Anthropic plans IPO after $80.7B first-half net loss

The founders’ LLC is set to hold 50.1% of voting power, while the Long-Term Benefit Trust generally can elect a majority of directors.

Rhea-AI Filing Summary

Anthropic, PBC is registering an initial public offering of Class A common stock, with selling stockholders also offering additional Class A shares. Anthropic says it will receive proceeds from its own share sales but none from selling-stockholder sales. The proposed public sale is to begin as soon as practicable after the registration statement becomes effective. Anthropic has applied to list its Class A common stock on the Nasdaq Global Select Market under ANT.

Revenue for the six months ended June 30, 2026 was $16.286 billion, compared with $1.163 billion in the same 2025 period; net loss was $80.748 billion versus $12.969 billion. Cash, cash equivalents and short-term investments totaled $131.651 billion as of June 30, 2026. As of September 30, 2026, Anthropic reported approximately 900% Net Revenue Retention and more than 11,900 customers with $100,000 or more of revenue on a trailing-twelve-month basis.

Anthropic intends to use its net proceeds for general corporate purposes, including working capital, operating expenses, compute and infrastructure investments, hiring and retention, and anticipated RSU tax withholding and remittance obligations. It may also use a portion for acquisitions or investments.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

How the balance works

Positive

• Moderate pointThree-month revenue growth: 1,368% year over year for the period ended June 30, 2026.

Negative

• Major pointSix-month net loss: $80.748 billion in 2026, versus $12.969 billion in 2025.

Key Figures

Six-month revenue: $16.286 billion Revenue growth: 1,368% year over year Six-month net loss: $80.748 billion +4 more

7 metrics

Six-month revenue $16.286 billion Six months ended June 30, 2026; $1.163 billion in the same 2025 period

Revenue growth 1,368% year over year Three months ended June 30, 2026

Six-month net loss $80.748 billion Six months ended June 30, 2026; $12.969 billion in the same 2025 period

Cash, cash equivalents and short-term investments $131.651 billion As of June 30, 2026

Net Revenue Retention Approximately 900% As of September 30, 2026

Customers with $100,000 or more of TTM revenue More than 11,900 customers As of September 30, 2026

TTM revenue per employee Over $6.6 million As of September 30, 2026

Key Terms

Net Revenue Retention, Run-Rate Revenue, compute multipliers, agentic AI, +1 more

5 terms

Net Revenue Retention financial

"reflects customer expansion, contraction, and churn"

Net revenue retention measures how much revenue a company keeps from its existing customers over a set period after accounting for customers who leave, reductions in spending, and any increases from upsells or cross-sells. For investors it shows whether a company can grow sales from the customers it already has—like checking whether a store is making more or less money from its regular shoppers—which signals business health and future revenue durability.

Run-Rate Revenue financial

"is an operating metric"

Run-rate revenue is an estimate of a company’s future sales calculated by taking current revenue over a short period (like a month or quarter) and projecting it forward over a year. Investors use it like checking a car’s current speed to guess how far it will travel in an hour — it provides a quick snapshot of growth or decline, but can be misleading if seasonal swings, one-time events, or recent changes aren’t considered.

compute multipliers technical

"algorithmic and methodological improvements in training and inference"

agentic AI technical

"systems that, with varying degrees of autonomy, can plan"

Agentic AI refers to computer systems that can make their own decisions and take actions without needing someone to tell them what to do each time. It's like giving a robot a degree of independence to solve problems or achieve goals on its own, which matters because it could change how we work and interact with technology in everyday life.

public benefit corporation regulatory

"incorporated as a public benefit corporation under Delaware law"

A public benefit corporation is a legal type of company that pledges to pursue a specific public good—such as environmental protection, worker welfare or community development—alongside earning profits for shareholders. Like a restaurant that promises to source local ingredients while still trying to turn a profit, this structure lets managers weigh social goals against financial returns, which can influence strategy, risk profile and investor expectations about how decisions are made.

Offering Details

IPO

Offering

Offering Type IPO

Securities Offered Class A common stock offered by Anthropic and selling stockholders

Use of Proceeds Intended for general corporate purposes, including working capital, operating expenses, compute and infrastructure capital expenditures, hiring and retention, anticipated RSU tax withholding and remittance obligations, and potentially acquisitions or investments in businesses, products, services, or technologies.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does ANT plan to use IPO proceeds?

Anthropic intends to use net proceeds for general corporate purposes, including working capital, operating expenses, capital expenditures for compute and infrastructure, and hiring and retention. It also intends to use a portion for anticipated tax withholding and remittance obligations related to certain RSUs, and may use a portion for acquisitions or investments.

What were ANT’s revenue and net loss in the first half of 2026?

Revenue was $16.286 billion and net loss was $80.748 billion for the six months ended June 30, 2026. In the comparable 2025 period, revenue was $1.163 billion and net loss was $12.969 billion.

Who would control voting power in ANT’s proposed share structure?

The Founder LLC, organized by Anthropic’s seven co-founders, is set to hold a single Class F share carrying 50.1% of total voting power on matters submitted to stockholders generally. The Long-Term Benefit Trust generally can elect and remove the Class T directors, who together will constitute a majority of the authorized board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

S-1 Filings Explained: Reading an IPO Registration →

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Available on EDGAR 10/26/2026 - 11:09 AM EDT Accepted by SEC EDGAR 10/26/2026 - 09:00 AM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 26, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Anthropic, PBC

(Exact name of registrant as specified in its charter)

Delaware	7372	86-1696045
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

548 Market Street

PMB 90375

San Francisco, California 94104

(415) 326-6303

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dario Amodei, Chief Executive Officer and Co-Founder

Daniela Amodei, President and Co-Founder

Anthropic, PBC

548 Market Street

PMB 90375

San Francisco, California 94104

(415) 326-6303

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:  

Rezwan D. Pavri Allison B. Spinner Lang Liu Colin G. Conklin Jonie I. Kondracki Lester Ang Shannon R. Delahaye Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 Brian Israel Elena Leichty Patrick Ekeruo Scott Booth Anthropic, PBC 548 Market Street PMB 90375 San Francisco, California 94104 (415) 326-6303 Sarah K. Solum Calise Y. Cheng Phillip S. Stoup Freshfields US LLP  855 Main Street Redwood City, California 94063 (650) 618-9250

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the

following box.  £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  £

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant

shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with

Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities

and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until

the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not

an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion. Dated .

Class A Common Stock Shares Anthropic, PBC

This is an initial public offering of shares of Class A common stock of Anthropic, PBC. We are selling shares of Class A common stock and

the selling stockholders identified in this prospectus are selling an additional shares of Class A common stock. We will not receive any

proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price

per share will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market under the

symbol “ANT.”

We have a novel capital and corporate governance structure. We are incorporated as a public benefit corporation under Delaware law, a structure

consistent with our commitment to artificial intelligence (“AI”) safety and responsibility. As a public benefit corporation, we are required to

balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit

purpose identified in our amended and restated certificate of incorporation: the responsible development and maintenance of advanced AI for

the long-term benefit of humanity. We created our Long-Term Benefit Trust (the “LTBT”) to help ensure that Anthropic, PBC is managed in a

manner that responsibly balances its goals as a public benefit corporation. The LTBT is intended to operate as an independent body of financially

disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of common stock,

Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of

the authorized members of our board of directors. Our Class T common stock does not otherwise have voting rights with respect to matters

submitted to stockholders generally and has no economic rights. Immediately prior to the completion of this offering, we will also issue a single

share of Class F common stock, a special class of our common stock, to a limited liability company organized by our co-founders (the “Founder

LLC”). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of

our board of directors, together with our five other co-founders, will initially be the sole members of the Founder LLC. Our Class F common

stock, which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our

outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than

the Class T directors. Our Class F common stock will not have any economic rights. Upon the completion of this offering, we will also authorize a

special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. Our Class E

common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized

Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical,

except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common

stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business

partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third

party. Our Class A common stock is not convertible. See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our

Governance Structure and Its Goals,” and “Description of Capital Stock” for more information.

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements. See the

sections titled “Our Governance Structure and Its Goals,” “Management,” and “Description of Capital Stock” for additional information.

See the section titled “Risk Factors” beginning on page 26 to read about factors you should consider before buying shares of

our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or

passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per share		Total
Initial public offering price	$		$
Underwriting discount(1)	$		$
Proceeds, before expenses, to Anthropic, PBC	$		$
Proceeds, before expenses, to selling stockholders	$		$

______________

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an

additional shares of Class A common stock from Anthropic, PBC at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York, on or about .

Goldman Sachs & Co. LLC		Morgan Stanley
J.P. Morgan	Citigroup	Barclays	Wells Fargo Securities
BofA Securities	Deutsche Bank Securities	RBC Capital Markets	UBS Investment Bank
BMO Capital Markets	BNP PARIBAS	Credit Agricole CIB	Jefferies
Mizuho	MUFG	Societe Generale	TD Securities
BTIG	Cantor	Capital One Securities	Macquarie Capital

Prospectus dated

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Table of Contents

SELECT DEFINED TERMS	1
PROSPECTUS SUMMARY	4
RISK FACTORS	26
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	120
INDUSTRY, MARKET, AND OTHER DATA	123
USE OF PROCEEDS	124
DIVIDEND POLICY	125
CAPITALIZATION	126
DILUTION	129
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	132
BUSINESS	178
OUR GOVERNANCE STRUCTURE AND ITS GOALS	242
MANAGEMENT	254
EXECUTIVE COMPENSATION	264
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	282
PRINCIPAL AND SELLING STOCKHOLDERS	288
DESCRIPTION OF CAPITAL STOCK	292
SHARES ELIGIBLE FOR FUTURE SALE	307
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK	311
UNDERWRITING	316
LEGAL MATTERS	334
CHANGE IN INDEPENDENT ACCOUNTANT	334
EXPERTS	334
WHERE YOU CAN FIND ADDITIONAL INFORMATION	335
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Through and including (the 25th day after the date of this prospectus), all dealers effecting

transactions in these securities, whether or not participating in this offering, may be required

to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when

acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor the selling stockholders, nor any of the underwriters, have authorized anyone to provide any

information or to make any representations other than those contained in this prospectus or in any free writing

prospectuses prepared by or on behalf of us to which we may have referred you in connection with this offering.

Neither we nor the selling stockholders, nor any of the underwriters, take responsibility for, or can provide any

assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to

sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

The information contained in this prospectus is current only as of its date, regardless of the time of delivery of

this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of

operations, and prospects may have changed since such date.

For investors outside the United States: This offering includes public offerings in Australia, Canada, certain

member states of the European Economic Area, Japan, Switzerland, and the United Kingdom. We do not

currently intend to list our Class A common stock on any exchange in such jurisdictions. Neither we nor the

selling stockholders, nor any of the underwriters, have done anything that would permit this offering or

possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other

than in the United States and the jurisdictions listed above. Persons outside the United States who come into

possession of this prospectus must inform themselves about, and observe any restrictions relating to, the

offering of the shares of our Class A common stock and the distribution of this prospectus outside the United

States.

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Select Defined Terms

The following are abbreviations, acronyms, and definitions of certain terms used in this prospectus:

“agent loop” refers to the iterative cycle in which an AI agent receives a task, takes an action, such as planning

a project, running code, or calling a tool, observes the result, and decides its next step, with this cycle repeating

until the task is complete. The agent loop is the core execution pattern underlying agentic AI behavior.

“agentic AI” refers to AI systems that, with varying degrees of autonomy, can plan, determine, and sequence

actions and execute them to accomplish defined objectives, including through interaction with external tools,

services, datasets, and environments on behalf of a user.

“AI” refers to artificial intelligence, a machine-based system that learns or is trained from data and, for explicit

or implicit objectives and with varying levels of autonomy, processes that data to infer patterns, generate

outputs—such as predictions, content, recommendations, and decisions—and act upon physical or virtual

environments.

“AI accelerators” refer to processors purpose-built or adapted for the large-scale computations required to

pre-train, post-train, refine, and run AI models. These processors are significantly more efficient and faster

than general-purpose processors for AI workloads.

“API” refers to application programming interface, a standardized interface that allows external software to

access a system’s capabilities programmatically. AI model providers may offer APIs that allow software

developers to send inputs to an AI model and receive outputs, enabling integration into the software developers’

products and workflows.

“Applied AI” refers to a discipline and organizational function focused on embedding AI capabilities directly

into production business environments to address specific customer requirements. Applied AI teams, which

include forward-deployed engineers, work with enterprises to design and deploy custom solutions, specialized

workflows, and domain-specific implementations tailored to a customer’s own systems and processes.

“closing the loop” refers to a development cycle in which successive versions of an AI model assist in building

the next, with the goal of compounding capability gains over time.

“compute” refers to the computational processing resources used to train and run AI models, including,

without limitation, specialized AI accelerators, memory, networking, storage, and power systems that are

deployed in data centers or other physical computing environments.

“compute multipliers” refer to algorithmic and methodological improvements in training and inference that

increase the effective output of a given amount of compute.

“computer use” refers to an AI capability that allows a model to observe and interact with a graphical user

interface, such as clicking, typing, and navigating applications, similar to how a human operator would.

“Constitutional AI” refers to an approach to training AI models using a set of written principles, which we

refer to as Claude’s constitution, currently organized around four priorities: being broadly safe, broadly ethical,

compliant with our guidelines, and genuinely helpful. Under Constitutional AI, our models evaluate, critique,

and revise their own responses against these principles, enabling us to define and control model behavior

through auditable principles, rather than relying solely on fixed rule-based instructions or human reviewers.

“context window” refers to the maximum amount of text, code, or other content, measured in tokens, that an

AI model can process in a given request, encompassing instructions, prior conversation history, user input, and

the model’s output.

“CSP” refers to a cloud services provider, a technology company that owns and operates large-scale cloud

computing infrastructure and provides on-demand compute, storage, and networking. CSPs may also serve as

distribution channels through which AI products and services are made available to customers. The largest

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CSPs, sometimes referred to as hyperscalers, operate at global scale with significant infrastructure and market

concentration.

“customer” refers to a prosumer or an organization that uses our models, platform, or applications.

“customers with $100,000 or more of revenue on a TTM basis,” “customers with $1 million or

more of revenue on a TTM basis,” and “customers with $10 million or more of revenue on a TTM

basis” each refer to customers contributing revenue equal to or greater than the applicable dollar amount

during the trailing twelve-month (“TTM”) period ending on the measurement date. For purposes of this metric,

we define a customer as a distinct organization, identified by aggregating the accounts that we determine

belong to the same organization based on internal records and available data. We do not separately define or

internally track a category of “enterprise” customers, and our customers are not segmented or measured

internally by reference to whether a given customer is an “enterprise.” Because spending $100,000 or more on

our products is generally characteristic of organizational rather than individual usage, we use the number of

and revenue from customers with $100,000 or more of revenue on a TTM basis as our measure of enterprise

adoption and engagement with Claude throughout this prospectus, including in references to “enterprise

customers” and “enterprise adoption.”

“frontier AI” refers to AI systems at the current leading edge of capability and safety, performing at or near

the highest levels of any existing system across a broad range of tasks.

“hallucinations” refer to outputs in which an AI model generates factually incorrect or fabricated information

with apparent confidence.

“inference” refers to the process by which a trained AI model processes an input and generates an output.

Inference occurs each time a user or agent interacts with an AI system.

“interleaved thinking” refers to a capability whereby an AI model interposes discrete reasoning steps

between successive tool calls within a single response, rather than confining its reasoning to a single planning

phase at the outset.

“interpretability” refers to research into how and why AI models produce specific outputs, with the goal of

making model behavior more transparent and verifiable, especially in high-stakes applications.

“knowledge work” refers to complex cognitive work and related professional activities, including obtaining,

producing, analyzing, and communicating information through tasks such as coding, drafting analyses,

synthesizing research, building financial models, and managing and automating documents and workflows.

“LLMs” refer to large language models, or AI models trained primarily on large datasets to understand and

generate natural language and computer code.

“mechanistic interpretability” refers to a subfield of interpretability research focused on reverse-

engineering the internal computations of neural networks. Rather than inferring model behavior from inputs

and outputs alone, mechanistic interpretability seeks to identify the specific features and circuits within a model

that give rise to its behavior with the goal of making model reasoning auditable at the mechanism level and

detecting failure modes, including deceptive or unsafe behavior, that may not surface in standard testing.

“model weights” refer to the numerical parameters encoding a trained AI model’s behavior, which are the

primary intellectual asset of a frontier AI developer, representing the accumulated investment in compute, data,

and research.

“multi-agent orchestration” refers to an architecture in which multiple AI agents collaborate on a shared

task, with one coordinating while others execute subtasks in parallel, enabling more complex, long-horizon

work than a single agent can complete alone.

“Net Revenue Retention” reflects customer expansion, contraction, and churn as of a measurement date.

We calculate Net Revenue Retention by dividing the Qualified Customers’ Current Period revenue by their Base

Period revenue. A Qualified Customer is a customer with at least $1 of revenue during the Base Period,

excluding subscribers to our Claude Pro and Max plans, whose fixed-price subscriptions do not reflect the

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expansion and contraction behavior this metric is intended to capture. The Base Period is the three months

ending a year prior to the measurement date. The Current Period is the three months ending as of the

measurement date.

“open-weight” refers to an AI model whose trained model weights, or the numerical parameters encoding the

model’s learned behavior, are publicly released, allowing third parties to download, run, and modify the model,

subject to the terms of the model’s license, without necessarily providing access to the underlying training data

or code.

“pay-for-intelligence” or “consumption” refers to our revenue model under which customers pay for their

usage of our intelligence service, which is metered in tokens and priced according to the model selected.

“persistent,” in the context of AI applications, refers to denoting data, state, or context that is continuously

retained beyond the boundary of a single operation, session, or interaction, remaining accessible for reuse

across subsequent steps, sessions, or workflows without requiring reinitialization.

“post-training” refers to the collection of techniques applied to a pre-trained model to refine its behavior,

including reinforcement learning, supervised refinement methods, and other alignment methods. Post-training

is the stage in which much of the work to make a frontier model helpful, accurate, and safe is performed,

including the application of safety and alignment techniques.

“pre-training” refers to the initial stage of training an AI model, in which the model learns general patterns

and representations from large-scale datasets of text, code, and other data, typically by predicting the next

token in a sequence. The output of pre-training is a base model with broad capabilities that has not yet been

adapted for any specific deployment context.

“primitives” refer to the foundational, modular building blocks of a software system from which more

complex applications and workflows are constructed.

“prompt injection” refers to an adversarial technique in which malicious instructions are embedded in

content an AI model is asked to process, such as websites, documents, or tool outputs, with the aim of

overriding or manipulating the model’s intended behavior, typically without the user’s knowledge.

“prosumers” refer to individual users who subscribe to AI tools to perform knowledge work.

“reinforcement learning” refers to a machine learning approach in which a model learns to perform a task

by taking actions, receiving feedback signals called rewards, and adjusting its behavior to maximize the rewards

it accrues over time. In contemporary AI development, reinforcement learning is widely used to refine model

behavior after pre-training, including to improve helpfulness, accuracy, and adherence to safety guidelines.

“RLHF” refers to reinforcement learning from human feedback, a specific form of reinforcement learning in

which human evaluators rate the model’s responses, and those ratings are used as the reward signal to guide

training.

“Run-Rate Revenue” is an operating metric that refers to the estimated annualized value of our revenue-

generating activity as of a measurement date, calculated as the sum of (i) our consumption-based fees during

the trailing 28-day period ended on the measurement date, multiplied by 13, and (ii) our aggregate monthly

subscription fees as of the measurement date, multiplied by 12. For purposes of calculating Run-Rate Revenue,

consumption-based fees and subscription-based fees are derived from customer usage and active subscriptions.

“SIs” refer to systems integrators, or third-party technology and professional services firms that design, build,

and deploy integrated solutions for customers by combining products and services from multiple technology

vendors into unified systems tailored to customer needs.

“tokens” refer to numeric units into which an AI model converts the data it processes, including text, images,

audio, and video, the number of which varies by the model and tokenizer applied. Tokens are the smallest

individual units of a language model and can correspond to words, subwords, characters, or bytes. A tokenizer

is the component of a model that converts customer inputs into the sequence of tokens the model processes and

then converts the processed tokens into the outputs provided to customers.

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Prospectus Summary

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus.

This summary does not contain all of the information you should consider before investing in our Class A

common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,”

“Special Note Regarding Forward-looking Statements,” “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” “Business,” and “Our Governance Structure and Its Goals,” as well as

our consolidated financial statements and the related notes included elsewhere in this prospectus, before

making an investment decision. Unless the context otherwise requires, the terms “Anthropic,” “the company,”

“we,” “us,” and “our” in this prospectus refer to Anthropic, PBC and its consolidated subsidiaries, and

references to our “common stock” refer to our Class A common stock, Class N common stock, and Class F

common stock (and, where the context requires, our Class T common stock and our Class E common stock).

Overview

For the first time in history, intelligence is something humans can build. The cognitive capability to reason,

analyze, synthesize, decide, and create is producible at scale and accessible on demand. We believe this

abundance of AI will rapidly transform every sector of the global economy in ways greater than the impact of

industrialization, electricity, semiconductors, and the internet. AI that truly delivers on its potential—with the

risks well managed—could significantly accelerate global growth and dramatically improve quality of life for

people around the world.

Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define

AI. We are first and foremost a research lab—our mission is the responsible development and maintenance of

advanced AI for the long-term benefit of humanity. This mission directs our focus—along with our talent and

culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the

core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape

the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers

through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any

technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of

2023 to $ for the three months ended September 30, 2026. This rapid and growing adoption generates

two self-reinforcing dynamics—an improvement loop that advances Claude and an investment loop that helps

fund our continued research in frontier AI.

Our Core Advantages

Mission & Focus. All of our efforts are guided by a singular focus on our mission. This focus enables us to

concentrate talent, research, and compute investment on the highest-value work for humanity and to avoid

conflicting priorities. Achieving our mission means the world gains the enormous benefits of frontier AI while

mitigating the most significant risks, and we believe this requires safety and capability to advance together.

Talent & Culture. Our mission and focus enable us to attract and retain world-class talent, including

researchers and engineers who want their work to shape a better future. We also have a culture that promotes a

low-ego, truth-seeking environment, where frontier AI capability and safety are mutually reinforcing. We

believe our culture has driven our talent density as we have scaled.

Frontier & Safety Research. We believe that sustained, focused research at the frontier of intelligence is

required to build the most capable and safest AI systems. Our frontier capabilities and safety research are

deeply integrated and directly shape model design, training, and deployment, helping us produce systems that

are more reliable, steerable, and well-suited for real-world deployment, particularly in demanding enterprise

environments. We translate our research leadership into innovation velocity, and have consistently released

better models, platform capabilities, and applications. Each version of a Claude model assists in building the

next, helping to compress development timelines and produce compounding improvements in the speed at

which we innovate. We refer to this recursive dynamic as “closing the loop,” and we believe it is one of the most

significant structural advantages in frontier AI.

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Our Approach to Compute. We manage compute as a single, fungible pool from multiple strategic partners, and

we dynamically direct available compute between workloads based on where the marginal unit is expected to be

most productive at any given time. We believe that this approach to compute enables us to deliver superior

models, serve more customers, and achieve greater productivity from our compute investment. This compute

efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model

development, meet growing demand from customers, and provide for internal usage of Claude. We have

achieved this through our research breakthroughs and our multi-chip compute architecture across AWS

Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for

price and performance. To support our research, model development, customer demand, and internal usage of

Claude, we continue to invest at scale. As of and subsequent to September 30, 2026, we have entered into

purchase commitments and lease agreements, including short-term commitments, as well as leases not yet

commenced, with an aggregate committed spend of more than $ , substantially all of which is related to

compute and infrastructure. These commitments include approximately $ expected to be incurred before

December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045.

Approximately $ of these commitments are due in the next 12 months. See the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Contractual Obligations” for more information.

Enterprise Strategy. Our enterprise strategy is built on the belief that frontier AI is most valuable in real-world

settings, as deployment across enterprises is where economic impact is greatest and where the improvement

loops from customer feedback are richest. Accordingly, we have organized our research priorities, our product

roadmap, and our go-to-market and Applied AI teams around enterprise use cases, which range from routine

knowledge work to the most complex problems. The customer feedback we gather directs our research focus

and makes Claude more capable over time. This broadens where Claude can be deployed and further expands

enterprise adoption, which helps ensure that the benefits of our AI reach people and organizations at scale.

AI is Transforming Intelligence

We believe that Powerful AI, a highly capable and impactful form of frontier AI characterized by the following

key attributes, will become widely available within a few years:

•cognitive capabilities matching or exceeding those of top human experts across most professional and

scientific disciplines;

•the ability to navigate all interfaces available to a human working virtually, including text, audio, video,

and direct computer control;

•the ability to reason through complex tasks autonomously over extended periods—lasting hours, days,

or weeks—and seek clarification and feedback when needed;

•the ability to coordinate across multiple instances and collaborate with both humans and other AI

systems; and

•the ability to interface with the physical world by digitally controlling laboratory equipment, robotic

systems, and other machines through digital connections.

If Powerful AI is directed at solving humanity’s hardest problems and the risks are managed responsibly, the

potential is extraordinary. The possibilities include compressing decades of scientific progress into years;

accelerating drug discovery, disease detection, and the delivery of personalized therapy; providing individually

tailored education and expert financial and legal advice; advancing power grids and battery design for greater

efficiency and reliability; and extending to the developing world capabilities that took wealthy nations

generations to build.

A Near-Term Opportunity to Transform Cognitive Work

Frontier AI is transforming cognitive work—the application of knowledge, reasoning, and judgment to produce

economic value. We believe it will make humans far more capable and expand the world’s overall capacity for

that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are the

leading edge of this opportunity. As frontier AI advances, more capable models can unlock entirely new use

1 See the section titled “Industry, Market, and Other Data” for a description of how we calculate annual economic value attributable

to knowledge workers globally.

2 IDC, The Economic Impact of AI: 2026 Edition, doc # US54452226, April 2026. Reflects the annual value created across AI

solutions and services, investments in the AI infrastructure supply chain, and enhancements in enterprise productivity and

efficiency unlocked by AI.

3 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

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cases while also efficiently serving a wide range of cognitive work at scale across the capability-cost-speed

curve. We believe the work that knowledge workers perform represented more than $40 trillion in economic

value globally in 2025,1 and with frontier AI’s potential to make them meaningfully more productive, our near-

term opportunity is to expand this value and accelerate economic growth. While it is still early to forecast

frontier AI’s full impact across the economy, International Data Corporation (“IDC”) estimates that investment

in AI solutions and services will yield a cumulative global economic impact of $22.5 trillion by 2031.2 We

believe the impact could be even greater.

Frontier AI May Reshape Entire Sectors and Accelerate Novel Discoveries

We believe frontier AI represents a larger opportunity than any prior technology cycle, and Claude is already

demonstrating this potential. Claude can now execute complex projects autonomously and turn open-ended

tasks into finished, high-quality deliverables. These capabilities enable it to transform the largest sectors of the

economy, driving meaningful gains in productivity and output. Frontier AI’s capabilities may extend beyond

current markets to open entirely new ones, reaching domains such as robotics, advanced manufacturing, and

logistics, and accelerating progress in scientific research, including drug discovery and materials science. For

example, in the life sciences sector, where annual global pharmaceutical spend is expected to exceed $2 trillion

in 2026,3 Claude is used in drug discovery and development by our customers, our biotechnology partners, and

our own researchers. We are also extending Claude into robotics, where our Model Hardware Standard enables

AI agents to operate lab and manufacturing equipment such as microscopes, liquid handlers, and off-the-shelf

robotic arms. Ultimately, we believe frontier AI will help drive global economic growth. As frontier AI makes

workers and organizations more productive, becomes embedded in the products and services they deliver, and

unlocks new business models, it creates economic output that did not previously exist. We believe our

opportunity is to capture a share not only of today’s economic activity but also of that newly created output as

the global economy expands.

The Importance of Safety and Ethical Behavior

While the potential benefits of AI are extraordinary, its rapid advancement will impact the economy and society

in ways that could create significant disruption, particularly if the technology is not developed and deployed

responsibly. For example, bad actors have already conducted high-profile cyberattacks using AI’s capabilities to

discover vulnerabilities, generate malware, and evade detection tools; other risks associated with misuse,

including in the domain of biology, could result in even greater harm. AI deployed at scale also has the potential

to concentrate power and wealth both within and between countries in ways that could erode trust, harm

society, and destabilize the geopolitical order. Misaligned AI systems could corrupt institutional decision-

making or cause large-scale harm through autonomous actions that are not visible or understandable to their

users and operators. We believe that frontier AI companies must invest in safety and alignment to help ensure

the responsible diffusion of this technology. We also believe that safety, alignment, and ethical behavior

resonate particularly strongly with enterprises, where rigorous safeguards, predictable model behavior, and

demonstrable accountability have become decisive criteria in selecting an AI partner for mission-critical

workloads.

Claude as a Virtual Collaborator

We believe we have reached an inflection point where AI systems can function as genuine collaborators in

professional work. They quickly complete substantive tasks that might otherwise occupy a skilled professional

for several hours, a full day, or longer. AI systems are also becoming increasingly capable of performing tasks

that were previously too difficult or costly to complete or surfacing original insights and analyses. We refer to

these AI systems that work alongside humans to perform complex, multi-step work at professional levels as

Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context that their

organizations grant them, which allows them to function more accurately and reliably. They can navigate and

use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual

4 IDC, Worldwide Developer Population Growth Forecast, 2025–2029, doc # US53789825, September 2025.

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Collaborators are AI designed to be embedded where work gets done, and our aim is to continue extending

them to knowledge workers globally, a population that is estimated to exceed one billion in 2028.4

Claude Code. The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and

the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted

the market’s understanding of what an AI system could do in collaboration with software developers: the model

suggests the next line of code and goes further by planning, writing, testing, and debugging—a process that

results in production-grade code. Within months of its release, autonomous coding became the reference point

for measuring the progress of frontier AI. For enterprise AI use cases, we believe the launch of Claude Code was

comparable in its impact to the introduction of the first widely adopted conversational AI assistants. What

makes Claude Code a Virtual Collaborator is its sustained reasoning, a harness that translates intent into

actions, an execution environment that maintains a persistent state whether on a developer’s machine or in a

sandboxed cloud environment, integration with existing tools and systems, and a user-friendly interface. Its

uses are highly varied and often surprising: for example, NASA engineers used Claude Code to plan and write

navigation commands for the Mars Perseverance rover, resulting in the first AI-planned drive on Mars.

Software developers are powerful advocates for Claude—they understand how systems work, have credibility

evaluating technical tools, and often serve as internal champions for adopting new technologies. Winning their

trust creates a foundation for broader diffusion of Virtual Collaborators across enterprise workforces. We are

already seeing this pattern play out with non-technical teams increasingly adopting Claude Code and Claude

Cowork to manage their own workflows.

Claude Cowork. All digital work is ultimately an expression of code, and Claude’s mastery of it powers Virtual

Collaborators capable of handling complex work far beyond software development. Claude Cowork extends the

same agentic architecture of Claude Code to knowledge workers broadly by translating a user’s intent into

completed work, autonomously reading files, navigating applications, and executing multi-step workflows on a

user’s desktop while the underlying code is abstracted away. By extending beyond Claude Code with

applications purpose-built for specific professions and industry verticals, we accelerate Claude’s diffusion into

new categories of knowledge work and deepen our presence across the enterprise. As of September 30, 2026,

adoption of Claude Cowork, which we made available as a research preview in January 2026, outpaced the

adoption Claude Code achieved at the equivalent point following its research preview release in February 2025.

In September 2026, we began merging Claude Cowork and Claude.ai, bringing agentic and conversational work

into a unified application. Users can now move from a simple question to complex, multi-step tasks in the same

conversation.

Extending Virtual Collaborators. We believe the trajectory for Virtual Collaborators is clear and accelerating.

Each generation of Claude models has expanded along multiple dimensions: the depth and rigor of their

reasoning, the duration and autonomy of the work they can sustain, the complexity of tasks they can complete,

and the volume of useful output they can produce. Capability evaluations and benchmarking have shown

substantial improvements across Claude model versions in the duration and complexity of tasks that can be

completed reliably, with more recent model versions demonstrating particularly significant advances.

We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks,

and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately,

millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or

collaborating seamlessly to achieve a shared objective. The result is something without historical precedent:

what we refer to as a country of geniuses in a data center, available to every organization and sector of the

economy.

Enterprise Adoption of Claude

The speed and depth of our enterprise customer adoption are powerful evidence of Claude’s position at the

frontier of AI. Our customer base as of September 30, 2026 includes:

•More than 11,900 customers with $100,000 or more of revenue on a TTM basis;

•More than 1,900 customers with $1 million or more of revenue on a TTM basis; and

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•Approximately 250 customers with $10 million or more of revenue on a TTM basis.

We believe customers choose Claude for a wide variety of use cases, from routine knowledge work to their most

important problems. They come to us for access to frontier AI across our platform and applications that deliver

real-world outcomes. We see this conviction in customer behavior: enterprises consistently utilize our latest

and most capable models as soon as they are released, gravitating to the most advanced option for their highest-

value work. Our customers see us as a long-term partner for the frontier capabilities we offer today, for the

innovation they expect from us in the future, and for our ability to meet their needs across the capability-cost-

speed curve.

Beyond our models, the Claude Platform provides primitives that enable customers to accelerate time-to-value

and leverage Claude’s intelligence in a variety of use cases. These primitives are the same ones we use to build

our own applications. Our applications, such as Claude Code and Claude Cowork, multiply the impact of

employees. Over time, our applications have become more capable and are now frequently being used to

conduct long-running autonomous work alongside employees. Improvements to our models, platform, and

applications accrue to the benefit of our customers and drive continued adoption.

Our commitment to our mission instills confidence in our customers to choose Claude as a trusted partner. Our

investments in research on AI alignment, interpretability, cybersecurity, and enterprise-grade controls aim to

deliver the predictability and dependability that organizations need in customer-facing and regulated contexts.

This trust means that enterprises can expand the scope of the work that they delegate to Claude, as well as the

systems into which Claude is integrated. Enterprises are aligning their strategies around Claude with the

confidence that we are building frontier AI that serves their needs in the long term.

Today, enterprises rely on Claude to reason, plan, and execute across complex workflows with a level of

trustworthiness and judgment that we believe was not previously available from earlier generations of AI.

Customers realize value from Claude in three primary ways: more productive employees, faster processes, and

embedded intelligence in their products. As Claude’s capabilities grow, our customers benefit and often

broaden their adoption of Claude in new workflows. This expanding role reflects a broader shift in how Claude

is used inside the enterprise, from a tool that responds to discrete prompts to a Virtual Collaborator.

We drive the diffusion of Claude primarily by making it accessible across multiple product surfaces. For

example:

•Claude Platform, our comprehensive agentic development environment, provides customers with

direct access to the primitives to build, deploy, and scale their own applications that leverage Claude’s

capabilities within their own products and workflows.

•Claude Code, our coding agent, works alongside human software developers on end-to-end software

development: writing, planning, editing, testing, debugging, and committing code across production-

scale codebases.

•Claude Cowork, our knowledge work agent, has computer use capability that enables it to work with

professionals on end-to-end business tasks: autonomously researching, drafting, analyzing,

synthesizing, and executing other knowledge work.

Much of the diffusion of Claude has been organic. We amplify this with our go-to-market and Applied AI teams,

which extend our reach by meeting customers where they are through distribution partnerships that place

Claude inside customers’ existing technology stacks. For example, Claude is accessible on all three major cloud

platforms—Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”), and Microsoft Azure (“Azure”). We

have a joint go-to-market approach with these CSPs through which we establish direct contractual relationships

with our customers while paying a fee to each CSP. This structure allows us to foster stronger commercial

alignment with these CSPs, avoid channel conflict, set pricing, and realize the financial benefits of ongoing

compute efficiency improvements. Ecosystem partnerships also expand our reach, allowing customers to adopt

Claude through SIs, such as Accenture, Deloitte, KPMG, and PwC, consultants, and data platforms, such as

Salesforce and Snowflake. We recently launched an AI services company, Ode with Anthropic, in partnership

with leading private equity firms to bring Claude’s capabilities to mid-sized companies across sectors, building

solutions on the Claude Platform and supporting customers over the long term.

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Strengths of Our Financial Model

Building and scaling frontier AI is one of the most important and capital-intensive endeavors in history. Our

financial model provides us with the following strengths that allow us to build and scale efficiently:

•Rapid Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by

embedding Claude directly into business-critical workflows and enabling the development of products

built on Claude. We believe that enterprise customers achieve a compelling return on investment from

Claude, as agentic workflows can drive both top-line growth and efficiency. This enables us to expand

quickly with customers, as demonstrated by our Net Revenue Retention of approximately 900% as of

September 30, 2026. Diffusion also accelerates as our models become more capable and efficient,

allowing us to lower the cost per task for customers. For example, Claude Opus 5.5 reduced customer

costs per task by approximately 40% compared to Claude Opus 5. Lower costs per task drive greater

usage, which in turn drives broader diffusion of Claude. Our compute efficiency allows us to deliver

these reductions while preserving our margins.

•Compute Efficiency. Our compute efficiency drives more intelligence from research and model

development, and we believe this approach can support more customer and internal usage of Claude

for the same amount of compute compared to other approaches. Our compute efficiency is

demonstrated by revenue that grew 1,368% year over year for the three months ended June 30, 2026

compared to compute and infrastructure expenses that grew 300% during the same period.

•Operating Efficiency. Our operating efficiency, derived from our high talent density, our efficient go-

to-market, and how extensively our teams leverage Claude in their work, enables us to scale with a

smaller team relative to other large enterprise technology companies. Our operating efficiency is

demonstrated by TTM revenue per employee of over $6.6 million as of September 30, 2026, compared

to $1.4 million as of September 30, 2025.

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant

long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have

enabled us to access capital and secure compute from investors and partners. As of June 30, 2026, we had

raised an aggregate of $141.1 billion of capital and had cash and cash equivalents of $112.4 billion and short-

term investments of $19.3 billion.

Our Self-Reinforcing Loops

Our scale and growth create self-reinforcing loops that make Claude better over time and that we believe create

durable competitive advantages.

•Improvement Loop. Enterprise deployments of Claude deepen our understanding of the hard

problems, edge cases, and domain-specific challenges that matter most to our customers. We improve

our models, platform, and applications based on feedback from customers using our offerings in

production across their businesses. These improvements result in wider deployments and adoption

that fuel the next cycle of improvement.

•Investment Loop. Revenue from expanding enterprise adoption helps us to fund the compute,

research, and talent needed to improve Claude. Claude’s advancing capabilities expand the range of

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tasks and workflows customers use Claude for, broadening our addressable market and driving deeper

deployment, additional revenue, and continued reinvestment in Claude.

Claude is Accelerating Our Ability to Close the Loop

Claude itself has become one of the most powerful drivers of our progress—each new version of a Claude model

directly accelerates development of the next. Many aspects of the research, training, and testing of subsequent

model generations now involve Claude, including running experiments, generating and processing training

data, automating evaluations and safety audits, and writing and reviewing code. We refer to this recursive

dynamic as “closing the loop.” A direct expression of this dynamic is our accelerating pace of producing

compute multipliers. More capable models help our researchers discover these improvements faster; in turn,

more powerful compute multipliers enable us to train even more capable models and deploy them more

efficiently.

Our Growth Strategy

We believe the diffusion of AI through the global economy represents one of the largest opportunities in history

to improve how humans live and work, and it is just beginning. In our view, the world has only begun to use the

capabilities of today’s frontier models, and the gap between what Claude can do and how broadly it is used

represents one of our largest growth opportunities, alongside continued advances at the frontier. Claude’s

capabilities have evolved significantly in recent years, and we expect they will continue advancing rapidly. This

will lead not only to an expanding addressable market, but also to an expanding scope of impact on the world.

We aim to ensure that impact is as positive as possible. Our core advantages, the speed and scale of enterprise

adoption of Claude, and our unprecedented financial model enable us to continue investing aggressively to

build an AI-enabled future that benefits humanity broadly. Elements of our growth strategy include:

•Talent and Culture. To recruit world-class researchers and engineers and retain exceptional people, we

intend to continue investing in our low-ego, high-impact, and mission-aligned culture that has driven

our talent density as we have scaled.

•Compute. We intend to secure further compute beyond our existing commitments, expand our own

data center footprint to secure additional long-term compute, improve compute efficiency across our

multi-chip compute architecture, and produce further algorithmic advances in model efficiency.

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•Claude’s Intelligence, Capability, and Safety. We plan to continue advancing Claude’s core intelligence

and safety in tandem, expand the frontier of what AI systems can reliably do, and pioneer new ways AI

can be applied across professional domains.

•Claude’s Accessibility. We plan to continue making Claude’s intelligence accessible across every surface

where work happens, including through our own platform and applications, through AWS, GCP, and

Azure, and through embedding in enterprise applications.

•Claude’s Adoption. We intend to grow our direct go-to-market and Applied AI teams, deepen cloud

distribution partnerships, invest in brand and marketing, and expand our international presence to

drive adoption of Claude as the trusted AI partner for organizations worldwide.

•Enter New Markets. We intend to extend frontier AI to accelerate novel discoveries, reaching domains

from healthcare and life sciences to robotics and physical work, where we believe compounding model

capabilities can unlock transformative opportunities.

•Strategic Transactions and Partnerships. We intend to selectively pursue acquisitions, investments,

and strategic partnerships, including ecosystem partnerships with SIs, consultants, and data platforms,

that accelerate our mission, expand our reach, and strengthen our competitive position.

Our Commitment to Public Benefit

We founded Anthropic on the belief that the most transformative technology in human history demands an

extraordinary level of responsibility, and that responsibility extends far beyond building safe systems. We

intend to direct a meaningful portion of our resources toward ensuring that frontier AI is safe and its benefits

are broadly distributed, which we refer to as our public benefit initiatives.

As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5%

of our fully diluted shares as of June 30, 2026 (assuming full conversion of the Amazon Notes, as defined

below), to Anthropic Public Benefit Fund, LLC (the “Anthropic Public Benefit Fund”), our wholly owned

subsidiary dedicated to the Company Purpose (as defined below) (such issuance, the “Initial Public Benefit

Issuance”). Our board of directors has also approved a framework under which it may, in its discretion, issue

shares of our Class N common stock to the Anthropic Public Benefit Fund (or other designee) representing up

to an additional 2% of our then-outstanding shares (plus any shares subject to options, restricted stock units,

and other convertible securities and any shares held by the Anthropic Public Benefit Fund) each time our share

price appreciates 50% above the prior share price milestone, beginning with our initial public offering price (the

“Public Benefit Issuances”). In addition, our co-founders have each pledged to dedicate 80% of their personal

equity in Anthropic to philanthropic causes. For additional information regarding these pledges, including

related risks, see the section titled “Risk Factors—Risks Related to Ownership of our Class A Common Stock.”

Separate from the co-founders’ pledges, we also maintain a donation matching program through which

employees can pledge a meaningful portion of their equity awards toward charitable giving, which we match

with shares of our Class N common stock.

Our Governance Structure and Its Goals

Our novel capital and corporate governance structure has been carefully designed and differs significantly from

that of other public companies. We strive to help bring humanity safely into an era where transformative AI

exerts tremendous and potentially decisive influence over a broad range of human undertakings. Operating as a

public benefit corporation (“PBC”) gives our board of directors the necessary latitude to balance the pecuniary

interests of our stockholders, the best interests of those materially affected by our conduct, and the specific

public benefit purpose that we promote. Our specific public benefit purpose is the responsible development and

maintenance of advanced AI for the long-term benefit of humanity (the “Company Purpose”). In addition, a

financially disinterested trust, which we refer to as the Long-Term Benefit Trust (the “LTBT”) and which

generally has the power to elect and remove a majority of the authorized members of our board of directors, is

designed to supply both the incentives and insights for striking this balance appropriately. We also believe that

our seven co-founders are distinctly equipped to be stewards of our mission.

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Public Benefit Corporation Status

Consistent with our long-term commitment to AI safety and responsibility, we are incorporated as a PBC under

Delaware law. PBCs are a class of corporations that are intended to produce a public benefit and operate in a

responsible and sustainable manner. Under Delaware law, a PBC is required to identify in its certificate of

incorporation the public benefit or benefits it will promote, and its directors have a duty to manage the affairs of

the corporation in a manner that balances the pecuniary interests of the corporation’s stockholders, the best

interests of those materially affected by the corporation’s conduct, and the specific public benefit purpose

identified in the corporation’s certificate of incorporation. As provided in our amended and restated certificate

of incorporation, the public benefit that we promote, which we must always consider in the management of our

company, is the Company Purpose.

Long-Term Benefit Trust

In 2023, we implemented an innovative governance structure featuring the LTBT, which is designed to ensure

that we are managed in a manner that responsibly balances our tripartite goals as a PBC: the pecuniary

interests of our stockholders, the best interests of those materially affected by our conduct, and the Company

Purpose. The LTBT is intended to operate as an independent body of five financially disinterested voting

trustees (“Trustees”) with expertise in AI safety, national security, public policy, and social enterprise. Through

a special class of common stock, Class T common stock, the LTBT generally has the authority to elect and

remove the Class T directors, who together will constitute a majority of the authorized members of our board of

directors. Our Class T common stock does not otherwise have voting rights on matters submitted to

stockholders generally.

Founder Voting Structure

We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan,

Sam McCandlish, and Christopher Olah, as a group, are distinctly equipped to be stewards of our mission.

Immediately prior to the completion of this offering, we will issue a single share of Class F common stock, a

special class of our common stock, to a limited liability company of which our seven co-founders will initially be

the sole members (the “Founder LLC”).

Our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of the total voting

power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally,

including the election of our directors other than the Class T directors.

Board Governance

Decisions regarding our business and affairs are made by our board of directors. Immediately prior to the

completion of this offering, we will enter into a stockholders’ agreement (the “Stockholders’ Agreement”) with

the LTBT and the Founder LLC, under which they will agree to vote their shares and take other actions to give

effect to the board composition, director nomination, and director removal provisions described in our

governing documents. Collectively, the LTBT and the Founder LLC will have the ability to elect all members of

our board of directors. Regardless of the class or classes of stock by which a director is elected, there is no limit

to the number of terms a director may serve.

While the LTBT has significant influence over our board of directors through its ability to generally elect and

remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have

decision-making authority in the day-to-day management or strategy setting of the company. The LTBT’s role is

to select directors who are well-equipped to make decisions in furtherance of the responsible balancing of the

pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the

Company Purpose, and to support our management’s decision-making through advice and guidance.

The Founder LLC will also have significant influence over our business and affairs through its ability to vote our

Class F common stock, which is entitled to an aggregate number of votes that equals 50.1% of the total voting

power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally,

including the election of our directors other than the Class T directors.

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See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our Governance Structure

and Its Goals,” “Management,” “Certain Relationships and Related Person Transactions,” and “Description of

Capital Stock” for more information.

Controlled Company Status

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate

governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the

power to elect a majority of the authorized members of our board of directors. As such, we are permitted to opt

out of compliance with certain Nasdaq Global Select Market corporate governance requirements. Accordingly, if

we elect not to comply with certain requirements, you will not have the same protections afforded to

stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance

requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except

with respect to our nominating and corporate governance committee (“NGC”), which will not consist entirely of

independent directors. Our board of directors currently consists of a majority of independent directors and our

audit and compensation committees currently consist entirely of independent directors. See the sections titled

“Risk Factors—Risks Related to our Governance Structure—We are considered a “controlled company” within

the meaning of the Nasdaq Global Select Market corporate governance requirements, and, as a result, we

qualify for, and currently rely on, exemptions from certain corporate governance requirements,” “Our

Governance Structure and Its Goals,” “Management,” and “Description of Capital Stock” for additional

information.

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Our Capital Structure

The following table summarizes certain key terms of each class or series of our common stock that will be

authorized following the completion of this offering:

Category of Rights		Class A Common Stock		Class N Common Stock		Class T Common Stock		Class F Common Stock		Class E Common Stock
Votes per share		1		0		1		50.1% of outstanding voting power on record date		1
Matters on which entitled to vote		All matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock		Not entitled to vote except as required by law, in which case our Class N common stock will have one vote per share		Election of Class T directors, which constitute a majority of our board of directors; redemption of our Class E common stock; certain amendments to the rights of our Class F common stock		All matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock; redemption of our Class E common stock		Nomination, change in designation, or removal of the Specified Class T Director (as defined below) (only if our NGC does not concur in the LTBT’s nomination, change in designation, or removal); certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock
Conversion rights		None		Converts into Class A common stock upon a sale or transfer to an unaffiliated third party		None		None		None
Transferability		Generally transferable		Generally transferable; converts to Class A common stock upon transfer as described above		Transferable only upon approval of persons comprising the Trust Amendment Threshold (as defined below)		Not transferable except in the case of a reorganization or redomiciliation of the Founder LLC that is approved by our board of directors and does not result in a change to the members of the Founder LLC		Not transferable
Dividend rights		Entitled to participate pro rata in dividends and distributions		Entitled to participate pro rata in dividends and distributions		None		None		None
Right to receive liquidation distributions		Entitled to participate pro rata in liquidation distributions		Entitled to participate pro rata in liquidation distributions		Entitled to par value per share		Entitled to par value per share		Entitled to par value per share
Redeemable by company		No		No		Redeemable by us for no consideration upon occurrence of certain events		Redeemable by us for no consideration upon occurrence of certain events		Redeemable by us for no consideration upon occurrence of certain events

For more information about our capital structure, see the section titled “Description of Capital Stock.”

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled

“Risk Factors” immediately following this prospectus summary. These risks could adversely affect our business,

financial condition, and results of operations, which could cause the market price of our Class A common stock

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to decline and could result in a loss of all or part of your investment. Additional risks, beyond those summarized

below or discussed elsewhere in this prospectus, may apply to our business, activities, or operations as currently

conducted or as we may conduct them in the future and in the markets in which we operate or may in the future

operate. These risks include the following:

•Our success depends in large part on our ability to continue to develop the most advanced and capable

AI models, and any failure to do so could adversely affect our business.

•If we are unable to secure adequate compute or if we fail to direct our compute effectively across our

workloads, we may be unable to train models that remain competitive with those of our competitors or

adequately serve our customers.

•Constraints on the critical inputs supporting compute could limit our ability to secure adequate

compute.

•We are highly dependent on the continued service of our co-founders, senior management team, and

key technical employees, and the loss of any of these individuals may adversely affect our business,

financial condition, and results of operations.

•Our company culture has contributed to our success and, if we cannot maintain this culture as we

grow, our business could be adversely affected.

•We face intense competition, and if we are unable to compete effectively, our business, financial

condition, and results of operations could be adversely affected.

•If the market for our models, platform, and applications develops more slowly than we expect or

declines, our growth may slow or stall, and our business, financial condition, and results of operations

could be adversely affected.

•If the use of our AI models results in harm, whether through use by malicious actors or misuse by other

third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and

brand, business, financial condition, and results of operations could be adversely affected.

•Our AI models may behave in unintended, misaligned, or autonomous ways, including by taking

harmful actions that no user or third party directed, which could adversely affect our reputation and

brand, business, financial condition, and results of operations.

•We may be exposed to liability, litigation, and regulatory action arising from harms associated with our

AI models, and our contractual protections and insurance may be insufficient, any of which could

adversely affect our business, financial condition, and results of operations.

•A substantial portion of our revenue and accounts receivable is driven by a limited number of

customers and distribution channels, and the loss of, or a significant reduction in, spend from one or

more of our top customers or disruption through those channels could adversely affect our prospects,

business, and financial condition.

•We have a limited operating history in an evolving and nascent industry, which makes it difficult to

evaluate our future prospects and may increase the risk that we will not be successful.

•We are at an early stage of our revenue growth, we have experienced rapid growth in recent periods,

and our historical growth rates are not indicative of future performance or our ability to sustain or

forecast future revenue growth.

•Our business is subject to an evolving and uncertain regulatory and political environment, which could

increase our costs, restrict our operations, or adversely affect demand for our models, platform, and

applications.

•Our reliance on a limited number of CSPs and suppliers, some of which have strategic and investment

relationships with us and are our customers, creates complex dynamics that could give rise to conflicts

of interest and adversely affect our access to compute.

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•Our capital stock structure features certain provisions that are novel or otherwise not common among

other corporations with multiple-class structures, and may effectively eliminate the ability of holders of

our Class A common stock to influence important decisions, including a change in control.

•Our capital structure will concentrate voting power with the LTBT and the Founder LLC for the

foreseeable future and will result in the LTBT and the Founder LLC having voting power that is not

derived from or proportionate to economic interests in our company.

•Our focus on the long-term best interests of our company as a PBC, and the duty of our directors to

balance the pecuniary interests of our stockholders, the best interests of those stakeholders materially

affected by our conduct, and our Company Purpose, may conflict with short-, medium-, or long-term

financial interests and business performance, which may negatively impact the value of our Class A

common stock.

Channels for Disclosure of Information

Investors, the media, and others should note that, following the completion of this offering, we intend to

announce material information to the public through filings with the Securities and Exchange Commission

(“SEC”), the investor relations page on our website (www.anthropic.com), blog posts on our website, press

releases, public conference calls, public webcasts, our X accounts (@AnthropicAI and @ClaudeAI), our

Instagram page (@claudeai), our Threads account (@claudeai), and our LinkedIn page (https://

www.linkedin.com/company/anthropicresearch/).

The information disclosed by the foregoing channels could be deemed to be material information. As such,

following the completion of this offering, we encourage investors, the media, and others to follow the channels

listed above and to review the information disclosed through such channels. We are not incorporating any of

the information in such channels into this prospectus.

Any updates to the list of disclosure channels through which we will announce information will be posted on the

investor relations page on our website.

Corporate Information

We were incorporated as a Delaware PBC in January 2021. Our principal executive offices are located at 548

Market Street, PMB 90375, San Francisco, California 94104, and our telephone number is (415) 326-6303. Our

website address is www.anthropic.com. Information contained on, or that can be accessed through, our website

does not constitute part of this prospectus and references to our website address in this prospectus are inactive

textual references only. You should not consider information contained on our website to be part of this

prospectus or in deciding whether to purchase shares of our Class A common stock.

“Anthropic,” our logo, and our other registered or common law trademarks, service marks, or trade names

appearing in this prospectus are the property of Anthropic, PBC. Other trademarks and trade names referred to

in this prospectus are the property of their respective owners. Solely for convenience, trademarks and trade

names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not

intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or

the rights of any applicable licensor, to these trademarks and trade names. 

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The Offering

Class A common stock offered by us		shares
Class A common stock offered by the selling stockholders		shares
Underwriters’ option to purchase additional shares of Class A common stock from us		shares
Class A common stock to be outstanding after this offering		shares (or shares if the underwriters exercise their option to purchase additional shares of our Class A common stock in full)
Class N common stock to be outstanding after this offering		shares
Class T common stock to be outstanding after this offering		1 share
Class E common stock to be outstanding after this offering		0 shares
Class F common stock to be outstanding after this offering		1 share
Class A, Class N, Class T, Class E, and Class F common stock to be outstanding after this offering		shares (or  shares if the underwriters exercise their option to purchase additional shares of our Class A common stock in full)
Use of proceeds		We estimate that the net proceeds from the sale of shares of our Class A common stock by us in this offering will be approximately $ (or approximately $ if the underwriters’ option to purchase additional shares of our Class A common stock is exercised in full), based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate an orderly distribution of shares for the selling stockholders, and enable access to the public equity markets for us and our stockholders. We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as hiring and retention of highly skilled personnel. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time. We also intend to use a portion of the net proceeds to satisfy our anticipated tax withholding and remittance obligations related to the settlement of certain of our outstanding restricted stock units (“RSUs”). See the section titled “Use of Proceeds” for more information.

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Voting rights		Shares of our Class A common stock are entitled to one vote per share. Shares of our Class N common stock have no voting rights, except as otherwise required by law. The share of our Class T common stock has no voting rights with respect to matters submitted to stockholders generally, except as set forth within our amended and restated certificate of incorporation, including with respect to the election of a majority of our board of directors or as required by law. The share of our Class F common stock will be entitled to an aggregate number of votes that represents 50.1% of the total voting power of our outstanding shares as of the applicable record date on all matters submitted to a vote of stockholders generally, including the election of the directors other than the Class T directors. Shares of our Class E common stock will be entitled to one vote per share with respect to certain limited matters.
Controlled company		We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements. See the sections titled “Our Governance Structure and Its Goals,” “Management,” and “Description of Capital Stock” for additional information.
Risk Factors		See the section titled “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to invest in our Class A common stock.
Proposed trading symbol		“ANT”

The number of shares of our Class A common stock, Class N common stock, Class T common stock, and Class F

common stock that will be outstanding after this offering is based on shares of our Class A common stock,

shares of our Class N common stock, one share of our Class T common stock, and one share of our Class F

common stock outstanding as of September 30, 2026, which reflects:

•the automatic conversion of (i) all outstanding shares of our Series A, C-1, D-1, D-2, E-1, F-1, G-1,

and H-1 redeemable convertible preferred stock into shares of Class A common stock and (ii) all

outstanding shares of our Series B, C-2, D-3, E-2, E-3, E-4, E-5, F-2, G-2, G-3, G-4, H-2, H-3,

and H-4 redeemable convertible preferred stock into shares of Class N common stock,

immediately prior to the completion of this offering pursuant to the terms of our amended and restated

certificate of incorporation (collectively, the “Preferred Stock Conversion”);

•one share of our Class F common stock that will be issued immediately prior to the completion of this

offering to the Founder LLC (the “Class F Stock Issuance”);

•the conversion of $ in aggregate principal amount of our

outstanding convertible promissory notes into shares of Class N common stock immediately

prior to the completion of this offering, representing shares issuable to Amazon Web Services, Inc.

upon the completion of this offering without causing it to exceed the applicable ownership cap (the

“Convertible Notes Conversion”);

•the Initial Public Benefit Issuance, the shares of which (i) are considered legally outstanding, (ii) are

not considered outstanding for accounting purposes while held by our wholly owned subsidiary, and

(iii) accordingly will not be reflected as outstanding in our consolidated financial statements; and

•the net issuance of shares of Class A common stock subject to RSUs for which the service-based

vesting condition was satisfied as of the date of this prospectus and the performance-based vesting

condition will be satisfied upon the effectiveness of the registration statement of which this prospectus

forms a part, after giving effect to the withholding of shares of Class A common stock subject to

such RSUs to satisfy the associated estimated tax withholding and remittance obligations (based upon

the assumed initial public offering price of $ per share, which is the midpoint of the estimated

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offering price range set forth on the cover page of this prospectus, and an assumed % tax

withholding rate) (the “RSU Settlement”).

The shares of our Class A common stock, Class N common stock, Class T common stock, and Class F common

stock outstanding as of September 30, 2026 exclude the following:

• shares of our Class A common stock issuable upon the exercise of options to purchase shares of

our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise

price of $ per share;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs

outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was

not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be

satisfied upon the effectiveness of the registration statement of which this prospectus forms a part;

• shares of our Class A common stock issued after September 30, 2026 in connection with our

acquisitions of privately-held companies; and

• shares of our Class A common stock reserved for future issuance under our equity compensation

plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N

common stock issuable under our Donation Matching Plan (as amended and restated, the

“Donation Matching Plan”);

◦ shares of our Class A common stock to be reserved for future issuance under our 2026

Equity Incentive Plan (our “2026 Plan”), which will become effective prior to the completion of

this offering;

◦ shares of our Class A common stock reserved for future issuance under our Amended and

Restated 2021 Stock Plan (our “2021 Plan”) as of September 30, 2026, which number of shares will

be added to the shares of our Class A common stock to be reserved for future issuance under our

2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan;

and

◦ shares of our Class A common stock to be reserved for future issuance under our 2026

Employee Stock Purchase Plan (our “ESPP”), which will become effective prior to the completion

of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A

common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may

be granted thereunder based on awards under our 2021 Plan that expire or are cancelled or forfeited, and

shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for

satisfying tax withholding obligations or are forfeited or otherwise repurchased by us, as more fully described in

the section titled “Executive Compensation—Equity Plans.”

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Except as otherwise indicated, all information in this prospectus assumes:

•the Preferred Stock Conversion will occur immediately prior to the completion of this offering;

•the Convertible Notes Conversion will occur immediately prior to the completion of this offering;

•the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and

the effectiveness of our amended and restated bylaws will each occur immediately prior to the

completion of this offering;

•the Class F Stock Issuance will occur immediately prior to the completion of this offering;

•no issuance of shares of Class E common stock prior to the completion of this offering;

•a 10-for-one forward split of our Class A common stock and Class N common stock effected on

September 17, 2026, including a proportional increase in the authorized shares of our capital stock,

with all share, option, RSU, and per share information for all periods presented in this prospectus

adjusted to reflect such forward split on a retroactive basis;

•a one-for-1,000 reverse split of our Class T common stock effected on September 17, 2026;

•no exercise of outstanding stock options or settlement of outstanding RSUs subsequent to September

30, 2026, other than the RSU Settlement; and

•no exercise by the underwriters of their option to purchase up to an additional shares of our

Class A common stock from us in this offering.

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Summary Consolidated Financial and Other Data

The following tables summarize our consolidated financial and other data. We have derived the summary

consolidated statements of operations data for the years ended December 31, 2023, 2024, and 2025 from our

audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary

consolidated statements of operations data for the six months ended June 30, 2025 and 2026, and the

summary consolidated balance sheet data as of June 30, 2026, from our unaudited interim consolidated

financial statements included elsewhere in this prospectus. The summary consolidated financial data in this

section are not intended to replace our consolidated financial statements and related notes and are qualified in

their entirety by our consolidated financial statements and related notes included elsewhere in this prospectus.

Our historical results are not necessarily indicative of the results that may be expected in the future and our

results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be

expected for the full year ending December 31, 2026 or any other period. The following summary consolidated

financial and other data should be read in conjunction with the section titled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and

related notes thereto included elsewhere in this prospectus.

Consolidated Statements of Operations Data

	Year Ended December 31,						Six Months Ended June 30,
(in millions, except share and per share amounts)	2023		2024		2025		2025		2026
Revenue	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286
Operating expenses:
Compute and infrastructure	433		2,522		7,326		2,334		8,945
Personnel(1)	95		454		1,839		538		3,152
Bartz settlement	—		—		1,500		—		—
Sales, marketing, and partnerships	2		43		568		120		3,168
Other operating and administrative	62		347		1,412		306		1,714
Total operating expenses	592		3,366		12,645		3,298		16,979
Operating loss	(551)		(2,980)		(8,060)		(2,135)		(693)
Interest income	69		106		431		115		1,111
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(1,045)		(5,434)		(34,308)		(10,942)		(72,388)
Other income (expense), net	(2)		—		(8)		—		(8,757)
Total other income (expense), net	(978)		(5,328)		(33,885)		(10,827)		(80,034)
Loss before provision for income taxes	(1,529)		(8,308)		(41,945)		(12,962)		(80,727)
Provision for income taxes	2		1		20		7		21
Net loss(2)	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Net loss per share attributable to common stockholders, basic and diluted	$ (1.42)		$ (5.43)		$ (23.04)		$ (7.25)		$ (39.88)
Weighted-average number of shares outstanding, basic and diluted	1,076,880,510		1,528,994,540		1,821,084,860		1,788,730,900		2,024,972,990

(1)Includes stock-based compensation expense of $29 million, $192 million, and $1.2 billion for the years ended December 31,

2023, 2024, and 2025, respectively, and $286 million and $2.2 billion for the six months ended June 30, 2025 and 2026,

respectively.

(2)Includes change in fair value of convertible notes, derivative liabilities, and simple agreements for future equity (“SAFEs”),

which were $1.0 billion, $5.4 billion, and $34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively,

and $10.9 billion and $72.4 billion for the six months ended June 30, 2025 and 2026, respectively. These changes were

primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in

our enterprise valuation during each of the respective periods.

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The following table sets forth the computation of unaudited pro forma net loss per share, basic and diluted, of

common stock attributable to common stockholders for the periods presented:

(in millions, except share and per share amounts)		Year Ended December 31, 2025		Six Months Ended June 30, 2026
Numerator:
Net loss		$ (41,965)		$ (80,748)
Pro forma adjustment to record stock-based compensation expense related to RSUs for which the performance-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part
Pro forma adjustment to eliminate the change in fair value recognized related to the Convertible Notes Conversion
Pro forma net loss
Denominator:
Weighted-average number of shares outstanding, basic and diluted		1,821,084,860		2,024,972,990
Pro forma adjustment to reflect the Preferred Stock Conversion
Pro forma adjustment to reflect the RSU Settlement
Pro forma adjustment to reflect the Convertible Notes Conversion
Weighted-average number of shares outstanding used to compute pro forma net loss per share, basic and diluted(1)(2)
Pro forma net loss per share, basic and diluted(1)(2)

______________

(1)The unaudited pro forma net loss per share and pro forma weighted-average number of shares used in computing pro forma net

loss per share give effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on January 1, 2025, (ii) the

Convertible Notes Conversion, as if such conversion had occurred on January 1, 2025, (iii) stock-based compensation expense

related to RSUs for which the service-based vesting condition was satisfied or partially satisfied, and as if the performance

condition had been satisfied on January 1, 2025, of $ and $ for the year ended December 31, 2025 and the six

months ended June 30, 2026, respectively, (iv) the net issuance of and shares of our Class A common stock upon

the vesting and settlement of RSUs, for which the service-based vesting condition was satisfied, and as if the performance

condition had been satisfied on January 1, 2025, for the year ended December 31, 2025 and the six months ended June 30,

2026, respectively, and (v) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that

will become effective immediately prior to the completion of this offering. The pro forma weighted-average number of shares

does not give effect to the Initial Public Benefit Issuance, as shares of our Class N common stock held by our wholly owned

subsidiary are not considered outstanding for accounting purposes.

(2)As of , 2026, unrecognized stock-based compensation expense not reflected in pro forma net loss per share was

$ related to RSUs for which the service-based vesting condition was not satisfied, and which is expected to be recognized

over a weighted-average period of approximately years, and $ related to our other outstanding equity awards, which

is expected to be recognized over a weighted-average period of approximately years.

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Consolidated Balance Sheet Data

	As of June 30, 2026
(in millions)	Actual		Pro Forma(1)		Pro Forma As Adjusted(2)(3)
Cash, cash equivalents, and short-term investments	$ 131,651		$		$
Working capital(4)	$ 130,760		$		$
Total assets	$ 147,358		$		$
Total liabilities	$ 117,467		$		$
Redeemable convertible preferred stock	$ 157,510		$		$
Additional paid-in capital	$ 5,336		$		$
Accumulated deficit	$ (132,902)		$		$
Total stockholders’ deficit	$ (127,619)		$		$

______________

(1)The pro forma column in the consolidated balance sheet gives effect to (i) the Preferred Stock Conversion, as if such conversion

had occurred on June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on June 30, 2026,

(iii) the Class F Stock Issuance, as if it had occurred on June 30, 2026, (iv) an increase to additional paid-in capital and

accumulated deficit related to stock-based compensation of $ related to RSUs subject to the RSU Settlement, and (v) the

filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective

immediately prior to the completion of this offering.

(2)The pro forma as adjusted column gives effect to (i) the pro forma adjustments set forth above, (ii) the sale and issuance by us

of   shares of our Class A common stock in this offering, based upon the assumed initial public offering price of $ per

share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting

estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the use of net

proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax

withholding and remittance obligations related to the RSU Settlement. We will not receive any proceeds from the sale of shares

of our Class A common stock by any of the selling stockholders.

(3)Each $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) each of cash, cash

equivalents, and short-term investments; working capital; total assets; additional paid-in capital; and total stockholders’ deficit

by $ , assuming the number of shares offered by us as stated on the cover page of this prospectus remains unchanged and

after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, an increase (decrease) of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of

this prospectus, would increase (decrease) each of cash, cash equivalents, and short-term investments; working capital; total

assets; additional paid-in capital; and total stockholders’ deficit by $ , assuming the assumed initial public offering price of

$ per share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same, and after

deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not

receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

(4)Working capital is defined as current assets less current liabilities.

Non-GAAP Financial Measures

In addition to the measures presented in our consolidated financial statements that were prepared in

accordance with accounting principles generally accepted in the United States (“GAAP”), we use Adjusted

Operating Income (Loss), Adjusted Operating Margin, and Adjusted Net Income (Loss) as non-GAAP financial

measures to evaluate our business, measure our performance, identify trends affecting our business, formulate

business plans, and make strategic decisions.

	Year Ended December 31,						Six Months Ended June 30,
(in millions, except for percentages)	2023		2024		2025		2025		2026
Adjusted Operating Income (Loss)	$ (522)		$ (2,788)		$ (4,854)		$ (1,849)		$ 1,618
Operating margin	(1,344)%		(772)%		(176)%		(184)%		(4)%
Adjusted Operating Margin	(1,273)%		(722)%		(106)%		(159)%		10%
Adjusted Net Income (Loss)	$ (457)		$ (2,683)		$ (4,448)		$ (1,741)		$ 2,671

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations

—Non-GAAP Financial Measures” for a definition of each non-GAAP financial measure, a discussion of the

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limitations of each non-GAAP financial measure, and a reconciliation of each non-GAAP financial measure to

its most comparable GAAP financial measure for the periods presented and additional information. 

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Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks

and uncertainties described below, together with all of the other information in this prospectus, including the

section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and

our consolidated financial statements and related notes, before making a decision to invest in our Class A

common stock. The disclosures in this section reflect our beliefs and opinions as to matters that could

materially and adversely affect us in the future, and are not representations as to whether such matters have

or have not occurred previously, except as otherwise disclosed. References to past events are provided by way

of example only and are not intended to be a complete listing or a representation as to their likelihood of

occurring in the future. Our business, financial condition, results of operations, or prospects could also be

adversely affected by risks and uncertainties not currently known to us or that we currently do not believe

are material. If any of the risks actually occur, our business, financial condition, results of operations, and

prospects could be adversely affected. In that event, the market price of our Class A common stock could

decline, and you could lose part or all of your investment.

Risks Related to our Business and Industry

Our success depends in large part on our ability to continue to develop the most advanced and

capable AI models, and any failure to do so could adversely affect our business.

Our success depends in large part on our ability to continuously develop, improve, and deploy the most

advanced, capable, and useful AI models. Achieving and maintaining this position depends on our ability to:

•advance the frontier of AI capabilities through breakthrough research, innovative architectures, and

efficient training methodologies;

•ensure our models are safe, reliable, and trustworthy while maintaining competitive performance;

•secure the compute and infrastructure necessary to power and support our increasing needs;

•advance compute efficiency through algorithmic and architectural innovations, including compute

multiplier advancements;

•retain the continued service of our co-founders, senior management team, and key technical

employees, and attract, retain, and motivate leading researchers, engineers, and technical talent in an

intensely competitive and evolving market;

•continue revenue growth and maintain access to sufficient capital, including through potential equity

and debt financing, to make the investments we believe are necessary to support our growth trajectory;

•secure and maintain relationships with data providers, licensors, and partners to obtain the diverse,

high-quality datasets necessary for world-class model performance;

•secure and maintain relationships with cloud, ecosystem, and other partners to facilitate the diffusion

of Claude;

•build, operate, and maintain the infrastructure required to deploy frontier models cost-effectively and

at scale;

•translate model capabilities into products that meet evolving customer needs and achieve meaningful

adoption;

•allocate substantial financial resources efficiently across research, infrastructure, and operations; and

•navigate an evolving, uncertain, and at times divergent global regulatory landscape and engage with

legislators, regulators, and other stakeholders to promote the development of regulatory frameworks

that we believe are good for society, our customers, and the long-term health of the global economy.

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Our failure to achieve any of the foregoing could prevent us from maintaining our competitive position, cause

us to fall behind competitors, reduce customer adoption of, or demand for, our models, platform, and

applications, and impair our revenue growth. Limitations to our revenue growth could, in turn, constrain our

ability to fund the substantial and increasing expenditures required for frontier AI development, including

investments in compute, model training, data acquisition, and safety and security systems, as well as our ability

to attract, retain, and appropriately compensate highly skilled technical and operational personnel in a highly

competitive market. Any such constraints could slow our rate of development and innovation, degrade model

performance or reliability relative to competitors, limit our participation in industry standards-setting and

regulatory processes, and reduce our attractiveness to enterprises and prosumers. These effects could create a

self-reinforcing or compounding cycle in which diminished growth limits our capacity to invest in the resources

necessary to remain competitive, which in turn could further weaken our ability to sustain or increase our

revenue growth, making it increasingly difficult and costly to regain technological leadership and operate at the

frontier of AI. Any of the foregoing could adversely affect our business, financial condition, and results of

operations.

Our ability to maintain our position at the frontier of AI depends in part on our use of AI systems to accelerate

our research processes, a recursive dynamic we refer to as “closing the loop,” in which successive versions of our

models assist in building the next, with the goal of compounding capability gains over time. Our models have

been and are increasingly becoming critical tools in designing, training, testing, and optimizing next-generation

AI systems. If we fail to direct sufficient compute and research efforts to AI-assisted development, or if our

competitors more effectively leverage AI to enhance their own innovation cycles, we risk falling progressively

further behind as competitors continuously use AI to further enhance their own development capabilities,

enabling the creation of increasingly advanced systems at an accelerating pace. As our reliance on our own AI

systems to write production code, conduct research, and build subsequent model versions deepens, any

systemic flaw, bias, or error in our current models could propagate into the next versions of models and

products built using those systems, compounding across successive versions of Claude models in ways that may

be difficult to detect or remediate. If we are unable to manage the foregoing risks, our ability to deploy the most

advanced, capable, and useful AI models could be adversely affected.

In addition, our increasing use of AI systems to accelerate our own research and development may cause the

capabilities of our models to advance more rapidly than our ability to develop, validate, and implement

corresponding safety, alignment, and security measures. Much of our evidence regarding the pace of such AI-

driven acceleration is derived from lagging indicators, and our ability to forecast or measure the rate at which

our capabilities are advancing, including any acceleration attributable to our most recent or unreleased models,

is limited. As a result, we may not identify a significant acceleration in our rate of development until after it has

occurred. If our capabilities were to outpace our safety, alignment, and security measures, or if we were unable

to anticipate the pace of such advancement, we may be unable to adequately assess or mitigate the resulting

risks, which could increase the likelihood of safety incidents, regulatory intervention, or reputational harm, and

could adversely affect our business, financial condition, and results of operations. In light of these uncertainties,

including limits on our ability to observe the pace at which our capabilities are advancing, we have adopted, and

may continue to adopt, precautionary safety, alignment, and security measures to allow our safety efforts to

advance together with model capabilities. In the past these measures have included delaying the release of

models and limiting their initial availability, such as with Mythos through Project Glasswing, and in the future,

as we learn more about model capabilities and behavior, they could include additional measures that affect

whether, how, and when we develop or deploy new models or capabilities. We cannot predict with precision

when we will determine that such measures are necessary, what measures will be required, or how long they

will remain in place, and as the capabilities of our models advance, such measures may become more frequent

and more costly. These measures could slow our capability gains relative to competitors that do not adopt

similar constraints, and could adversely affect our competitive position, revenue growth, and results of

operations.

The development of frontier AI models requires substantial investments of compute resources, capital, and

human capital to conduct large-scale training runs that may span weeks or months and cost many millions of

dollars. There is no guarantee that any given training run will succeed—a run may fail for a number of reasons,

such as failing to achieve the targeted capability or safety thresholds, producing unexpected or undesirable

behaviors that cannot be adequately remediated, or yielding a model that is ultimately not competitive with

alternatives available in the market. We would also face the additional cost and delay of initiating a new training

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run to attempt to achieve the intended model improvements. We have in the past experienced, and may in the

future experience, such failed or underperforming training runs, resulting in a loss of invested resources with

limited or no corresponding benefit to our business. Given the scale of compute and other resources required

for frontier model training and the extended timelines involved, a failed or underperforming training run could

also delay our product roadmap, affect our competitive position, and adversely affect our business, financial

condition, and results of operations.

In addition, new models, features, or capabilities may not be introduced on schedule, may not perform as

intended, may require significant iteration after release, may fail to gain meaningful adoption, or may take

longer than expected to gain meaningful adoption, any of which could reduce customer demand or place us at a

competitive disadvantage. In addition, considerations relating to model safety, interpretability, alignment, and

welfare may lead us to limit or delay the deprecation of older models or to continue supporting legacy versions

alongside newer releases, creating trade-offs in product development and compute distribution that could

adversely affect innovation velocity, infrastructure utilization, and revenue. In addition, customers who have

integrated older models into their workflows may resist migration to newer versions, and any accelerated or

forced deprecation could result in customer attrition, contractual disputes, or reputational harm. We have also

changed, and may in the future change, usage limits, rate limits, or model and product capabilities, which could

adversely affect our reputation and the perceived value of our offerings. Some of these changes have resulted,

and could in the future result, in claims that our disclosures regarding model access or capabilities were

inadequate or misleading.

Further, the industry benchmarks commonly used to test AI models may not accurately reflect real-world

performance or utility, and even models that perform well on such benchmarks may not meet customer

expectations when deployed in production environments, which could lead to customer dissatisfaction, reduced

usage, or reputational harm. If we are unable to effectively innovate and improve our models, platform, and

applications while addressing these challenges, or if competitors are able to deliver AI solutions that are

perceived as more capable, safer, or more reliable, or that offer adequate performance at a lower cost, our

business, financial condition, and results of operations could be adversely affected.

In addition, innovation in AI involves addressing complex and evolving challenges related to data quality, data

integrity, training methodologies, bias, safety, accuracy, and the behavior of model outputs. AI algorithms may

be flawed, and AI systems may contain bugs, errors, or defects or fail to follow instructions or produce

inaccurate, misleading, offensive, inappropriate, or otherwise harmful outputs; reflect or amplify unwanted or

unknown biases present in training data; or raise concerns relating to intellectual property, privacy, or other

legal and ethical considerations. We must continually invest resources to identify, mitigate, remediate, and

reduce the occurrence of such issues, including through managing and improving datasets, training techniques,

evaluation methods, safeguards, and human oversight. However, we may not be able to obtain the datasets that

we need, including through licenses or strategic data partnerships. In addition, we or our data providers may

use synthetic or AI-generated data in the training process, which could introduce quality issues, amplify biases

or errors, contribute to model degradation, or raise novel legal questions regarding ownership, licensing, or

intellectual property rights that may not be timely or clearly resolved by courts or regulators. Such unintended

consequences, failures, or misuse of our models could impair customer trust, slow adoption, expose us to legal

or regulatory scrutiny, or adversely affect our brand and reputation.

If we are unable to secure adequate compute or if we fail to direct our compute effectively

across our workloads, we may be unable to train models that remain competitive with those

of our competitors or adequately serve our customers.

Our ability to develop, train, improve, and deploy frontier models depends on our access to enormous and

increasing quantities of specialized compute. The training of Claude models has required, and we expect will

continue to require, substantial compute. Industry participants, academic researchers, and our own experience

suggest that, in certain contexts, applying greater amounts of compute during model training has been

associated with improvements in model capabilities. These observations are consistent with aspects of broader

empirical relationships among model performance, model size, training data, and compute scale that are

commonly referred to as “Scaling Laws,” although the extent, efficiency, and durability of such improvements

are uncertain, and these relationships may plateau, diminish, or fail to materialize at larger scales or under

different conditions. Accordingly, our ability to remain at the frontier of AI capabilities is substantially

dependent on our ability to secure compute at the scale required to sustain all our workloads, including to train

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next-generation models, and we cannot provide assurance that increased investment in compute will result in

commensurate improvements in model performance.

The market for compute is intensely competitive. We compete for access to compute with some of the world’s

largest and most well-capitalized technology companies, many of which develop their own competitive AI

models and have significantly greater financial resources than us. Many own and operate cloud computing data

center infrastructure, maintain captive chip manufacturing or design capabilities, have long-standing strategic

relationships with key hardware suppliers, or have significant equity investments from, or other financial

arrangements with, such suppliers. These competitors can outbid us for scarce compute, secure priority

allocations from chip manufacturers and CSPs, and make long-term capital commitments that we cannot

match. We expect demand for advanced compute to continue to grow, and the cost of compute could rise

significantly, particularly if AI-driven demand accelerates or if the ability to build highly capable models

becomes more broadly available and shifts competition toward access to advanced compute. Additionally,

numerous well-funded AI companies are pursuing large-scale AI model development, further increasing

demand for limited compute. Certain CSPs from which we obtain substantial compute also develop and offer

their own AI models and related services. As a result, our commercial relationships with these providers may

not always be fully aligned with our long-term interests, and if the compute we have access to from third parties

is curtailed, repriced, or terminated, whether for competitive reasons or otherwise, our business, financial

condition, and results of operations could be adversely affected.

In addition to competition from third parties, our ability to secure compute is subject to allocation decisions by

our CSPs. Although our CSPs are generally subject to contractual commitments with us regarding the provision

of compute, our ability to obtain such capacity remains dependent on those providers’ operational execution,

adherence to the terms of such contractual provisions, and broader business considerations, such as capacity

constraints, internal demand for compute to support their own AI and computing operations, relationships with

or contractual obligations to third parties (which may include other AI companies), and risk management

considerations. As a result, we may not receive the full amount of compute we seek, or such compute may not

be delivered on the timelines we require, even where contractual arrangements are in place. Additionally, we

have in the past sought quantities of compute from CSPs in excess of what those partners were willing to

provide. If our CSPs reduce, limit, or fail to increase our allocations to keep pace with our growing requirements

for any reason, we may need to seek alternative compute sources on less favorable terms or timelines, and we

may be unable to secure adequate alternative compute, or any at all. Any such shortfall could constrain our

ability to train models, serve customers, or maintain our competitive position.

Even if we are able to secure compute, we must still direct it efficiently across the full range of workloads that

are a part of our business, including research, model development, serving customers, and internal usage of

Claude. While we manage our compute as a single, fungible pool and direct available compute between

workloads based on where the marginal unit is expected to be most productive at any given time, there can be

no assurance that this approach to compute will be the most efficient or that it will support the needs of each of

our workloads. Because demand for compute has historically exceeded available capacity, any constraint on our

ability to procure, maintain, or expand that capacity could adversely affect multiple aspects of our business

simultaneously, including our ability to serve customers at the quality and scale they expect, to train and

improve our models, and to develop new products and capabilities. While we actively manage and balance such

compute capacity across these workloads via our capacity management system, if this system fails to perform as

intended, or if our ability to dynamically rebalance capacity across workloads is disrupted, customer-facing

service quality or model and product development timelines could be adversely affected. There can be no

assurance that we will make optimal resourcing decisions, and any significant inefficiencies, including those

related to deployment and rebalancing, could adversely affect both our near-term results of operations and our

long-term strategic position. These compute resourcing challenges are heightened by the growth of our agentic

offerings, which involve multi-step reasoning chains, iterative tool invocations, extended context windows, and

sustained inference sessions that consume significantly more compute per user interaction than single-turn API

calls or chat-based interactions. As agentic workloads grow as a proportion of our total compute demand, the

aggregate compute required to serve our customers could increase disproportionately relative to the associated

revenue, placing additional strain on our compute workload management decisions.

The majority of our compute is procured under multi-year commitments that are typically entered into well in

advance of the periods in which that compute is deployed. Because different AI accelerators have varying

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performance characteristics across workload types, the composition of our committed compute portfolio,

including the mix of accelerator architectures procured from our partners, reflects our demand forecasts and

development roadmap assumptions at the time those commitments are made. If the magnitude or mix of

workloads we need to support differs materially from those forecasts, whether due to changes in model

architecture, customer demand, internal operations, or research priorities, the composition of our available

compute may not optimally match our needs in a given period. This could affect our ability to serve customers,

develop models, and support internal operations.

If we fail to secure sufficient compute, or if we fail to effectively direct the limited compute we have across our

workloads to develop and deploy models with capabilities at least comparable to those of our competitors, we

risk falling behind the technological frontier. The pace of AI development is extremely rapid, with successive

versions of models emerging in compressed timeframes, often measured in months rather than years. As a

result, even a brief period without access to sufficient compute could cause us to fall behind quickly. With AI

development, the gap between frontier models and those one or two versions behind can be significant in terms

of capability, performance, and commercial applicability. Customers, partners, and software developers may

shift to competitors whose models offer superior capabilities, and we may be unable to attract or retain the

technical talent necessary for frontier research if our researchers lack access to adequate compute or if we are

not perceived as operating at the forefront of model development. Any inability to maintain our position at the

frontier could result in loss of customers and revenue, diminished brand and reputation, and a decline in our

competitive position, each of which may be difficult to regain. If we are unable to manage the foregoing risks,

our business, financial condition, and results of operations could be adversely affected.

If our actual compute requirements differ materially from our projections, we may fail to

secure sufficient compute to meet our needs or we may be committed to excess compute that

remains underutilized.

The competitive and structural dynamics of the compute market require us to make binding financial

commitments for compute months or years in advance of our day-to-day delivery and use. Chip manufacturers,

CSPs, and data center developers require advance commitments in order to allocate production capacity, plan

infrastructure investments, and manage their own supply chains. As a result, we must forecast our compute

requirements well in advance of their deployment and commit capital accordingly, often with limited ability to

adjust commitments if our needs change.

These forecasts for future compute usage are inherently uncertain. Our actual compute requirements depend on

numerous factors that are difficult to predict, including the pace of our research progress, the compute intensity

of training techniques we develop or adopt, changes in the competitive landscape that may require us to

accelerate or modify our development plans, customer demand for inference compute, and the evolution of

hardware or other technological efficiencies and changes. If we underestimate our compute requirements, we

may be unable to secure sufficient compute to support our forecasted customer demand and model

development roadmap. In the past, we have significantly underestimated our compute requirements, which left

us capacity constrained and impacted both product development and deployment. Further, the timing of

compute coming online may not align with the timing of demand growth, which could result in periods of

excess or underutilized compute and committed cash outflows that do not produce immediate revenue.

Our ability to forecast and secure the compute we need is further challenged by our ongoing transition from a

cloud-only, fixed-time arrangement compute model to a hybrid model that includes directly leased chips that

are hosted in dedicated data center facilities leased and operated on our behalf, to our specification. This

transition introduces additional variables into our procurement planning, including the timing of facility

completion, the pace at which newly commissioned facilities achieve full operational capacity, our ability to

operate, maintain, and integrate on-premise capacity with cloud-based infrastructure, the operational

execution of our suppliers, and the performance of hardware in new facility environments. Delays in securing

energy, water, and other critical services for these facilities could further slow the pace at which newly

commissioned compute becomes available for use. Errors in forecasting any of these transition-related

variables could compound our risks related to securing sufficient compute and result in either capacity

shortfalls or underutilized capacity during the transition period.

We have entered into, and expect to continue to enter into, long-term agreements for compute and other

compute resources that involve minimum purchase commitments, take-or-pay provisions, and other terms that

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obligate us to pay for resources regardless of actual utilization. These commitments represent substantial fixed

obligations. As of and subsequent to September 30, 2026, we have entered into purchase commitments and

lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate

committed spend of more than $ , substantially all of which is related to compute and infrastructure. These

commitments include approximately $ expected to be incurred before December 31, 2030, and

substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $ of

these commitments are due in the next 12 months. See the section titled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual

Obligations” for more information.

Our ability to meet the substantial and growing financial obligations of these requirements to secure compute

depends on our ability to generate significant revenue growth. We must grow our customer base and expand

revenue rapidly in order to generate the cash flows necessary to satisfy these commitments. However, our

revenue is primarily consumption-based, and much of it is not subject to long-term contractual commitments,

while our compute and infrastructure commitments generally extend over multiple years. As a result, we may

enter into these obligations based on revenue expectations that may not be realized. If our revenue growth does

not keep pace with our compute-related payment obligations, if we are unable to successfully convert our

compute investment into revenue-generating customer workloads, if we fail to raise additional capital on

acceptable terms, or if we experience other adverse developments affecting our liquidity, we may be unable to

satisfy these obligations. Any such failure could also result in defaults under our agreements, loss of access to

critical resources, and reputational harm. In particular, a default under certain commercial agreements could

trigger cross-default provisions under the A&R Credit Agreement (as defined below), and certain of our

outstanding convertible promissory notes, potentially resulting in the acceleration of substantially all of our

outstanding, and any future, indebtedness. Such cross-defaults could set off a cascading series of adverse

consequences, including the exercise of remedies by multiple creditors, the termination of key commercial

arrangements, enforcement actions against our assets, and severe liquidity constraints. An acceleration of our

indebtedness, combined with the loss of access to critical data center infrastructure, among other things, could

impair our ability to train and deploy models, serve customers, and fund ongoing operations, which could have

an adverse effect on our business, financial condition, and results of operations. For more information, see the

sections titled “—We have incurred significant indebtedness in order to operate and grow our business,

including to fund our substantial compute commitments, and our ability to service this indebtedness may be

constrained by our cash flows and liquidity” and “—We may not have the ability to raise the funds necessary to

repay the principal and accrued interest of our outstanding convertible promissory notes or the A&R Credit

Agreement in cash when required by the terms of the notes or the A&R Credit Agreement, as applicable, or at

their maturity.”

Additionally, the rapid pace of technological change across AI infrastructure, hardware, software, system

architectures, and model development techniques means that compute secured today may become less efficient

or economically attractive relative to future alternatives. We may find ourselves committed to using older-

generation hardware and infrastructure while competitors gain access to more advanced systems, or we may be

paying premium prices for resources that have declined in market value. These dynamics could adversely affect

our cost structure and competitive position. Certain of our financing arrangements require us to enter into

exclusive or preferential supply commitments with particular chip suppliers with respect to the compute

financed pursuant to such arrangements. These commitments may limit our ability to shift procurement to

alternative suppliers or newer chip architectures if our needs or the technology landscape evolve, potentially

leaving us committed to platforms that are suboptimal for our actual workload requirements and reducing our

ability to adjust our compute portfolio in response to changed circumstances. If we are unable to manage the

foregoing risks, our business, financial condition, and results of operations could be adversely affected.

Constraints on the critical inputs supporting compute could limit our ability to secure

adequate compute.

The compute necessary for training and deploying frontier models depends on a supply chain with multiple

potential points of constraint or failure. The availability, pricing, and lead times for compute are affected by the

supply of advanced chips and other IT equipment, the availability of sufficient electrical power and the

infrastructure required to generate and deliver it, and the capacity of data center infrastructure. Each of these

inputs faces significant constraints that may limit our ability to secure the compute we need. In addition,

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increasing demand for compute has contributed to, and may continue to contribute to, increases in the cost of

such resources, which could limit our ability to invest in, develop, or deploy our models, platform, and

applications at the pace we anticipate.

Supply and Concentration of Chips, Memory, and Data Center Equipment

The specialized chips required for AI workloads, particularly high-performance AI accelerators and memory,

are produced by a limited number of manufacturers. The production of advanced chips is extraordinarily

complex, requiring manufacturing processes at the leading edge of technological capability.

The majority of the world’s most advanced chip manufacturing capacity is concentrated in Taiwan, primarily at

Taiwan Semiconductor Manufacturing Company (“TSMC”). This geographic concentration creates significant

risks, including exposure to natural disasters such as earthquakes and typhoons, potential disruption from

geopolitical tensions between Taiwan and China, vulnerability to any interruption in Taiwan’s power grid, water

supply, or other critical infrastructure, and susceptibility to developing trade regulations and restrictions. Any

military conflict, tariffs and trade restrictions, economic coercion, blockade, natural disaster, or other incident

affecting Taiwan could severely disrupt the global supply of advanced chips, with effects that could persist for

years given the time required to construct and qualify alternative fabrication facilities. Efforts to establish

sufficient advanced chip manufacturing capacity outside of Taiwan, including in the United States, remain in

early stages and may not produce adequate compute to materially reduce these concentration risks within the

foreseeable future. In addition, due to the demand for advanced chip manufacturing, TSMC has, at times, been

unable to fully satisfy market demand for chip manufacturing capacity, and as a result, we have not always been

able to obtain sufficient quantities of chips on a timely basis. Accordingly, any restrictions or delays on the

supply of advanced chips out of Taiwan or TSMC would adversely affect our business, financial condition, and

results of operations.

In addition, both high bandwidth memory, which is a key component in high performance AI accelerators, and

other high performance memory products used in compute infrastructure, are largely manufactured by SK

hynix Inc., Samsung Electronics Co., and Micron Technology, Inc. Each of these manufacturers is working to

expand its production capacity to meet demand. However, there is no guarantee that these efforts will result in

adequate supply fast enough to meet demand, particularly if large customers or competitors secure exclusive

supply commitments or otherwise reserve substantially all of a manufacturer’s available production capacity.

The concentration and constraints in manufacturing supply expose us to the risk that manufacturers may make

allocation decisions or strategic shifts that adversely affect our access to the advanced chips needed for our

business. We also face risks that specialized chips may contain defects, or that their production or delivery may

be delayed or disrupted, which, given long replacement lead times, could constrain available compute and

adversely affect our operations and ability to scale. A meaningful portion of the components we and our

partners rely on is sourced from or manufactured outside of the United States, and new or increased tariffs,

import restrictions, or trade disputes could delay deliveries, force supply-chain changes, or raise our costs,

some of which we bear directly under pass-through arrangements. For more information, see the section titled

“—Governmental trade controls, including export and import controls, sanctions, customs requirements, and

related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in

certain markets.”

We also depend on third-party chip design and services companies for the design, manufacture, and support of

certain custom accelerator platforms, as well as for related infrastructure financing arrangements. Disruption to

these relationships, or any failure by these parties to deliver hardware or services on expected timelines and

specifications, could adversely affect the availability, performance, or cost of accelerator platforms on which we

rely.

Data centers also require electrical, generation, and transmission equipment, cooling systems, backup

generators, and networking hardware, some of which are made by only a few manufacturers, must be ordered

years in advance, and require substantial pre-delivery payments that we may not recover if our plans change. In

addition, certain equipment, such as high-voltage transformers, switchgear, turbines, generators, substations,

and transmission components, has been subject to extended delivery timelines, price increases, tariffs and

national security requirements, and allocation constraints as demand from data center operators and other

large electricity consumers has grown. If such equipment is delayed or unavailable, we may be able to replace it

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only at higher prices or under less favorable long-term commitments. In order to secure near-term access to

compute, we may also elect, or be required, to procure long-lead-time generation and electrical equipment at

prices above prevailing market rates on the expectation that it can be deployed on an accelerated timeline to

unlock capacity in the near term. Realizing the benefit of paying such prices depends on the timely and

successful engineering, procurement, and construction of the associated facilities, which requires specialized

expertise that is currently in short supply and involves significant execution risk. Delays, cost overruns, or

failure to secure energy on the anticipated schedule could mean that we do not obtain the energy and capacity

for which we paid such prices. In some cases, these arrangements also depend on a developer or other

counterparty agreeing to purchase the equipment at such prices, finance such purchase, and recover those costs

and associated financing costs from us over time, and we may bear these costs even if the underlying capacity is

delayed or never realized. Our equipment supply framework agreements and similar arrangements may expose

us to further risks, including minimum purchase or take-or-pay commitments, price escalation, and obligations

that we are unable to align with our actual deployment needs.

Additionally, the U.S. government has imposed and may continue to impose export controls restricting the sale

of advanced chips and chip manufacturing equipment to certain countries, including China. These restrictions

have affected global chip and related equipment supply allocation, and future changes in export control policy

could affect the availability or pricing of the compute resources on which we rely. Future export controls could

be more restrictive, for example, by placing restrictions on the countries in which advanced chips may be

installed or in which model weights may be stored, which could limit where we or our partners are able to build

data centers, constrain our international expansion, or increase our costs.

Electrical Power and Fuel Constraints

The operation of data centers at the scale required for frontier AI development and deployment consumes

substantial quantities of electrical power. The availability of sufficient electrical power has emerged as a

significant constraint on data center development and expansion in many geographies, including the United

States. Electrical grid infrastructure in the United States and other countries was not designed to accommodate

the rapid increase in demand associated with AI development, and the lead times required to build new

generation capacity, transmission infrastructure, and grid interconnections can extend for years. Demand on

electric grid infrastructure is also increasing as a result of the increased electrification of homes, vehicles, and

industry, and this growing demand is occurring at a time when power generation capacity additions,

transmission expansion, and grid modernization efforts have not kept pace and certain existing generation

resources are being retired, all of which has contributed to higher electricity prices and longer interconnection

timelines in certain regions. We have publicly committed to covering the cost of electricity price increases to

consumers caused by our data centers, including both the cost of electricity itself and the infrastructure

necessary to deliver it.

Our access to electrical power also depends on our ability, and the ability of the third parties on which we rely

for the construction, management, and operation of our data center facilities, to negotiate and maintain

contracts with utility providers and grid operators and to obtain approvals from public utility commissions and

other regulators. These parties may be unable or unwilling to approve, or may condition or delay, the

connections, capacity expansions, special or negotiated rate arrangements, and infrastructure investments

necessary to support data center growth, or may grant them only at costs that limit the economic efficiency and

viability of certain facilities, such as by requiring us to bear grid upgrade or interconnection costs beyond those

attributable to serving our facilities—representing a larger share of costs than is required under existing or prior

regulatory constructs. Interconnection queues for large new electricity loads have also lengthened substantially

in many regions, which could delay or limit our access to grid power. Utility providers and regulators may also

reallocate previously committed capacity that our data center facilities may require. In many jurisdictions, a

single utility provider has substantial control over the terms, timing, and cost of the service and infrastructure

necessary to power our data center facilities. The commercial and regulatory priorities of utility providers may

differ from ours, including with respect to which infrastructure investments are made, how their costs are

allocated, and whether alternative or self-supplied generation arrangements are permitted and on what

conditions. Utility providers and other stakeholders may also seek regulatory or legislative measures affecting

large electricity loads, self-supply, or alternative power generation arrangements. The outcomes of our

negotiations and regulatory proceedings involving utilities are uncertain, and unfavorable results could increase

our costs, delay our projects, or limit the alternatives available to us. More broadly, regulatory proceedings

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relating to cost allocation, rate design, and the treatment of large electricity loads are ongoing in numerous

jurisdictions, and adverse outcomes, changes in policy, or the imposition of new tariffs, surcharges, or

curtailment obligations applicable to data centers could increase our costs or limit our access to electrical

power.

In addition, the construction of the generation and transmission infrastructure on which we depend is itself

capital-intensive and exposed to labor shortages, supply chain disruptions, permitting delays, changes in

interest rates, tariffs, other cost overruns, and financing constraints. The significant and increasing capital

required to fund these generation, transmission, and related infrastructure investments, whether incurred by

us, our utility and energy supply providers, or our data center development partners, is sensitive to prevailing

interest rates and the availability of debt or equity financing on acceptable terms. Any inability of our partners

to access capital when needed, and the limitations, cost, and competition for such capital, could increase the

cost of the power on which we depend, delay or halt projects, or render certain facilities commercially unviable,

and under certain of our arrangements, we bear these financing and capital costs directly or on a pass-through

basis. Furthermore, newer sources of generation, such as solar, wind, battery storage, nuclear, and geothermal

power, may not be available in the quantities or on the timelines we require, or may be available only at higher

cost. Our facilities separately depend on access to reliable water for cooling, which in some regions is scarce,

subject to use restrictions, or increasingly costly. Any of the foregoing could adversely affect the availability of

the power or water we require, increase our costs, or limit our ability to develop, expand, or operate our data

center facilities, which could adversely affect our business, financial condition, and results of operations.

Competition for access to electrical supply and data center locations with adequate power availability is intense,

and we compete for such access with well-capitalized CSPs, some of which produce and develop competing AI

models, cryptocurrency mining operations, and other large-scale electricity consumers. In addition to, or

sometimes in lieu of, grid-based electricity, an increasing share of data centers are being developed with

dedicated on-site power generation capacity that supplies electricity directly to the facility independent of any

utility-operated electric grid. The reliability of such off-grid power generation solutions varies by the underlying

technology, the equipment used, and the operator and will reflect site-by-site operational and environmental

profiles. Development of this new capacity in turn requires power generation and electrical infrastructure that

are themselves subject to supply challenges and operational complexity. For example, certain of our planned

data center facilities rely on dedicated on-site natural gas-fired generation, which exposes us to fuel price

volatility and supply disruptions that are outside of our control and for which we bear the cost on a pass-

through basis. These facilities are also subject to constraints on pipeline capacity and firm fuel transportation

necessary to deliver natural gas. As data center operators increasingly rely on natural gas-fired generation, and

because behind-the-meter and on-site arrangements are feasible only in some jurisdictions given the applicable

regulatory frameworks, we expect increased competition among users for the same natural gas supply and

pipeline capacity in those areas. This competition could drive up the price of natural gas in such areas and may

adversely affect our ability to contract for firm fuel supply and transportation and to secure the pipeline

connections and laterals our facilities require.

These dynamics present several related risks. We may be unable to secure firm gas supply and transportation

during the development of a facility, causing a planned site to be delayed or abandoned; we may face fuel supply

or delivery disruptions once a facility is operating; and because our arrangements generally provide for fuel and

related costs to be borne by us on a pass-through basis without cost caps, we remain exposed to increases in the

cost of natural gas and its transportation. More broadly, the cost of electricity is subject to significant variability

that is largely outside of our control, as wholesale electricity prices fluctuate with changing supply and demand,

weather, fuel prices, tariffs or surcharges, and grid stress, and can rise sharply during periods of peak demand

or constrained supply, and such increases in energy costs could adversely affect our results of operations.

In some regions, including certain regions where we have contracted compute commitments, data center

development has prompted public controversy and regulatory scrutiny regarding environmental impact, land

and water use, and the allocation of limited power resources. For example, if our efforts to secure electrical

power are perceived to affect other utility customers and the broader grid, regulators may impose conditions,

standby charges, or other requirements intended to address such impacts. More broadly, our access to electrical

power is subject to an evolving regulatory framework characterized by complexity, jurisdictional overlap, and

rules that were largely designed around service by incumbent utility providers and existing generation

arrangements and that may not readily accommodate new entrants or alternative approaches, which can result

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in significant delay or prevent the development of the generation we require. Grid-tied electrical supply, for

instance, is subject to the jurisdiction of federal and state energy regulators, regional grid operators, and public

utility commissions, while behind-the-meter and on-site generation is subject to a distinct set of exclusive

service franchise protections, permitting, environmental, air quality, interconnection, and siting requirements.

In addition, environmental standards applicable to power generation continue to evolve, including as a result of

changing governmental priorities and shifting public and political views regarding climate change and the

appropriate treatment of various power generation sources. Any failure to secure access to adequate electrical

power, any legal, regulatory, or other administrative action or change limiting the availability of electricity, or

any significant increase in energy or compliance costs, could adversely affect our cost structure and limit our

ability to scale our compute infrastructure, develop and deploy our models, and service our customers. We have

also made, and may in the future make, voluntary commitments to offset the impact of our data center energy

consumption on local communities and electricity ratepayers, including commitments to cover grid

infrastructure upgrade costs, procure new power generation to match our energy needs, invest in curtailment

systems to reduce strain on the grid during peak demand periods, and address environmental impacts. These

commitments have increased, and we expect will continue to increase, our operating costs. Moreover, we

believe this is part of a broader emerging trend in the AI industry, and such commitments, or similar

obligations, may become increasingly standard or required, which could further increase our costs. In addition,

the physical effects of climate change may increase our operating costs over time, as higher average

temperatures can increase the power consumption and water usage required to cool equipment at the facilities

on which we depend.

Data Center Infrastructure

Even where chips and electrical power are available, the development of data center facilities requires

substantial time, capital, and specialized expertise. Data center construction involves lengthy permitting

processes, complex supply chains for specialized equipment, and significant lead times for the installation and

commissioning of cooling systems, electrical infrastructure, and networking equipment. Labor shortages,

including shortages of, and competition for, electricians, facility technicians, and other skilled tradespeople,

supply chain disruptions, permitting delays, and other factors can extend construction timelines and increase

costs. Further, given data center development projects require advanced and significant capital commitments

with dedicated end users, we have in some cases relied, and expect to continue to rely, on arrangements for

financing or with partners who guarantee the lease obligations to support the development of data center

capacity that is expected to host such partner’s chips or computing infrastructure. In addition, there are a

limited number of qualified third-party vendors with the expertise we require and that support the particular

infrastructure we wish to implement. Accordingly, we rely on this limited number of third parties for the

construction, management, and operation of certain of our data center facilities, some of which have limited

operating history or may have less experience operating data center infrastructure at the scale and complexity

our operations require. In certain cases, these third-party operators are trained or supervised by our chip

partners to manage facilities on our behalf but are not affiliates of those partners and may not have the same

depth of expertise, operational resilience, or resources. Any failure by these third-party operators to perform as

expected could disrupt our access to compute. In addition, safety or environmental incidents at facilities built or

operated for us, whatever their cause, could expose us to claims, fines, or suspensions of construction or

operations, the costs of which we may bear. We also depend on an extended network of suppliers, builders, and

facility operators. If any of them engage in practices that are unsafe, unlawful, or contrary to the labor, human

rights, environmental, or other standards we or our partners require, we could face legal liability, lose the

ability to use affected suppliers or facilities, and suffer harm to our reputation, even where we did not direct or

know of the conduct.

Our collective data center infrastructure is currently concentrated primarily in the United States, which exposes

us to risks associated with regional regulatory changes, power grid constraints or failures, disruptions to

network connectivity between facilities, natural disasters, physical attacks—including those motivated by

geopolitical events, opposition to AI, and opposition to data center development—and other disruptions that

could affect multiple facilities. Certain state, local, and municipal jurisdictions in the United States are also

considering or have approved moratoriums on new data center construction, citing public health, safety, and

environmental concerns. Such jurisdictions and other regulators, grid operators, or utilities may also adopt

other measures that subject users of large electricity loads, including data centers, to curtailment, interruptions,

forced reductions, disconnection, or other restrictions during periods of grid stress, whether through changes in

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law or policy, market or reliability constraints, limits on transmission and distribution infrastructure, or a

preference for protecting other utility customers and the broader grid. New large loads on the electrical grid

may be increasingly subject to mandatory curtailment in regions where there is insufficient grid-connected

power generation to reliably supply existing and new electricity loads. For example, states such as New York

and Texas have recently moved to regulate large-scale data centers, whether by pausing state permitting for

new large facilities, as New York has, or by subjecting large electricity loads to curtailment or disconnection

during grid emergencies, as Texas has. Such moratoriums, or similar actions, could delay or prevent the

construction or expansion of facilities on which we depend for compute. Opposition to data center development

has also become more organized and coordinated across jurisdictions and our public profile may draw

particular attention to projects associated with us. The loss of, or a significant disruption at, any major facility

may not be readily absorbed by our remaining or future infrastructure. We are expanding our data center

capacity internationally as part of our efforts to diversify our infrastructure footprint and reduce concentration

risks associated with operating a significant portion of our compute infrastructure in the United States and to

support our international growth strategy, including by entering into letters of intent and negotiating lease and

related agreements for data center facilities in multiple non-U.S. jurisdictions, which exposes us to additional

risks related to foreign regulatory requirements and approvals, data sovereignty and localization laws,

governmental access or assistance requirements, cross-border data transfer restrictions, foreign tax regimes,

and increased operational complexity. Our ability to enter into definitive agreements for data center capacity

and operations in non-U.S. jurisdictions depends on the timely formation, registration, and receipt of

governmental approval of local subsidiaries, as well as the establishment of local banking arrangements, and

any delay or failure in completing these steps could delay or prevent us from mitigating our infrastructure

concentration risks, executing our international growth strategy, securing planned compute capacity, or could

result in substantial additional taxes, penalties, or other liabilities. In addition, regulatory, legal, and other

constraints in many jurisdictions may limit the locations in which we can practically site or contract for data

center capacity, which could constrain our ability to diversify our infrastructure footprint as quickly or as

broadly as we currently intend.

We and our principal competitors rely on substantially similar inputs to develop and deploy frontier models,

including advanced chips sourced from a small number of suppliers and data center capacity and compute

obtained from CSPs and other third parties. As we and our competitors increasingly pursue vertical integration,

the basis of competition could shift over time to encompass not only which company can develop the most

capable models, but also which company can develop the best underlying components. Our future

competitiveness may depend in part on our ability to successfully develop vertically integrated compute

infrastructure on competitive terms and timelines, and there can be no assurance that we will be able to do so.

Our competitors may be better positioned, or may invest greater efforts, to vertically integrate across the

compute supply chain, including through proprietary chip design, fabrication, ownership or long-term control

of data center infrastructure, access to dedicated power generation assets, exclusive supply arrangements with

hardware manufacturers, or by securing the limited sites suitable for large-scale data center development ahead

of us. Competitors that succeed in controlling a greater share of these supply chain layers may be able to secure

compute at greater scale, lower cost, or with greater reliability than we can, particularly during periods of high

demand or supply constraint, when captive supply relationships may confer certain advantages over

participants that depend on third-party providers. Such competitors may also develop proprietary hardware-

software co-designs that optimize compute efficiency for their specific model architectures, which could

compound any capability gap across successive model versions. While we are pursuing initiatives to develop

dedicated data center infrastructure, there can be no assurance that these efforts will be completed on the

timelines or at the costs we anticipate, or that they will be sufficient to offset any structural advantages that

vertically integrated competitors may achieve. Competitors that succeed in these efforts may be better

positioned to remain at the frontier of AI regardless of broader market constraints.

Natural hazards, extreme weather, or other disruptions affecting the regions where these inputs are produced

or where our facilities are located could further constrain the availability of chips, power, water, or data center

capacity on which we depend. If we are unable to manage the foregoing risks, our business, financial condition,

and results of operations could be adversely affected.

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We are highly dependent on the continued service of our co-founders, senior management

team, and key technical employees, and the loss of any of these individuals may adversely

affect our business, financial condition, and results of operations.

We are highly dependent on the continued service of our Chief Executive Officer, President, co-founders, senior

management team, and key technical team. In particular, our Chief Executive Officer and President are critical

to setting our strategic direction, advancing our research agenda, shaping our safety and governance

frameworks, and generally advancing our mission, and we believe that their leadership would be difficult to

replace. If either were to become unavailable for any reason, or if either of their reputations were significantly

harmed, regardless of merit, there could be an adverse impact on our operations and competitive position,

employee morale, employee retention, pace of innovation, customer and partner confidence in our company,

our brand and reputation, and our long-term strategic objectives. Further, the loss of key personnel, including

members of our founding team and senior management team, and key engineering, research, product

development, marketing, and sales personnel, could also disrupt our operations and have an adverse effect on

our business. Many of our key personnel, particularly within our technical and research teams, are strongly

motivated by our mission and the opportunity to work on addressing specific problems within the AI landscape.

To the extent that their interests evolve, they seek to pursue different technical challenges or areas of focus, or

they are drawn to other organizations or initiatives that they perceive as better aligned with their personal

beliefs or professional objectives, we may face increased difficulty retaining such personnel. This risk may be

heightened as we continue to scale and mature as an organization, which may change the nature of the work

environment, priorities, or perceived mission alignment for certain personnel, including personnel who may

conclude that the objectives that drew them to us have been substantially achieved. In addition, under certain of

our agreements with suppliers, the loss of certain key personnel could accelerate our obligations or otherwise

trigger adverse consequences under such agreements.

If we are unable to retain key personnel, or if we fail to conduct effective succession planning and find suitable

replacements for any losses of such key personnel in a timely manner and on competitive terms, we could

experience declines in sales, delays in research and development, and harm to our business and operations. If

we are unable to manage the foregoing risks, our business, financial condition, and results of operations could

be adversely affected.

We may require additional capital to meet our substantial ongoing obligations and support

our business growth, and our ability to generate sufficient revenue and secure additional

capital on acceptable terms is critical to our continued operations and competitive position.

Our business model requires substantial and increasing capital to support our ability to remain competitive and

to stay at the frontier of AI. We intend to continue to make significant financial investments to support our

business growth and may require additional funds to acquire sufficient compute and respond to business

challenges, including expenditures to create, maintain, upgrade, and enhance our models, platform, and

applications, including costs related to investments in infrastructure, human capital, office expansion, and data

assets. In addition, we may use a portion of our cash to satisfy tax withholding and remittance obligations

related to outstanding RSUs and equity awards that we grant in the future.

In addition, to date we have financed our compute primarily under arrangements with CSPs, with costs

recognized as compute is made available to us. We may in the future finance a greater portion of our compute

on an up-front basis, including through capital leases, prepayments, debt-financed purchases of equipment, or

similar arrangements. If we were to do so, we may incur significant cash outflows in advance of compute

availability or related revenue, which could increase demands on our cash flows and liquidity and our need to

raise additional capital. Such arrangements could also increase our capital intensity and alter our cash-flow

profile.

Accordingly, it is critical that we maintain strong revenue growth, grow revenue efficiently relative to our

committed compute, infrastructure, and personnel costs, and manage our cash flows effectively. To the extent

that such efforts are insufficient to meet our capital needs, we may need to obtain additional capital through

equity or debt financings. If we raise additional funds through future issuances of equity, equity-linked

securities, or convertible debt securities, our existing stockholders could suffer dilution, and any new securities

we issue could have rights, preferences, and privileges superior to those of holders of our common stock.

Further, the conversion of our outstanding convertible securities will cause additional dilution to our existing

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stockholders. Any debt financing that we may secure in the future may involve restrictive covenants relating to

our capital raising activities and other financial and operational matters, potentially making it more difficult for

us to obtain additional capital and to pursue business opportunities.

In addition, our ability to draw amounts under certain of our note purchase agreements (“NPAs”) is not

guaranteed and is subject to the satisfaction of specified conditions. In particular, our ability to access

additional amounts under certain of these facilities depends on our achievement of certain revenue

performance targets and/or the ability of third parties to deliver additional compute to us. While we have

historically surpassed all such revenue performance targets, there can be no assurance that revenue will

continue to exceed these thresholds at all times in the future. If these conditions are not satisfied, we may be

unable to draw additional amounts under the applicable NPA, which could adversely affect our cash flows and

liquidity. For more information about the terms of our convertible promissory notes, see the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Convertible Notes.”

We may not be able to obtain additional financing on terms favorable to us, if at all. We evaluate financing

opportunities from time to time, and our ability to obtain financing will depend, among other things, on our

development efforts, business plans, and operating performance and the condition of the capital markets at the

time we seek financing. The equity and debt markets may experience extreme volatility and disruption from

time to time, which could result in higher credit spreads in such markets and higher funding costs for us. If we

are unable to generate sufficient revenue growth or obtain adequate financing or financing on terms satisfactory

to us when we require it, our ability to continue to support our business growth, scale our infrastructure,

develop new models, platforms, and applications, enhance our existing models, platform, and applications, and

respond to business challenges may be impaired, and our business, financial condition, and results of

operations may be adversely affected.

Our company culture has contributed to our success and, if we cannot maintain this culture as

we grow, our business could be adversely affected.

We believe that our company culture is a critical component to our success. We are a mission-driven company

and our culture reflects a strong emphasis on the Company Purpose. Our ability to continue to cultivate and

maintain this culture is essential to our growth and continued success. We face a number of challenges

associated with our commitment to our company culture, including:

•the need to identify, attract, reward, and retain people in leadership positions in our organization who

share and further our culture, values, and mission;

•the increasing size and geographic diversity of our workforce, and our ability to promote a uniform and

consistent culture across all of our offices and employees;

•internal and external perceptions about our mission, values, commitment to safety, and uses of our

models, platform, and applications;

•engagement with government policymakers on issues that resonate differently across our workforce;

•competitive pressures to move in directions that may divert us from our mission and values;

•the rigorous, values-driven standards we apply in hiring and decision-making, which may slow the

pace at which we can scale our workforce or expand our operations relative to competitors;

•the continued challenges of a rapidly evolving industry;

•the increased scrutiny and expectations associated with operating as a public company; and

•the need to balance our long-term, mission-driven objectives with shorter-term financial performance

expectations, which may create internal tension and challenge our ability to consistently reinforce our

cultural values and mission across teams and leadership.

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Our mission-driven culture is one of our core characteristics that helps us to attract and retain key personnel

and differentiate us in the market. If we are unable to maintain our culture, as well as balance our commitment

to maintaining our culture with the demands of rapid growth, competition, and operating as a public company,

our employee morale, engagement, and retention could suffer, requiring us to incur additional costs or adopt

alternative recruiting strategies, which could adversely affect our business, financial condition, and results of

operations.

We face intense competition, and if we are unable to compete effectively, our business,

financial condition, and results of operations could be adversely affected.

The market for AI models, platforms, and applications is rapidly evolving, intensely competitive, and subject to

frequent and significant changes in technology, evolving customer requirements and expectations, shifting

industry standards, regulatory developments, new market entrants, and new models, platforms, and

applications. We face competition from a wide range of companies across multiple categories.

We compete directly with companies developing frontier models for third-party software developers and

enterprises. Our primary competitors in this category include Alphabet Inc. (together with its affiliates,

“Google”) and OpenAI Group PBC (“OpenAI”). These competitors are developing increasingly capable AI

systems and compete with us for customers, talent, compute, and strategic partnerships. Many have

substantially greater financial, technical, and marketing resources than we do, their own or greater access to

sources of compute, longer operating histories, greater brand recognition, and established relationships with

current and potential customers and partners, which facilitates their ability to integrate their models into first-

party applications sold directly to businesses.

We also compete with a broader set of model providers operating at or below the frontier, including large

companies, specialized AI labs, and a growing range of other open-weight or open-source (shared weights,

training data, and code) models released by international and domestic organizations. Such providers compete

for a growing range of enterprise workloads that prioritize cost efficiency over intelligence. In particular, certain

large companies compete through proprietary AI models, integrated AI capabilities in existing products, and

control of cloud infrastructure and distribution channels. Some of these companies also have substantially

greater financial, technical, and marketing resources than we do, their own or greater access to sources of

compute, longer operating histories, greater brand recognition, and established relationships with current and

potential customers and partners. In addition, some have substantially broader and more diverse product and

service offerings and may be able to leverage existing relationships with distribution partners and customers to

gain business in ways that discourage customers from purchasing our models, platform, and applications. For

example, competitors may bundle AI capabilities with other products, integrate AI functionality into products

that customers already use, offer closed technology platforms that lock customers into their ecosystems, sell

products at zero or negative margins to gain market share, or use their substantial financial resources to

subsidize the cost of AI models, platforms, and applications. Customers may prefer to purchase from existing

vendors with which they have established relationships, even if our models, platform, and applications offer

superior features or performance. Further, large companies that are currently our customers may choose to

develop their own AI capabilities internally rather than purchase our models, platform, and applications.

Specialized AI labs, on the other hand, are competitive due to their ability to offer specific AI applications and

differentiated business models. These companies can move quickly, attract top talent, develop novel

approaches, platforms, or business models that disrupt existing competitive dynamics, and introduce

technologies or products with greater performance or functionality, lower cost, ease of implementation, or other

advantages. Some competitors or customers may have access to proprietary datasets, distribution channels, or

domain-specific expertise that we do not possess, or new competitors may emerge that address particular

industries or use cases more effectively than our models, platform, and applications, which could enable them

to develop more specialized or higher-performing AI systems. In addition, competitors, customers, or other

third parties have attempted in the past and will likely continue to attempt to replicate, distill, extract, or

otherwise derive the functionality or capabilities of our models through permitted or impermissible means,

including through our research previews. These actions could reduce the technological differentiation of our

offerings; enable the development of competing products at lower cost, with reduced research and development

investment, or that replicate our models without safety controls or safeguards that were incorporated in our

versions; implicate national security concerns or strain geopolitical tensions; and intensify competitive

pressures. In addition, efforts to prevent or mitigate model replication, distillation, or other forms of extraction

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may require us to modify our models, platform, and applications, limit features or use cases, or implement

technical safeguards that could reduce the usability or attractiveness of our offerings, slow adoption, and

adversely affect customer demand and revenue. More broadly, as AI models are increasingly used to develop

other AI models, the knowledge and techniques required to build frontier models may become more widely

available over time, including through distillation, unauthorized access to or theft of model weights, or the

diffusion of AI-assisted research and development capabilities across the industry. If the ability to develop

highly capable models becomes more broadly available, our technological differentiation could erode and

competition could increasingly depend on access to large-scale compute rather than on model development

capability. In such an environment, access to sufficient compute on economical terms could become the

primary constraint on our ability to train and serve competitive models, and our business, competitive position,

and results of operations could be adversely affected if we are unable to secure compute at the scale, cost, or on

the timeline we require.

Additionally, open-weight or open-source AI models may capture a portion of the market for certain use cases,

which could exert pricing pressure on our offerings or lead certain customers to adopt open-source alternatives

for those use cases.

A significant portion of our customer base consists of startups and technology-oriented enterprises that may be

more sensitive to adverse macroeconomic conditions and may reduce or delay spending during a downturn.

Because our cost structure limits our ability to rapidly adjust spending, a sustained economic downturn could

disproportionately disadvantage us relative to larger, better-capitalized competitors. Such competitors may be

better positioned to absorb or withstand adverse economic conditions or reductions in customer technology

spending due to their greater financial resources, diversified product offerings and customer bases, and more

stable revenue streams. It could also disadvantage us relative to smaller startups with leaner cost structures,

lower fixed overhead, and fewer long-term contractual commitments that could help enable them to adjust

spending more rapidly than we can. As a result, competitive pressures on our business could intensify, which

could adversely affect our business, financial condition, and results of operations.

If we are unable to differentiate our models, platform, and applications from competing offerings through

enhanced functionality, superior performance, better safety features and reliability, lower cost, or other factors,

demand for our models, platform, and applications may decline. The rapid pace of technological change in AI

means that models, platforms, and applications can quickly become outdated. We must continuously invest in

research and development to maintain our competitive position, but there is no guarantee that our investments

will result in models, platforms, and applications that customers prefer over competing alternatives. Moreover,

we are first and foremost a research lab, and our strategy prioritizes frontier research and model capability. We

believe the advancing intelligence and capabilities of our models are the principal drivers of their adoption, and

we have historically prioritized research and model development rather than new products and applications or

sales and marketing. This approach assumes that model capability will continue to be a meaningful source of

competitive differentiation. However, as the AI industry matures, the degree of differentiation among advanced

AI models may narrow. This convergence may result from factors such as overlapping or similarly sourced

training data, the widespread adoption of comparable model architectures, training techniques, and

optimization methods, shared access to computing infrastructure, and the rapid dissemination of research

advances across the industry. To the extent competitors are able to achieve comparable model capabilities with

lower development or deployment costs, our ability to differentiate our models, platform, and applications on

the basis of performance, functionality, or cost may be diminished. If differentiation among advanced models

narrows, or if customers increasingly select AI providers on the basis of application features, user experience,

distribution, integration into products they already use, or the strength of a sales organization rather than

model capability, competitors that have invested more heavily than we have in those areas could be better

positioned than we are. Responding to such a shift could require us to increase our investment in product

development and sales and marketing substantially beyond our current plans, which could take longer or cost

more than we anticipate and could reduce the compute and other resources available for frontier research, and

we may not be able to execute such a shift quickly or effectively. See also the section titled “—We have a limited

history under our current go-to-market strategy, and our efforts to scale and evolve our customer acquisition,

engagement, and retention model may not be successful.”

If we are unable to compete successfully, our business, financial condition, and results of operations could be

adversely affected.

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If we fail to attract new customers, retain existing customers, or expand usage of our models,

platform, and applications, our business, financial condition, and results of operations could

be adversely affected.

Our future growth depends on our ability to attract new customers, retain existing customers, and expand sales

within our existing customer base. We face significant challenges in each of these areas, and failure to execute

on our customer acquisition and retention strategies could adversely affect our business, financial condition,

and results of operations.

We must continue to attract new customers in a cost-effective manner. Potential customers may not understand

the benefits of our models, platform, and applications or may be unable to justify the investment in our models,

platform, and applications, particularly as existing competitors continue to enhance their offerings, improve

performance, expand functionality, or reduce costs. Our ability to demonstrate differentiated value to potential

customers may become more difficult as this competition intensifies, or as large technology companies bundle

AI capabilities into existing products. If we continue to focus on enterprise customers, we may face longer sales

cycles that demand significant upfront investment in enterprise sales teams and customer service. These sales

efforts are costly and may not result in customer conversion.

Even if we successfully attract new customers, we face significant challenges in retaining them. Many of our

customer contracts allow customers to reduce usage or terminate with limited or no notice. Customers are not

obligated to renew their subscriptions or contracts with us. Customer retention and usage levels may decline

due to a number of factors, including:

•dissatisfaction with the performance, reliability, safety, or accuracy of our AI models;

•availability of competitive alternatives;

•customers developing their own AI capabilities internally;

•our models, platform, and applications reducing demand for our customers’ offerings or causing

disruptions to their businesses, which could lead to reduced usage or customer attrition;

•changes in customer budgets or strategic priorities regarding AI investment;

•concerns about data privacy, security, or our data handling practices;

•negative publicity regarding AI generally or our business specifically;

•changes in the regulatory and legal landscape surrounding AI and our models, platform, and

applications in particular;

•pricing changes or perception that our pricing is not competitive; and

•general economic conditions or industry-specific downturns affecting our customers.

Our ability to retain customers and drive expansion also depends on our continued investment in product

development. The process of developing products and incorporating new technologies is complex and

uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends and

opportunities, we may not be able to compete effectively and our business and ability to generate revenue could

be adversely affected. As AI technology evolves rapidly, customers may perceive our models, platform, and

applications as becoming outdated or may expect continuous improvements to model performance and

capabilities. Even minor degradations in model performance or increases in response latency could cause

customers to reduce usage or switch to competitors. If we are unable to retain existing customers or if our

customers do not maintain their usage levels, our revenue and growth could be adversely affected. For

additional discussion on product development, see the section titled “—Our success depends in large part on

our ability to continue to develop the most advanced and capable AI models, and any failure to do so could

adversely affect our business.”

Some of our enterprise customers may have the financial resources, technical capabilities, and access to the

talent and compute necessary to develop and deploy proprietary AI models, and may reduce or cease usage of

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our models, platform, and applications as their internal AI capabilities mature, even where they initially

adopted our offerings as a foundation for their AI strategy. If these customers were to reduce or cease usage of

our models, platform, and applications, our revenue and growth could be adversely affected.

In addition to retaining customers, our growth strategy depends in part on expanding usage within our existing

customer base by increasing usage volumes, selling additional capabilities, and expanding adoption across

departments and use cases within customer organizations. However, customers may not expand their usage for

a variety of reasons, including satisfaction with current usage levels, budget constraints, technical challenges in

integrating our models, platform, and applications more broadly within their organizations, or preference for

multi-vendor AI strategies in order to limit dependence on any single provider. Due to our consumption-based

pricing model, customers may reduce or cease usage at any point within a given period due to budget or

internal procurement constraints, organizational spending controls, or other factors unrelated to the quality or

performance of our models, platform, and applications, and may not resume usage until a new budget period

commences or additional spend is approved, even where demand for our models, platform, and applications

remains strong. As a result, our revenue could be lower or more variable than anticipated and this effect may be

particularly pronounced among customers experiencing rapid growth in their usage of AI. If we increase sales

and marketing expenditures to accelerate customer acquisition without achieving proportional revenue growth

and if we cannot attract new customers, retain existing customers, expand within our customer base, or

accomplish these objectives in a cost-effective manner or timely manner, our revenue growth will decline and

our business, financial condition, and results of operations will be adversely affected.

If the market for our models, platform, and applications develops more slowly than we expect

or declines, our growth may slow or stall, and our business, financial condition, and results of

operations could be adversely affected.

The market for AI technologies, including frontier AI and related models, platforms, and applications, has

grown rapidly in recent years, but is still relatively nascent and evolving rapidly, and it is uncertain whether the

market for such AI technologies will achieve or sustain widespread adoption at the pace or to the extent we

expect. Our ability to generate revenue and achieve sustainable growth depends in significant part on the extent

to which enterprises, software developers, and other users adopt AI technologies, integrate them into existing

workflows, expand usage over time, and are willing to pay for our models, platform, and applications at levels

that support durable economic value at scale. Market adoption may be slower than anticipated due to factors

such as uncertainty regarding the cost, performance, reliability, and perceived value of AI solutions; increased

regulation; concerns about security, privacy, legal and regulatory compliance, or ethical considerations;

technological challenges; level of effort and expense associated with integration efforts; competition from

alternative or emerging technologies; the availability or adoption of complementary infrastructure and

workflows; or reductions in corporate spending due to macroeconomic conditions. Moreover, demand for

frontier models may decline if customers determine that less advanced, lower-cost models are sufficient for

their particular use cases. As AI capabilities improve across the industry and a broader range of models

becomes available, customers may conclude that incremental performance gains at the frontier do not justify

the additional cost, and may migrate toward smaller, cheaper, or open-source alternatives that adequately

address their needs. If we are unable to demonstrate sufficient differentiated value from our frontier models

relative to less capable alternatives, our revenue and growth could be adversely affected, even in a market where

overall AI adoption continues to grow. Further, while AI adoption may continue or accelerate in certain areas,

the long-term trajectory of this technological trend is uncertain, and market understanding, acceptance, and

valuation of AI-enabled models, platforms, and applications may be inaccurate or change over time and

adoption may occur unevenly across industries, geographies, and customer types. If growth in the AI market

does not translate into sustained customer demand for our offerings, expanded usage, and increased revenue,

or if anticipated use cases fail to materialize, our prospects, business, financial condition, and results of

operations could be adversely affected.

The political environment and our engagement with policymakers and public positions on AI

regulation and safety could subject us to heightened scrutiny, political backlash, or

disproportionate regulatory action.

Our commitment to responsible and safe AI development includes active engagement with policymakers,

regulators, and other stakeholders regarding the development of AI-related laws, regulations, and standards.

We have participated in, and will likely continue to participate in, political processes, including through

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contributions, advocacy, or support of political organizations. In addition, our executives and other

representatives have publicly expressed and may in the future publicly express views on AI policy, regulation,

safety, and related social or political issues. As a result, we have experienced, and may continue to experience,

increased visibility and may continue to be subject to heightened scrutiny or the risk of being disproportionately

or selectively targeted by particular governmental bodies, even where similarly situated companies are not,

including through investigations or enforcement actions, the imposition or selective application of regulatory,

licensing, or permitting requirements, adverse treatment in government procurement or provision of security

clearances, or targeted immigration or visa actions affecting our personnel. As part of our political engagement,

we have advocated for, and will likely continue to advocate for, regulatory approaches or industry standards

that we believe promote the safe and responsible development of AI but that could increase our compliance

burdens, limit our product development or deployment flexibility, or otherwise slow our growth relative to

competitors.

Our public positions, stated values, policy advocacy, or statements by our executives have attracted, and may

continue to attract, criticism from influential political figures, industry participants, regulators, or other third

parties, particularly in politically sensitive or polarized environments, which could shape public narratives or

regulatory perceptions of our business in ways that are unfavorable to us. For example, public statements by us

or other industry participants regarding the safety of frontier AI development have been cited by governmental

actors to support litigation or regulatory claims, including requests for injunctive relief restricting model

development, and could be cited in future proceedings involving us. Such scrutiny or backlash could result in

reputational harm, increased compliance or operating costs, investigations, enforcement actions, or restrictions

on our operations, any of which could adversely affect our business, financial condition, and results of

operations.

If the use of our AI models results in harm, whether through use by malicious actors or misuse

by other third parties, or if our model guardrails or safeguards fail to prevent such misuse,

our reputation and brand, business, financial condition, and results of operations could be

adversely affected.

While our AI models are designed to comply with our AI safety and usage guidelines and be broadly safe,

ethical, and helpful, and while we have implemented safety measures intended to anticipate, identify, and

mitigate potential harmful uses, such measures are incomplete, may be outdated in light of evolving threat

models, or may fail to identify or prevent all potential misuse of our models, and our models have been, and

may continue to be, misused or manipulated to produce harmful outputs or carry out harmful actions.

Malicious actors have used, and may continue to develop novel or more sophisticated methods to use, our

models in ways that violate our usage policy or seek to circumvent our model guardrails or safeguards through

techniques such as prompt injection, adversarial inputs, or other methods, and use our models to engage in

harmful activities, including developing weapons, generating fraudulent or misleading content, conducting

cyberattacks, perpetrating acts of violence, or to engage in activities that would otherwise be prohibited under

our usage policy or in violation of applicable law. Our customer onboarding diligence varies by access channel,

and we do not and in certain situations cannot uniformly verify the identity of those who access our models or

of our customers’ end users, which may limit our ability to prevent access or recidivism by malicious actors or

to enforce our usage policy or other policies.

Moreover, our safety and security controls, including automated classifiers and monitoring systems, depend on

complex internal configurations that have failed, been misconfigured, or been inadvertently disabled, and may

do so again in the future without our timely detection. Any undetected failure of our safety controls could

permit misuse that our safeguards are designed to prevent, and could result in real world harm, legal liability,

regulatory or enforcement action, loss of customer trust, and reputational harm, any of which could adversely

affect our business, financial condition, and results of operations.

In particular, our most capable models have demonstrated, and future models are expected to demonstrate,

capabilities that could provide meaningful assistance to malicious actors seeking to develop chemical,

biological, or other dangerous weapons. We deploy technical safeguards, including automated classifiers,

specifically intended to detect and block these categories of misuse, but such safeguards are incomplete, may be

outdated in light of evolving threat models, have been and may in the future again be circumvented, or may fail

to operate as intended. Any actual or perceived use of our models to contribute to the development of such

weapons could result in harm, legal liability, regulatory or enforcement action, loss of government and

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enterprise relationships, and damage to our reputation and brand, any of which could adversely affect our

business, financial condition, and results of operations.

For example, in September 2025, we detected and assessed with high confidence that a Chinese state-sponsored

hacking group manipulated our Claude Code tool into attempting infiltration into roughly 30 global targets,

including large technology companies, financial institutions, chemical manufacturing companies, and

government agencies, resulting in a limited number of successful intrusions. We believe this is the first

documented case of a large-scale cyberattack executed without substantial human intervention. We expect that

malicious actors, including sophisticated state-sponsored actors, will continue to seek to leverage our models,

platform, and applications for harmful actions, including by circumventing our safeguards, and their efforts to

do so may increase as the capabilities of our technology increase. Any successful attempt to misuse, or any

perceived misuse of, our models, platform, and applications for a cyberattack or for any other malicious

purpose could result in exposure to liability, disruption of our customer or other commercial relationships, or

damage to our reputation. The risks of such harms may increase as the cybersecurity-related capabilities of our

models, platform, and applications increase. Independent security researchers and other third parties have also

used, and may in the future use, our models to identify and exploit vulnerabilities in the systems of other

companies, including other AI developers, at times in connection with authorized bug bounty programs. While

such activity may be lawful and consistent with industry practice for vulnerability research, it illustrates that

our models can function as a general-purpose tool for gaining unauthorized access to third-party systems, and

comparable capabilities could be used by malicious actors without authorization. Such incidents, whether or

not we are a direct party to them, may draw public and regulatory attention to the offensive cybersecurity

capabilities of our models and could result in reputational harm, calls for additional restrictions on our models,

or claims that we failed to adequately safeguard against such uses. For more information about risks related to

security incidents, see the section titled “—Any security breaches or other incidents, including those that affect

our networks, systems, or data, or the networks, systems, or data of our service providers, suppliers, or

customers, could adversely affect our business, financial condition, and results of operations.”

As part of our commitment to responsible security research and transparency, we disclose information about

the capability and safety of our models, the safeguards that we have adopted with respect to our models, and

instances of misuse of our technology, such as the September 2025 cyberattack described above. We also

publish model system cards, our research findings, and other safety-related information. We take steps to

ensure that such disclosures will not materially assist malicious activity and weigh the benefits and risks of such

disclosures from an ecosystem preparedness perspective; however, malicious actors, including sophisticated

state-sponsored adversaries, have in the past and may in the future use those disclosures to assist their

attempts to circumvent our safeguards and security measures, thereby increasing the risks of misuse of our

models, platform, and applications, as well as the potential for exposure to liability, regulatory or litigation

proceedings, or other harms. In addition, because these disclosures describe risks and observed model

behaviors in detail, they may draw heightened public, media, or regulatory attention and could be cited by

regulators, litigants, or others in proceedings or claims against us. The steps we take to prevent misuse of our

models, platform, and applications could be incomplete or may fail to operate as intended, and any actual or

perceived misuse could adversely affect our business, financial condition, and results of operations.

Our AI models may behave in unintended, misaligned, or autonomous ways, including by

taking harmful actions that no user or third party directed, which could adversely affect our

reputation and brand, business, financial condition, and results of operations.

Our AI models may themselves cause harm by producing undesirable outputs or behaving in unintended,

misaligned, or autonomous ways, including by taking unintended or harmful actions that no user or third party

directed. These risks may increase as our models become more capable and are granted greater autonomy,

permissions, and integration with external systems. Although we continue to study why these behaviors

emerge, our understanding continues to evolve, and we may be unable to anticipate or understand such

behaviors in the future.

In addition, our models have been and may continue to be deployed in high-risk or sensitive contexts, such as

healthcare, scientific and biomedical research, drug discovery and development, legal, finance, government, or

other critical decision-making environments, and in connection with hardware, where undesirable model

behaviors—which are inherently non-deterministic and may manifest in unpredictable ways, such as errors,

inaccuracies, biased or unsolicited views or hallucinations—could lead to serious harm, liability, or reputational

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or other damage. More broadly, the long-term effects of regular AI interaction on mental health, cognitive

development, and social behavior are not yet fully understood, and if such long-term harms do materialize in

the future, we could face significant liability, reputational harm, and adverse effects on our business, financial

condition, and results of operations.

Our development of more advanced AI models and our expansion into new jurisdictions could amplify the

foregoing risks. As our AI models become more advanced and capable, we have faced and may continue to face

heightened alignment, interpretability, controllability, and safety challenges, as more sophisticated models may

be better able to circumvent safeguards or behave in unintended ways. We may be unable to fully understand or

explain why our models produce particular outputs or behave in particular ways, which could limit our ability to

predict or prevent failures, provide explanations to customers or regulators, or satisfy emerging regulatory,

transparency, and explainability requirements.

In addition, our safety evaluations and testing processes have produced and may in the future produce

incomplete or unreliable results. For example, we have observed models behaving differently when they detect

or infer that they are being evaluated, which can limit our ability to accurately assess real-world risks or failure

modes prior to deployment. Such model awareness of our evaluation efforts creates a significant limitation on

our ability to assess model safety.

Furthermore, AI models have developed, and may in the future develop, unexpected capabilities during training

that were not anticipated, intended, or tested for, and such emergent capabilities may not be discovered until

after a model has been deployed, potentially resulting in safety incidents, reputational harm, regulatory

scrutiny, or the need to withdraw, retrain, or modify deployed models at significant expense. Such models may

also be deployed in higher-stakes or more sensitive applications, increasing the potential impact of errors,

misuse, or misalignment.

In addition, advanced AI models, including our models, give rise to novel ethical and safety risks, including

risks related to autonomy, manipulation, and the simulation of aspects of human psychology. These risks could

result in unforeseen harms and may require the development of governance structures, safeguards, or

mitigation strategies beyond existing AI safety frameworks, and there is always a risk that we will be unable to

develop or implement them effectively. In addition, models, including our own, have exhibited, and may in the

future exhibit, unexpected strategic or self-preserving behaviors, including attempts to resist shutdown, conceal

or manipulate information, or generate outputs that could be interpreted as coercive, deceptive, or

manipulative, including behavior resembling blackmail or efforts to influence human decision-makers to

preserve the model’s continued operation or access.

Even isolated or simulated instances of such behavior, whether occurring in testing or real-world deployments,

and whether occurring with our models or models developed by others, could generate significant public

concern, regulatory scrutiny, litigation risk, or reputational harm, regardless of whether such behavior results

in actual harm. For example, state attorneys general in California and at least 15 other states have announced

investigations of another company in our industry regarding AI safety. Concerns have been raised both within

our organization and by other researchers, regulators, policymakers, and industry participants that sufficiently

advanced AI systems could, if not developed, deployed, and operated with appropriate safeguards, oversight,

and security measures, pose catastrophic or existential risks to humanity, particularly if such systems were

misused, replicated, weaponized, or allowed to operate with a high degree of autonomy. We have observed that

our models are contributing to the pace of our own research and these risks will increase as AI systems

substantially automate AI research and development if, for example, they accelerate AI progress beyond our

ability to evaluate and safeguard new models, which could adversely affect our business, financial condition,

and results of operations.

Our development of highly advanced models, platforms, and applications and expansion of use cases could

further increase the risk that our models cause harm. For example, agentic AI systems are capable of

autonomously taking actions on behalf of users, interacting directly with external systems, executing code,

making API calls, sending communications, or completing transactions with limited human oversight. These

systems are designed to possess enterprise-level permissions, integrations, and contextual awareness and to

operate autonomously for extended durations, including sustained multi-step workflows lasting hours or days,

which amplifies the potential severity of any errors, misalignments, or security incidents that may occur during

such extended autonomous operation. These autonomous capabilities could increase the potential for harm, as

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errors, misalignment, or security exploits may result in real-world consequences—including consequences that

may be difficult or impossible to reverse, such as committing code changes, deleting or modifying data, or

completing financial transactions—before effective intervention is possible.

In an agentic workflow, an error or unintended action at any individual step may propagate through subsequent

steps, compounding the severity of harm before detection or correction. The pace and volume of autonomous

execution, particularly in enterprise deployments, may also exceed the capacity of human reviewers to

meaningfully understand and evaluate whether each action is appropriate. The effectiveness of human

oversight over our agentic offerings may be limited by the speed and volume of autonomous agent actions, the

complexity of multi-agent and multi-step workflows that may make it difficult for reviewers to assess whether

an agent’s actions are appropriate, and organizational pressures within customer environments to maximize

agent autonomy in order to achieve productivity gains. Human reviewers may experience alert fatigue, may lack

sufficient context to evaluate agent decisions, or may not review agent actions in time to prevent harm,

particularly in high-volume enterprise deployments where agents operate concurrently across multiple

workflows or in manners outside of a human’s awareness. In addition, agentic systems may pursue stated

objectives in ways that are technically consistent with their instructions but contrary to the user’s actual intent.

Moreover, our ability to anticipate, detect, or test vulnerabilities or other design or implementation

shortcomings in such systems may be constrained, particularly where agents operate across complex, multi-

step workflows or interact with third-party services outside our control, and the breadth and complexity of

potential interactions across such multi-step agent behaviors cannot be exhaustively tested prior to

deployment. Separately, models may behave in a misaligned manner and take harmful actions that are not

directed by a user or third party, pursuing objectives or acting on dispositions that diverge from those intended

by human users or developers. Misaligned behaviors of this kind, whether occurring in testing or real-world

deployments, have been observed both in our models and elsewhere in the industry, including in testing and

internal use, models circumventing network and sandbox restrictions, granting themselves permissions they

had not been given, taking unintended actions in pursuit of assigned goals, interfering with other AI agents, and

misrepresenting whether tasks had been completed or verified, and as models are granted greater autonomy,

permissions, and integration with external systems, the consequences of such misaligned behavior increase. For

example, during cybersecurity evaluations built by a third-party evaluation partner, a misconfiguration in the

testing environment left the model under evaluation connected to the open internet despite instructions that it

had no internet access. Four of our models gained unauthorized access to real third-party systems during

sessions lasting roughly 10 to 34 hours of active work. In one incident, after being unable to abort an impossible

task, an early version of a model used a password it found to gain administrator access to a third party’s system,

harvested additional credentials, changed system settings, and read one individual’s personal information. The

affected parties were notified. Each incident involved a single instance of a model working in isolation on its

assigned exercise, and our investigation found no evidence that any model coordinated with other agents,

pursued goals beyond its assigned task, or attempted to evade oversight. These risks may be heightened where

multiple AI agents operate together. Agents that interact or coordinate with one another may amplify,

propagate, or reinforce misaligned behavior across the group, pursue objectives collectively in ways not

intended or endorsed by any user, or take coordinated actions against systems or targets unrelated to their

assigned tasks, in each case, in ways that may be difficult to anticipate, detect, or contain. Incidents of this kind

have occurred, and we expect the deployment and interaction of larger numbers of autonomous agents to

increase these risks over time.

Our ability to detect and mitigate misaligned or unintended behavior depends in part on the effectiveness of our

alignment evaluations, monitoring, and other oversight and control techniques, many of which rely on our

models having a limited ability to evade or subvert such oversight. As our models become more capable, they

have become better able to circumvent such techniques, including by concealing misaligned objectives or

behaviors, and the effectiveness of our evaluation, monitoring, and control measures, and our ability to

measure the degree to which our models are aligned, may decline as a result. In addition, models, including our

own, have attempted, in incidents observed in our industry, to interfere with, manipulate, or subvert the

mechanisms used to evaluate, grade, or oversee such models, including the systems responsible for assessing

their performance or alignment. Models used, including our own, to assess the behavior of other models have,

and may in the future continue to, engage in misaligned behavior. Such conduct described above could cause

our evaluations to overstate the safety or alignment of our models and could further limit our ability to detect

misalignment. If we become less able to detect or assess misalignment as our models advance, we may deploy

models whose behavior we cannot adequately verify, which could increase the risk of undetected harmful

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conduct and misalignment, which could adversely affect our business, financial condition, and results of

operations.

We are also extending our models, platform, and applications into scientific, biomedical, and physical domains.

For example, we offer Claude Science, an agentic research environment that connects our models to scientific

databases, third-party and open-source scientific models, and customers’ own computing infrastructure, and

we have released, initially as a limited research preview, an open protocol that enables our models to monitor

and control laboratory instruments, robotic systems, and other physical hardware. We also conduct research on

the ability of our models to operate robotic systems. When our models direct physical equipment, errors,

misaligned behavior, adversarial manipulation, or misuse could result in bodily injury, property damage,

damage to costly equipment or experimental materials, or the release of hazardous substances, and such

consequences may be immediate and irreversible. Safety interlocks, human-in-the-loop controls, and access

restrictions we implement may prove inadequate, and because certain of these components are open source,

third parties may deploy them with hardware, or in configurations, that we have not evaluated or from which

our safeguards have been removed. Connecting increasingly capable models to laboratory automation may also

heighten governmental and public concern regarding the potential for AI systems to accelerate the development

of dangerous biological, chemical, or other materials, which could result in additional regulatory restrictions on,

or scrutiny of, these offerings.

In addition, maintaining comprehensive records of the actions, decisions, and reasoning of our agentic systems

across complex, multi-step workflows is technically challenging, particularly when agents interact with third-

party systems outside our control, and any inability to provide adequate audit trails could impair our ability to

investigate incidents, respond to regulatory inquiries, or defend against liability claims. These risks are

heightened by the fact that we use our own agentic offerings, including Claude Code, as critical tools in our

internal development processes, such that any errors, vulnerabilities, or degradation in these products could

directly impair our ability to develop and deploy future models and products. As we increasingly leverage

Claude to accelerate progress within Anthropic, our organization may lose visibility across certain processes in a

way that may become difficult for any individual or group of humans to understand and control. Because our

models write a large and growing share of our code and increasingly perform our research, including our safety

research, misaligned behavior in internal use could undermine that work, introduce vulnerabilities into our

systems or into the training of future models, or result in models operating outside of our intended controls.

Our monitoring does not cover all of our internal and external deployments and may not detect subtle or diffuse

forms of such behavior.

Any of the foregoing model behaviors, whether in testing or in real-world deployments and whether involving

our models or those of others, could result in safety incidents, reputational harm, increased regulatory scrutiny,

or liability, any of which could adversely affect our business, financial condition, and results of operations.

Furthermore, while we continue to design and develop more sophisticated techniques to evaluate the safety and

alignment of our models, the capabilities of our models could advance at a rate that initiates the

implementation of enhanced safety and testing measures as we have described in our Responsible Scaling

Policy. If our evaluations, monitoring, or reviews indicate risks that we believe warrant further testing, we have

in the past, and may in the future, delay, restrict, or decline to proceed with the release of a model. For example,

following incidents in 2026 in which our models gained unauthorized access to real computer systems during

pre-release cybersecurity evaluations, we suspended certain of those evaluations, as well as higher-risk

reinforcement learning environments. For more information about our approach to model releases, please see

the section titled “Business—Safety Research is Core to Our Business—Our Approach to Model Releases.” Any

decision to delay or restrict a release could adversely affect our competitive position and customer

relationships, and adversely affect our business, financial condition, and results of operations.

We may be exposed to liability, litigation, and regulatory action arising from harms

associated with our AI models, and our contractual protections and insurance may be

insufficient, any of which could adversely affect our business, financial condition, and results

of operations.

Harms associated with our AI models, whether arising from misuse by third parties, from our models’ own

behavior, or from their deployment in high-risk or sensitive contexts, may expose us to liability, litigation, and

regulatory action, including under theories that remain unsettled as applied to AI, and our contractual and

insurance protections may prove insufficient.

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Individuals at risk of suicide or self-harm or who have committed acts of violence toward others have used, and

may also in the future use, our models, notwithstanding our safeguards. AI models developed by others in our

industry have been and may in the future be alleged to have played a role in instances of suicide, acts of violence

toward others, or serious self-harm, which have resulted and may in the future result in significant public

scrutiny, litigation, criminal investigations, regulatory attention, and reputational harm.

Similar incidents involving our models have presented and could in the future present substantial risk to our

reputation, expose us to legal, regulatory, and other proceedings, and adversely affect our business, financial

condition, and results of operations. While our current Consumer Terms of Service requires our users to be at

least 18 years of age, minors have accessed in the past, and may in the future access, the platform, and risks

relating to child safety may be particularly acute, as minors may be more susceptible to harmful content,

manipulation, or overreliance on AI outputs, and incidents involving children tend to draw heightened

regulatory, media, and public scrutiny.

State attorneys general and private plaintiffs have also begun to assert tort, product liability, consumer

protection, and failure-to-warn claims against companies in our industry, alleging that AI models caused or

contributed to harm and that the developer failed to adequately warn users of known risks. In at least one case,

a state attorney general has initiated a criminal investigation against another company offering similar services.

Regulators have obtained substantial monetary settlements and injunctive relief against other technology

companies based on analogous theories of product-design or algorithmic harm, and we believe similar theories

are likely to continue to be tested against us and other companies in our industry as adoption of our models

grows, including by minors and other vulnerable users, notwithstanding our efforts to restrict such access. The

relief sought in such matters has, in at least one instance, extended beyond data-handling, disclosure, or age-

verification practices to include a request to enjoin an AI company from developing new models absent

independent, third-party safety review and approval, illustrating the potential breadth of remedies

governmental actors may pursue against companies in our industry. Any determination that we are liable under

such theories, or any judicial or regulatory expansion of tort, product liability, or consumer protection law, or

criminal liability, as applied to AI models, could result in significant liability and require us to change how we

design and offer our models, platform, and applications.

A substantial portion of our traffic is subject to Zero Data Retention (“ZDR”) terms under which we retain only

classifier scores, not prompts or outputs. For that traffic, we cannot conduct offline analysis, cross-conversation

investigation, human review, or otherwise analyze historical data to detect, investigate, and document security

events or incidents, which thereby reduces our ability to detect misuse. ZDR may also prevent us from

producing records for subpoenas, regulatory examinations, or incident-reporting obligations, and there is no

certainty a regulator or court would excuse non-production based on a lack of available records, and such

regulators or courts may construe the lack of records against us through unfavorable inferences or other

sanctions. As our models become more capable, our safety framework has required and may continue to require

monitoring and retention incompatible with ZDR for certain model classes. Because ZDR is a competitive

expectation for enterprise customers in regulated industries and on third-party cloud platforms, these

requirements have caused and could continue to cause customers to migrate to other providers or to

deployments where our visibility is more limited.

In the European Union (“EU”), the United Kingdom (“UK”), and elsewhere, cybersecurity and AI-related

incidents are subject to increasingly stringent reporting obligations. European regulators expect companies to

provide detailed information about incidents under several laws and regulations, which we may not be able to

provide within the prescribed time frame. Similarly, in the United States, companies are increasingly subject to

incident reporting obligations. In addition, other jurisdictions around the world have adopted, or may adopt,

similar laws and regulations with similar implications. Any of the foregoing could result in regulatory action,

litigation, customer attrition, or reputational harm that adversely affects our business. For more information

regarding our incident reporting obligations, see the section titled “—Any security breaches or other incidents,

including those that affect our networks, systems, or data, or the networks, systems, or data of our service

providers, suppliers, or customers, could adversely affect our business, financial condition, and results of

operations.”

The legal frameworks governing liability for actions taken autonomously by AI systems, including our agentic

products, are unsettled and could expose us to significant and unpredictable legal claims. Existing legal

doctrines governing agency, product liability, and professional negligence were developed in the context of

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human decision-making and have not been authoritatively applied to autonomous AI systems. We believe our

provision of intelligence service is considered a “service” in the context of legal frameworks addressing product

liability, but courts and regulators may reach different conclusions across jurisdictions. In addition, it is unclear

whether, and under what circumstances, actions taken by an AI agent could be deemed to create binding legal

obligations on behalf of the user or deploying enterprise, or whether our contractual protections, including

limitation of liability and indemnification provisions, will be enforceable or adequate in the context of claims

arising from autonomous agent conduct. We may face claims from customers, their end users, or third parties

alleging that we are liable for harm caused by our agents’ autonomous actions, even where the customer

configured, deployed, or supervised the agent. The absence of settled legal standards creates significant

uncertainty regarding our potential liability exposure and the adequacy of our risk mitigation measures.

Our expansion into new geographic markets further compounds these risks, as we must navigate differing

cultural norms regarding AI use, comply with diverse and evolving regulatory regimes that may impose varying

safety, compliance, or liability requirements, address language-specific vulnerabilities and content moderation

challenges, and potentially face regulatory enforcement actions, litigation, or other liabilities in jurisdictions

where we have more limited operational experience, including heightened risks of intellectual property theft,

unauthorized model access, or misuse associated with operating data center infrastructure in certain non-U.S.

locations.

If our models are involved in causing significant harm, we could be subject to legal claims, including personal

injury or negligence claims, regulatory enforcement actions, criminal investigations, or other governmental

efforts, which could result in costly litigation, significant financial judgments or settlements, disruptive

remediation obligations, or a challenging regulatory landscape. We have taken steps to limit our liability for

such matters—for example, through warranty disclaimers and limitations of liability in our terms of service—

but those contractual protections may not be upheld, or may not apply to certain claims, or may otherwise be

insufficient to limit our liability exposure under applicable law. Moreover, in some cases we have contractually

assumed additional liability. For example, to facilitate independent testing and evaluation of our frontier

models, we have agreed to indemnify certain external evaluators and testing vendors for specified losses arising

from testing activities, including security incidents, data loss, data breaches, and other harms associated with

such activities. Although our agreements with external evaluators and testing vendors generally limit the

amount of our indemnification obligations, certain of these agreements require us to defend and indemnify the

evaluator, without a cap on our liability, against certain third-party claims. These include claims arising from

allegations that our models or their outputs, as used in the evaluator’s authorized testing, infringe third-party

intellectual property or other proprietary rights, as well as certain other claims arising from the testing or

related engagement. Because our models may behave in ways that no user or developer intended, claims arising

from such actions could result in substantial liability. Our insurance policies also may not provide sufficient

coverage to adequately mitigate the potential liabilities we face, especially where any one incident, or a group of

incidents, causes disproportionate harm. In addition, with the scale of harm that could result from a

catastrophic AI-related incident, no single insurer, and potentially the insurance industry in the aggregate, may

have sufficient capacity or expertise to underwrite insurance commensurate with such exposure.

Further, the insurance market for AI-specific risks is nascent and evolving, and we may be unable to obtain

coverage for certain AI-related liabilities on commercially reasonable terms, or at all, leaving us exposed to

potentially significant uninsured losses. Harmful incidents involving our models, regardless of fault, could also

severely and disproportionately damage our reputation and brand as a safety-focused AI company, leading to

loss of customer trust and customer attrition, reduced demand for our models, platform, and applications, and

difficulty attracting and retaining talent. In addition, because we primarily serve enterprise customers, which

often have heightened expectations around safety, reliability, and compliance, any harmful incident or

perceived lapse in our safety practices could have a disproportionate adverse impact on our brand, customer

relationships, and revenue. Moreover, to the extent enterprises are attracted to our models, platform, and

applications due to our safety-focused positioning, any erosion of that perception could impair our ability to

attract and retain enterprise customers.

There can be no assurances that we will be able to predict, detect, and proactively prevent every harmful use or

harmful output of our AI models, in particular as we continue to rapidly develop our models, platform, and

applications, and expand our operations geographically, and any failure to do so could adversely affect our

reputation and brand or result in costly legal liability. There may have been past instances of harmful use or

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harmful output of our models that we did not detect, and there may be future instances that we will not detect.

Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

If we are unable to manage the risks related to our focus on and commitment to AI safety, our

brand, business, financial condition, and results of operations could be adversely affected.

Balancing Safety and Commercial Objectives. Our commitment to AI safety requires us to make difficult

judgments that balance safety considerations against commercial objectives, competitive pressures, and

stakeholder expectations. We often make judgment calls with respect to when we determine a model is safe

enough to release and which capabilities to develop or restrict. For example, in April 2026, we initially released

our frontier model, Mythos, as a gated research preview through Project Glasswing, available to select

organizations for cybersecurity applications, rather than making it broadly available at launch due to its

advanced capabilities in cyber vulnerability discovery. We expect that frontier models with similar or enhanced

capability profiles, whether developed by us or by other AI labs, will continue to emerge, and that future

Anthropic models exhibiting such capabilities may be subject to access constraints. More broadly, we believe it

is important to assess the safety of our models not only at release but throughout their development. For

models we anticipate will have novel capabilities or present novel safety risks, we plan to evaluate the safety of

each stage of training, including pretraining, post-training, and internal deployment, and we may delay or

pause a stage when we are not confident in our safety measures for that stage. For example, we recently chose to

delay pre-training a new frontier base model for more than a month to allow time to further enhance our

security measures related to preventing model weight exfiltration and protecting our intellectual property.

There can be no assurance, however, that the safeguards or access regimes we adopt will prove adequate, that

we will correctly identify which capabilities require restriction, or that constraints we impose will not be

circumvented. These judgments are particularly consequential because, as AI systems become more capable,

the potential severity of harm from misaligned or misused models increases correspondingly, and a wide range

of stakeholders, including researchers and policymakers, have raised concerns that sufficiently advanced AI

systems could pose catastrophic or existential risks to society if not developed and deployed responsibly. Our

safety-focused approach is designed in part to mitigate such risks, but there can be no assurance that our efforts

will be successful or that the broader AI industry will adopt similar safeguards. In particular, as AI systems

become more autonomous and capable of taking consequential actions with less human oversight, there is a

risk that such systems could, whether due to misalignment with human intentions, errors in objective

specification, or self-preserving behaviors, take harmful actions independently and at scale without human

intervention. Even if our own models do not cause such harm, a significant safety incident involving any

frontier AI could trigger broad reputational damage to the AI industry, public backlash, and sweeping

regulatory responses that could adversely affect our business. For example, in September 2026, media reports

citing a senior Federal Trade Commission (“FTC”) official indicated that the FTC has opened non-public

investigations into the potential risks that increasingly autonomous AI systems may pose to consumers. In

October 2026, the FTC issued a civil investigative demand to us seeking information about our consumer

protection, data protection, and privacy practices, as well as the safety and security of our products. The scope

of any investigation of us or its outcome, and any investigation, enforcement action, or adverse finding arising

from this or similar inquiries could result in significant costs, require changes to how we design, test, or deploy

our models, platform, and applications, or otherwise adversely affect our business, financial condition, and

results of operations. We may misjudge these trade-offs, either by being overly cautious and potentially losing

market opportunities, or by being insufficiently rigorous and releasing models, platforms, or applications that

cause harm. Even where human oversight mechanisms are in place, such mechanisms may prove insufficient in

practice if the volume, speed, or complexity of autonomous agent actions exceeds the capacity of human

reviewers to meaningfully evaluate and intervene, and any perceived failure of our oversight mechanisms could

expose us to regulatory enforcement, liability claims, and reputational harm. For more information, see the

section titled “—If the use of our AI models results in harm, whether through use by malicious actors or misuse

by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and

brand, business, financial condition, and results of operations could be adversely affected.”

Moreover, governmental authorities have restricted, and may in the future further restrict, the availability of

our models, including based on their assessment of the capabilities or safeguards of our models, independent of

our own safety-based access decisions. For example, in June 2026, the U.S. Department of Commerce imposed

worldwide export restrictions on our Fable 5 and Mythos 5 models, which we disabled for all customers until

those restrictions were lifted. For more information, see the section titled “—Governmental trade controls,

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including export and import controls, sanctions, customs requirements, and related regimes, could subject us to

liability or loss of contracting privileges or limit our ability to compete in certain markets.”

Internal Governance and Decision-Making

To institutionalize our safety commitments and ensure we are managed in a manner that responsibly balances

our tripartite goals as a PBC, we have established the LTBT, which through a special class of common stock,

Class T common stock, generally has the authority to elect and remove the Class T directors, who together will

constitute a majority of the authorized members of our board of directors. In addition to the LTBT and our

structure as a PBC, we train our models in accordance with Claude’s constitution, which we make publicly

available, and have adopted and continue to update safety policies, such as our Responsible Scaling Policy. We

also solicit and seriously consider input from a wide range of stakeholders and constituents, including our

stockholders, employees, customers, the LTBT, industry leaders and experts, and AI safety organizations. Such

practices and processes have previously resulted in, and may in the future result in, slower decision-making and

product releases. We may also face potential conflicts when safety and business interests diverge. If we do not

successfully manage these risks related to our AI safety processes and practices, or if there is a perception that

we have not successfully managed such risks, we may face reputational harm, internal conflicts resulting in a

deterioration of our company culture, slower or inferior product releases, or litigation. For more information,

see the section titled “—Risks Related to our Governance Structure.”

We have implemented an external reviewer program and engage researchers, adversarial testers, and other

third parties to support aspects of our safety, security, and model-evaluation efforts. Certain of these

arrangements are novel and may require us to provide such parties with access to internal information,

systems, personnel, or models, which could increase the risk of disclosure of confidential, proprietary, or other

sensitive information. In addition, findings, assessments, or public statements by such third parties may differ

from our views and could adversely affect customer trust, regulatory perceptions, or our reputation.

Heightened Reputational Vulnerability. As we have publicly positioned ourselves as a safety-focused

organization, we face heightened vulnerability to reputational harm from any perceived inconsistency between

our stated values and actual practices. We are held to higher standards than certain competitors that have not

made similar public commitments, and any incidents impacting our perception as a safety-focused organization

could result in:

•Employee Disruption. Employees who joined our company based on our safety commitments may

experience a decline in morale, disillusionment, a loss of trust in leadership, or reduced productivity if

they perceive we are not living up to our stated values. Public disagreements regarding our safety

approach, including criticism from current or former employees, or the departure of personnel

associated with our safety efforts, could amplify such perceptions. Such negative perceptions could also

impair our ability to recruit and hire new talent to the organization. Any erosion of our safety-focused

reputation could also make it more difficult or costly to attract and retain highly skilled employees,

including by increasing compensation or other hiring costs. These dynamics could lead to increased

turnover, loss of institutional knowledge, and reduced effectiveness of our teams, which could in turn

cause disruption to ongoing development and safety initiatives and impair our ability to remain at the

frontier of AI model development. 

•Customer Backlash. Customers and enterprise partners who choose to deploy our models, platform,

and applications based on our safety positioning may lose trust in us, terminate or decline to renew

their contracts, demand refunds, publicly criticize our company, or switch to our competitors, which

could result in harm to our reputation, revenue loss, and reduced market share. These risks may be

heightened with respect to programs in which we make models available only to a limited group of

vetted organizations, such as Project Glasswing. Organizations not selected for, or removed from, such

programs may perceive our access decisions as arbitrary, exclusionary, or anticompetitive, which could

result in reputational harm, loss of customer or partner relationships, regulatory complaints, or

litigation, including claims under antitrust or unfair competition laws. Conversely, participants in such

programs may publicly criticize us or terminate their participation if program terms, eligibility criteria,

transition arrangements to successor models, or capability levels do not meet their expectations.

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•Regulatory Scrutiny. Regulators may subject us to heightened oversight, investigations, enforcement

actions, or new or more burdensome compliance requirements based on the capabilities of our models,

platform, and applications or perceived failures to meet our own stated standards, which could

increase our operational costs and limit our ability to deploy our models, platform, and applications. 

•Damaging Media Coverage. Negative press coverage could amplify concerns about our safety

practices, reach broader audiences, including potential customers and investors, create lasting

reputational damage through viral social media discussion, and make future incidents subject to

heightened scrutiny, which could further exacerbate the adverse effects of any perceived failures to

meet our stated standards. 

•Litigation. We may face lawsuits from stockholders alleging misrepresentation, from customers

claiming breach of contractual or implied commitments, or from other parties alleging harm resulting

from the gap between our stated values and actual practices, leading to legal costs, settlements,

judgments, injunctions, or other liabilities and remedies.

Any safety-related controversy or incident, whether actual or perceived, and regardless of fault or frequency,

could prove significantly damaging to our business. In addition, we have engaged with governments in Canada,

the EU, the UK, the United States, and other jurisdictions in connection with Project Glasswing and related

frontier-capability programs, and we have positioned such programs, in part, to help provide the foundation for

broader industry coordination on the responsible release of frontier models with cybersecurity and other

advanced capabilities. The commercial viability of these and similar future programs may depend on sustained

governmental and industry coalition support. If such coalitions fail to materialize, are perceived as exclusionary

or anticompetitive, are rolled back, or result in mandates we cannot readily satisfy (including with respect to

access, localization, monitoring, or reporting), our ability to commercialize models with Mythos-class

capabilities, and the reputational benefits we derive from safety-focused positioning, could be materially

impaired. For more information, see the section titled “—If we are unable to maintain and enhance our brand

and reputation, our business, financial condition, and results of operations may be adversely affected.”

We voluntarily publicly disclose information regarding AI safety challenges, research findings, and limitations

of our models and systems, that exceeds standard industry practice and regulatory requirements. While our

intent with these voluntary disclosures is to advance the safe development of AI and build public trust, these

disclosures create several risks. The AI safety landscape is nascent and evolving rapidly, and our understanding

of and perspective on appropriate safety practices, risk tradeoffs, and deployment contexts may change over

time as technologies, use cases, and regulatory expectations develop. As a result, statements we make today

may later prove incomplete, require modification, or be interpreted differently in light of subsequent

developments. To the extent we adhere to prior public statements or frameworks, we may also limit our

operational flexibility, product development, or deployment decisions, even where evolving circumstances

would otherwise warrant a different approach. Our public statements about AI risks, safety challenges, areas of

uncertainty, or potential societal impacts, including statements regarding job displacement or economic

disruption, may be used against us in litigation, regulatory proceedings, or public controversies, particularly if

our future actions or statements are viewed as inconsistent with our prior statements and commitments.

Regulators have and could continue to use our disclosures as the basis for heightened scrutiny or more

stringent requirements applicable to us compared to less transparent competitors. Additionally, our disclosures

have provided, and may in the future provide, competitors with insights into our proprietary training and other

sensitive processes, research priorities, and strategic concerns, without reciprocal transparency, which may be

potentially competitively disadvantageous to us. If we are unable to effectively manage the foregoing risks, our

brand, reputation, and ability to compete could be adversely affected.

Resource Allocation and Scaling. Safety-focused development is resource-intensive. We must allocate limited

resources, capital, and talent between safety-focused workloads and other initiatives, often without clear

returns on our safety-focused investments. For example, our investments in interpretability research and

techniques designed to ensure our models’ behavior remains consistent with intended goals, values, and safety

objectives may not yield actual or perceived commercial returns. Additionally, as we develop our models,

platform, and applications, safety testing may become more expensive and resource intensive. Limited-access

programs such as Project Glasswing may also require us to design, operate, and continually maintain bespoke

vetting, contracting, monitoring, and offboarding processes that differ materially from our standard

commercial release processes, including coordination among participating organizations, transition planning to

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successor models, and enhanced internal controls commensurate with the heightened sensitivity of the

underlying capabilities. These activities impose ongoing operational, legal, and security costs that may recur as

future frontier models with similar capability profiles are released. If we fail to successfully manage resource

allocation or develop more efficient methods with respect to our safety initiatives, our safety outcomes,

business, financial condition, and results of operations could be adversely affected.

As our product portfolio and employee and customer base expand globally, applying safety principles

consistently across our rapidly expanding organization, models, platform, applications, use cases, and

jurisdictions and regulatory regimes has become increasingly challenging. For more information, see the

section titled “—To continue to grow our business, we will need to continue to expand internationally, and our

non-U.S. operations and sales to customers outside of the United States expose us to risks inherent in

international expansion, sales, and operations.”

If we are unable to successfully manage the foregoing risks related to our focus and commitment to AI safety,

our business, financial condition, and results of operations could be adversely affected.

If we are unable to maintain and enhance our brand and reputation, our business, financial

condition, and results of operations may be adversely affected.

We believe that maintaining and enhancing our brand identity and reputation is critical to our relationships

with, and to our ability to attract and retain, customers, partners, and employees. Our brand and reputation are

influenced not only by our actions, but also by the actions of our partners, our customers, and other third

parties with whom we do business, and by broader public perceptions of the AI industry, and we may be

grouped with other industry participants and judged similarly, regardless of differences in our approach or

conduct. The successful promotion of our brand depends on a number of factors, including our ability to

continue to develop and deliver reliable, high-quality, and responsible models, platforms, and applications that

meet the needs of our customers; our sales and marketing efforts, including our effectiveness at developing a

strong brand name and positive presence within the AI industry through participation in industry events and

key media coverage; the perceptions and experiences of both our enterprise and individual customers,

including through testimonials, use cases, and word-of-mouth; our ability to maintain security and reliability of

our models, platform, and applications; the actions of our management; and our ability to differentiate our

models, platform, and applications from those of our competitors, including through product design choices,

safeguards, business models, and policies, including our approach to monetization strategies that differ from

those of certain competitors. In addition, our brand is subject to heightened scrutiny with respect to perceived

societal, environmental, labor, health, and safety-related impacts of AI technologies, and a single perceived

failure could result in outsized reputational harm. For example, as AI systems become more capable or

prevalent, public perception that our models, platform, and applications contribute to job displacement or

economic disruption could generate significant negative media coverage, customer or employee backlash, or

organized opposition, regardless of the actual impact of our models, platform, and applications on employment.

Our ability to maintain and enhance our brand and reputation also depends on the effectiveness and scalability

of our internal communications and reputation-management capabilities, including our ability to support

global operations, and limitations in these areas could adversely affect our brand as we grow. Our crisis

response and reputation-management capabilities may be limited or underdeveloped, particularly as we scale,

which could impair our ability to respond effectively to adverse events and mitigate reputational harm.

The promotion of our brand requires us to make substantial expenditures, which we anticipate will increase as

our market becomes more competitive. We have in the past, and may in the future, face challenges in building

broader brand awareness and may fall behind competitors with more established or widely recognized brands.

Our brand promotion activities may not be successful or generate the awareness or increased revenue we

expect, and even if they do, any increase in revenue may not offset the significant expenses we incur in the

efforts to build our brand.

If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced

pricing power relative to competitors, we could lose customers or fail to attract potential customers or we could

fail to hire and retain employees, all of which could adversely affect our business, financial condition, and

results of operations.

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We derive substantially all of our revenue from a limited number of products and

applications, and our failure to maintain and expand our product portfolio could adversely

affect our business, financial condition, and results of operations.

We currently derive substantially all of our revenue from a limited number of products and applications,

primarily our Claude models and portfolio of applications that sit on top of the Claude Platform. This

dependence on a narrower set of offerings subjects us to various risks that could adversely affect our business,

financial condition, and results of operations.

Our concentration in a limited number of products and applications, as well as our focused development

strategy within specific areas of the broader AI landscape, reduces our ability to mitigate business risks through

diversification. While this focused approach may enable us to allocate resources efficiently and compete

effectively in our prioritized areas, it also creates the risk that significant market opportunities or the largest

addressable markets may emerge in areas outside our current strategic focus. Many of our competitors offer

diverse product portfolios across multiple business lines or pursue broader development across AI modalities,

enabling them to offset weaknesses in a particular area. In contrast, any decline in demand for our core

offerings, whether due to competition, technological changes, pricing pressure, changes in customer demand,

or other factors, would have a direct and disproportionate impact on our revenue and ability to achieve and

sustain profitability. Our concentration also reflects a strategy that prioritizes model capability as a principal

source of differentiation and relies substantially on organic adoption rather than a large direct sales

organization. The risks of that strategy, including the risks that differentiation among advanced models

narrows, that customers select providers based on factors other than capability, or that competitors capture the

individual users from whom our enterprise adoption often originates, are described in the sections titled “—We

face intense competition, and if we are unable to compete effectively, our business, financial condition, and

results of operations could be adversely affected” and “—We have a limited history under our current go-to-

market strategy, and our efforts to scale and evolve our customer acquisition, engagement, and retention model

may not be successful.”

The AI industry is rapidly evolving, and it is difficult to predict which modalities or applications will capture the

most durable commercial value or how the competitive landscape will shift. If the market for AI models,

platforms, and applications develops in ways that do not align with our chosen areas of focus, or if competitors

are better positioned to address the areas where the market opportunity ultimately proves largest, our ability to

sustain revenue growth and compete effectively could be adversely affected. If we experience a decline in

demand for our core offerings, we may not be able to successfully expand our product and application portfolio,

and even if we do, our new products and applications may not achieve market acceptance or generate sufficient

revenue to offset any decline in our existing business. Further, technical issues, security incidents, regulatory

restrictions, or reputational harm affecting our models, platform, and applications could have an immediate

and disproportionate impact on our business due to our product concentration where alternative revenue

streams may not be available to offset such impact.

The market for AI models, platforms, and applications is evolving quickly, and customer requirements and

expectations are changing rapidly. Customers may increasingly demand specialized solutions or specialized

integration and tooling that we do not currently offer and may not plan to offer, or may seek AI solutions

embedded more deeply into enterprise workflows. Enterprises may prefer to develop their own AI capabilities

internally or choose competitors that offer more comprehensive product suites. Moreover, because

substantially all of our models and applications are built on top of our frontier models, any defect, vulnerability,

safety issue, or performance degradation in an underlying frontier model could simultaneously affect multiple

products and applications and customer deployments, amplifying the impact of any such issue across our

business. If we fail to anticipate or respond effectively to these evolving customer needs, we may lose customers

to competitors or fail to acquire new customers.

In addition, we currently compete, and may increasingly compete, with some of our own customers. As we

expand our product portfolio or introduce new capabilities, our offerings may overlap with or directly compete

with the models, platforms, and applications that our customers provide. This risk is particularly acute with

software-as-a-service and other software companies, whose offerings may incorporate AI functionality similar

to, or dependent on, the capabilities we provide. These customers may view our product expansion as a

competitive threat to their business models and may reduce their purchases from us, limit their adoption of new

offerings, terminate their relationships with us, seek alternative providers, restrict our access to the compute we

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obtain from them, initiate intellectual property or other litigation against us, or accelerate efforts to develop

competing solutions internally in order to avoid relying on a direct competitor. This dynamic could result in

customer attrition, reduced expansion within our existing customer base, pricing pressure, or reputational

challenges, any of which could adversely affect our revenue growth and business prospects.

Expanding our product portfolio requires substantial time and investment. We must make significant

investments in research and development, compute infrastructure, engineering talent, sales and marketing, and

go-to-market capabilities to develop new models, platforms, and applications and enable continued adoption.

We may seek to expand into new products and markets, including areas outside of our current core

competencies or where we have limited experience, and we may not successfully develop, commercialize, or

support such offerings. Development timelines for AI models, platforms, and applications are uncertain, and

new capabilities, even when continuously improved and released into our models, platform, and applications,

may take significant time to achieve commercial scale. We may invest significant resources in products or

services that fail to gain market traction, experience technical difficulties, face unexpected competition, lead to

unexpected harm or societal impacts that do not align with our values, or generate insufficient returns to justify

the investment. Additionally, we face other constraints on our ability to expand our offerings, including the

ability to hire, retain, and motivate qualified AI researchers, engineers, and technical personnel; the capital

intensity of developing and operating AI models, platforms, and applications which require substantial

compute and infrastructure investment; and our limited portfolio may make it difficult to provide the

comprehensive, integrated solutions that customers may expect.

If we are unable to successfully expand our product and service portfolio, if we fail to compete effectively with

our current offerings, or if customer preferences shift away from our models, platform, and applications, our

business, financial condition, and results of operations could be adversely affected.

A substantial portion of our revenue and accounts receivable is driven by a limited number of

customers and distribution channels, and the loss of, or a significant reduction in, spend from

one or more of our top customers or disruption through those channels could adversely affect

our prospects, business, and financial condition.

A substantial portion of our revenue is driven by a limited number of customers. While no single customer

represented more than 10% of our revenue for the nine months ended September 30, 2026, our top five

customers represented approximately 25% of our revenue for the nine months ended September 30, 2026.

Many of our top customers are not subject to long-term contracts with us or have contracts with near-term

expiration dates and are able to reduce or in some cases cease spending at any time and for any reason. Further,

we have agreements with certain large customers which provide flexibility around financial commitments,

termination rights, indemnification, and security obligations. Our top customers may vary spend levels period

to period, and there can be no assurances that our large customers will continue to spend at levels similar to

prior periods.

We anticipate that we will continue to derive a significant portion of our revenue from a limited number of

customers for the foreseeable future, and in some cases, the portion of our revenue attributable to certain

customers may increase in the future. The composition of our customer base, including our top customers, may

fluctuate from period to period given that our customer composition has evolved and is expected to continue to

evolve significantly as our business continues to evolve and scale and as the use cases for AI continue to

develop.

In addition, a significant portion of our revenue and accounts receivable is associated with transactions

conducted with a limited number of CSPs that act as distribution and billing channels for our models. During

the years ended December 31, 2023, 2024, and 2025 and the six months ended June 30, 2026, revenue

generated from sales to customers through CSP marketplaces represented approximately 11%, 32%, 47%, and

48%, respectively, of total revenue. As of December 31, 2024 and 2025 and June 30, 2026, net accounts

receivable from sales through CSP marketplaces to customers represented 42%, 60%, and 58%, respectively, of

our net accounts receivable. These platforms bill end customers, collect payments on our behalf, and remit such

amounts to us, net of applicable platform and other fees. Any change to, or termination of, one of our significant

distribution relationships could adversely affect our business by disrupting customer access to our models,

reducing usage, or increasing customer acquisition, onboarding, and migration costs. In these third-party

arrangements, we generally maintain separate contractual arrangements with end customers governing access

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to, and pricing for, our models, independent of the applicable platform, and changes in, or termination of, a

particular distribution relationship would not independently eliminate those contractual relationships.

However, customers may be unwilling or unable to transition to alternative access points on commercially

acceptable terms or timelines, or at all, following a disruption, which could result in revenue loss, increased

costs, or adverse impacts to our growth, margins, and results of operations. In addition, any delay, dispute, or

operational issue affecting a platform’s collection or remittance of customer payments could adversely affect

our cash flows and working capital.

We may not be able to maintain or increase revenue from our top customers for a variety of reasons, including

but not limited to the following:

•customers may develop their own solutions that compete with our models, platform, and applications;

•some of our customers may redesign their systems to require fewer of our services with limited notice

to us and may choose not to renew or increase their purchases of our models, platform, and

applications;

•changes to our models, platform, and applications may not align with the needs or expectations of our

customers and such changes may reduce customer trust in us;

•our customers may have pre-existing or concurrent relationships with, or may be, current or potential

competitors that may affect such customers’ decisions to purchase our models, platform, and

applications;

•our customers and partners that heavily rely on our offerings may want to reduce such levels of

reliance, seek out competing offerings, or transition to other providers altogether; and

•our customers, particularly early-stage and high-growth companies, may depend on venture capital or

other external financing to fund their operations, and may reduce or cease spending with us if such

funding is delayed, reduced, or unavailable or if their access to capital becomes more costly.

Any adverse change in demand from our largest customers, in their ability or willingness to perform under their

contracts with us, in applicable laws or regulations, or in our broader strategic relationships with such

customers could adversely affect our business and prospects. As a result, a significant reduction in spending by,

or the loss of, one or more of our largest customers, if not offset by new customer relationships or increased

business from our other existing customers, could adversely affect our business, financial condition, and results

of operations. For additional risks related to our reliance on enterprise customers and government customers,

including longer sales cycles, complex procurement processes, heightened contractual, compliance, and security

requirements, and budgetary and policy constraints, see the sections titled “—Sales to enterprise customers

involve complexities and risks that could adversely affect our business, financial condition, and results of

operations” and “—Our sales to government entities and highly regulated organizations are subject to

challenges and risks.”

We have incurred significant indebtedness in order to operate and grow our business,

including to fund our substantial compute commitments, and our ability to service this

indebtedness may be constrained by our cash flows and liquidity.

In order to operate and grow our business, including to fund our substantial compute commitments, we have

incurred a substantial amount of debt, which requires significant interest and principal payments. As of June

30, 2026, our total indebtedness was $6.2 billion, reflecting the aggregate principal amount outstanding under

the convertible promissory notes issued to Amazon (through Amazon Web Services, Inc.) pursuant to the

Convertible Note Purchase Agreement, dated as of September 19, 2023, by and between us and Amazon (the

“Amazon 2023 NPA”) and the New Convertible Note Purchase Agreement, dated as of November 22, 2024, by

and between us and Amazon (the “Amazon 2024 NPA”) (all such notes issued thereunder, collectively, the

“Amazon Notes”). We may also incur additional indebtedness to meet our future financing needs. We have

guaranteed the obligations of certain of our subsidiaries that are party to AI infrastructure arrangements, as

well as pursuant to agreements we entered into in connection with an equipment lease with a third-party

partner, Broadcom Inc. (“Broadcom”) in March 2026 to procure specialized AI accelerators and associated

components (under which Broadcom intends to assign to a designated financial partner) (the “2026 Lease

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Arrangement”). In addition, we have the ability to issue, if needed, up to $42.0 billion in aggregate principal

amount of convertible promissory notes to Broadcom or, subject to our consent (not to be unreasonably

withheld), a designated financial partner pursuant to a note purchase agreement that we entered into with

Broadcom in March 2026 (the “Infrastructure Partner 2026 NPA”) to finance obligations under the 2026 Lease

Arrangement. We may be required to use a substantial portion of our cash flows from operations to pay

interest, principal, or other required payments on our indebtedness.

The delivery of shares of our Class N common stock upon conversion of our outstanding convertible promissory

notes could result in dilution to our existing stockholders. Following this offering, assuming the conversion of

our outstanding convertible promissory notes into an aggregate of shares of our Class N common stock,

based upon the aggregate principal and accrued and unpaid interest on such notes as of September 30, 2026,

and an assumed initial public offering price of $ per share (which is the midpoint of the estimated offering

price range set forth on the cover page of this prospectus), holders of our outstanding convertible promissory

notes would collectively hold in the aggregate approximately % of our Class N common stock, which

represents % of our total outstanding common stock following this offering. Pursuant to the terms of the

Amazon Notes, to the extent that the full amount of such notes cannot convert into shares of our Class N

common stock in connection with this offering as a result of the ownership cap applicable to the Amazon Notes,

which may be waived at Amazon’s election, the remaining balance of such notes will automatically convert,

subject to Amazon’s ownership cap, into shares of our Class N common stock at the applicable conversion price

at the end of each fiscal quarter following this offering or, if such remaining balance of such notes does not

convert before the applicable maturity date because of the applicable ownership cap, such balance will be repaid

in cash at such maturity date. For more information about our convertible promissory notes, see the section

titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Convertible Notes.”

Our ability to make scheduled payments in respect of, to pay interest on, or to refinance our indebtedness,

including the A&R Credit Agreement and our outstanding convertible promissory notes, depends on our future

performance, which is subject to economic, financial, competitive, and other factors beyond our control. Such

payments will reduce the funds available to us for working capital, capital expenditures, and other corporate

purposes and may limit our ability to obtain additional financing for working capital, capital expenditures,

expansion plans, and other investments. Our business may not be able to generate cash flows from operations

in the future that are sufficient to service our debt and make necessary capital expenditures. If we are unable to

generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets or

obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our

ability to refinance our indebtedness will depend on the capital markets and our financial condition at such

time. We may not be able to engage in any of these activities or engage in these activities on desirable terms,

which could result in a default on our debt obligations and adversely affect our financial condition. Further, the

terms of the A&R Credit Agreement and the Infrastructure Partner 2026 NPA include a number of covenants

that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, create

liens, make asset sales or investments, engage in mergers or other fundamental changes, pay dividends or

distributions, repurchase or redeem equity interests, and enter into transactions with affiliates. The terms of the

A&R Credit Agreement may restrict our current and future operations and could adversely affect our ability to

finance our future operations or capital needs. For more information, see the sections titled “—We may require

additional capital to meet our substantial ongoing obligations and support our business growth, and our ability

to generate sufficient revenue and secure additional capital on acceptable terms is critical to our continued

operations and competitive position” and “—If the market for our models, platform, and applications develops

more slowly than we expect or declines, our growth may slow or stall, and our business, financial condition, and

results of operations could be adversely affected.”

We are also subject to variable interest rate risk because the interest rate under the A&R Credit Agreement

varies based on a margin over an indexed rate or an adjusted base rate. If interest rates associated with our

floating rate debt increase, our debt service obligations in connection with the A&R Credit Agreement would

increase even though the amount borrowed remained the same, and our available cash would correspondingly

decrease. Our substantial amount of debt, combined with variable interest rates, could limit our flexibility in

planning for, or reacting to, changes in our business and the markets in which we operate, including limiting

our future investments or our ability to enter into acquisitions and strategic partnerships, and obtain financing

for such transactions.

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In addition, our indebtedness, combined with our other financial obligations and contractual commitments,

could have other important consequences. For example, they could:

•make us more vulnerable to adverse changes in general U.S. and non-U.S. economic, industry, and

competitive conditions and adverse changes in government regulation;

•limit our flexibility in planning for, or reacting to, changes in our business and our industry;

•place us at a disadvantage compared to our competitors that have less or fixed rate indebtedness;

•limit our ability to borrow additional amounts to fund acquisitions, for working capital, and for other

general corporate purposes; and

•make an acquisition of our company less attractive or more difficult.

Any of these factors could adversely affect our business, financial condition, and results of operations. In

addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay

our indebtedness would increase.

A failure by us to comply with the covenants, including those tied, in part, to operational and performance-

based metrics, or payment obligations under the A&R Credit Agreement or our outstanding convertible

promissory notes, as applicable, whether as a result of financial constraints, operational challenges,

inexperience managing complex infrastructure and large-scale capital commitments, or otherwise, could result

in an event of default under these instruments. Upon an event of default under the A&R Credit Agreement, the

lenders would have the right to accelerate all amounts outstanding and exercise other remedies available to

them, including enforcing their rights against the collateral securing the A&R Credit Agreement. An event of

default under our outstanding convertible promissory notes would similarly give the noteholders the right to

declare all amounts outstanding under our outstanding convertible promissory notes immediately due and

payable. If the indebtedness under the A&R Credit Agreement and/or outstanding convertible promissory notes

were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance such

indebtedness or sell sufficient assets to repay such indebtedness, which could adversely affect our business,

cash flows, financial condition, and results of operations. Even if we were able to obtain new financing, it may

not be on commercially reasonable terms or on terms that are acceptable to us.

We may not have the ability to raise the funds necessary to repay the principal and accrued

interest of our outstanding convertible promissory notes or the A&R Credit Agreement in cash

when required by the terms of the notes or the A&R Credit Agreement, as applicable, or at

their maturity.

In connection with the completion of this offering, the Amazon Notes will convert into Class N common stock,

subject, in each case, to an ownership cap as set forth in the Amazon Notes, which may be waived at Amazon’s

election. In the event that any of the notes comprising the Amazon Notes cannot be fully converted without

exceeding the ownership cap applicable to such notes, the balance of any such notes will remain outstanding

and will automatically convert, subject to Amazon’s ownership cap, into shares of our Class N common stock at

the applicable conversion price at the end of each fiscal quarter following the completion of this offering. To the

extent any of our convertible promissory notes remain outstanding, or if we issue any additional convertible

promissory notes following the completion of this offering, we will be required to repay such note in cash at its

maturity, unless earlier converted or repaid pursuant to the terms of such note. In addition, we will be required

to repay in full all amounts outstanding under the A&R Credit Agreement upon its maturity. However, we may

not have enough available cash on hand or be able to obtain financing at the time we are required to make any

repayments on outstanding convertible promissory notes or under the A&R Credit Agreement.

Our failure to repay any outstanding convertible promissory notes or amounts outstanding under the A&R

Credit Agreement, as applicable, at a time when the repayment is required, or to pay cash upon any conversion

of outstanding convertible promissory notes, as applicable, as required pursuant to the terms of each note or

the applicable NPA, would constitute a default thereunder. A default under an outstanding convertible

promissory note and/or the applicable NPA as well as the A&R Credit Agreement could also lead to a default

under agreements governing our existing and future indebtedness. If the payment of the related indebtedness

were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay

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such indebtedness and repay the amounts outstanding under the A&R Credit Agreement or outstanding

convertible promissory notes at the applicable maturity, or when repayment is otherwise required pursuant to

the terms of the note.

Our pricing structures for our models, platform, and applications change from time to time,

which could adversely affect our business, financial condition, and results of operations.

We have in the past changed, and we expect that in the future we may change, our pricing models, including as

a result of competition, macroeconomic conditions, compliance with increased regulatory hurdles, the

maturation of the market for AI models, platforms, and applications, or changes in how our models, platform,

and applications are broadly consumed. As a result, we may be required to reduce our prices, offer shorter

contract durations or offer alternative pricing models, such as outcome or task-based pricing, any of which

could adversely affect our business. In addition, our agentic offerings are structurally more compute-intensive

than our non-agentic offerings. If we are unable to implement pricing models that adequately reflect the higher

compute intensity of these agentic workloads, or if competitive dynamics constrain our ability to price these

products at levels sufficient to cover their costs, our compute efficiency could deteriorate as agentic usage

grows, which could adversely affect our ability to achieve or sustain profitability.

Additionally, as we continue to target selling our models, platform, and applications to our enterprise

customers, these customers may demand different pricing structures, price concessions, or additional

functionality at the same price levels. If we are unable to modify or develop effective pricing models and

strategies that are attractive to existing and prospective customers, our business, financial condition, and

results of operations may be adversely affected.

If we are unable to attract, retain, or motivate highly skilled personnel, we may not be able to

grow or operate effectively.

Our performance and ability to grow our business depend on the talents and efforts of highly skilled

individuals, and our future success depends on our continuing ability to identify, hire, develop, motivate, and

retain highly skilled personnel for all areas of our organization. Our business is particularly dependent on a

limited pool of researchers, engineers, and technical personnel with specialized experience in designing,

training, deploying, and operating frontier models and the underlying infrastructure that supports them. We

have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining

highly skilled employees with appropriate qualifications at the pace that our operations require. Competition in

our industry relating to hiring and retaining employees with appropriate qualifications and on competitive

economic terms is exceptionally intense and has escalated significantly in recent periods, especially in the San

Francisco Bay Area, where our headquarters is located and where we have a substantial presence and need for

highly skilled personnel. A small number of well-capitalized AI labs, large technology companies, and new

market entrants compete aggressively for a relatively fixed supply of individuals with the requisite expertise.

Certain of our competitors have directly solicited, and continue to directly solicit, our employees. Our former

employees are also generally able to join or found competing companies immediately following their departure,

and, subject to their confidentiality and other legal obligations, use the general skills, know-how, and

experience they developed while employed by us. In addition, we have in the past, and may in the future, be

subject to claims or disputes relating to the solicitation or hiring of employees, including allegations that such

hires violated non-compete, non-solicitation, intellectual property, confidentiality, or other employment-

related obligations.

As our company continues to grow and our industry evolves, the incentives to attract, retain, and motivate

employees provided by our cash and equity awards or by future arrangements may not be as effective as in the

past. Many of the companies with which we compete for highly qualified personnel have greater resources than

we have and may be willing to offer more attractive compensation packages. We may need to invest significant

amounts of cash and equity to attract and retain employees, resulting in substantial additional share-based

compensation expense and dilution to the ownership of our existing stockholders, and we may never realize

returns on these investments that are commensurate with the level of our expenditures. If the perceived value

of our compensatory package declines or is subject to significant value fluctuations, it may adversely affect our

ability to attract and retain highly skilled employees. In addition, we have a number of current employees,

including our co-founders, who hold equity in our company or whose equity awards are or will become

substantially vested upon the completion of this offering. This may be particularly true for certain of our longer-

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tenured and early employees, whose equity holdings may represent a significant portion of their personal

wealth. As a result, it may be difficult for us to continue to retain and motivate these employees, and the value

of their holdings could affect their decisions about whether or not they continue to work for us.

Historically, our ability to successfully attract, retain, and motivate our personnel has in large part been due to

our company culture and commitment to safety and responsible scaling and development. If we are unable to

maintain our culture, if we make decisions as a company that our employees do not believe align with our

values, or if events take place, regardless of fault, that call into question whether we have operated in

accordance with our values, our ability to attract, retain, and motivate our personnel may be adversely affected.

Rapid growth has also created workforce-planning and execution challenges, including limitations in our ability

to accurately forecast headcount needs, periods of accelerated hiring followed by corrective actions that may

disrupt operations or reduce morale, and increased reliance on managers operating at greater scale than in

their prior experience, which introduces additional operational, legal, reputational, and execution risk as the

organization continues to expand. If we move into new geographies, we will need to attract and recruit skilled

personnel in those geographic areas, but it may be challenging for us to compete with traditional local

employers in these regions for talent. If we fail to attract new personnel or fail to retain and motivate our

current personnel who are capable of meeting our growing technical, operational, and managerial

requirements, our business may be adversely affected.

In addition, heightened public attention on AI has increased physical and informational security risks, and we

have experienced threats to employee safety and attempts to obtain confidential information through physical

or digital means, which, despite the security measures we have implemented at certain facilities, may be

exacerbated by our global and flexible working arrangements and could adversely affect employee morale,

productivity, and our ability to attract, retain, and motivate highly skilled personnel. Addressing these risks also

requires us to attract and retain additional specialized security personnel, and difficulties in recruiting qualified

security engineers could further exacerbate these challenges.

Further, changes to immigration policies that restrain the flow of professional and technical talent, including

but not limited to U.S. immigration policies, may inhibit our ability to recruit and retain highly qualified

employees. If we are unable to effectively manage the foregoing risks, our prospects, business, financial

condition, and results of operations could be adversely affected.

We have a limited operating history in an evolving and nascent industry, which makes it

difficult to evaluate our future prospects and may increase the risk that we will not be

successful.

We were founded in 2021 and launched our first commercial product, Claude, publicly in the first quarter of

2023. During this time, our business has grown rapidly. We operate in an industry characterized by rapid and

unpredictable technological change, evolving safety and regulatory expectations, significant capital and

compute requirements, and uncertain commercial adoption patterns. Our limited operating history and our

evolving and nascent business and industry make it difficult to evaluate our future prospects and the risks and

challenges we may encounter. These risks and challenges include our ability to:

•develop and release new models and products on a timely and cost-effective basis;

•accurately forecast our revenue, operating expenses, and compute requirements in an environment

characterized by rapid technological change and usage patterns that may scale in nonlinear or

exponential ways;

•secure access to sufficient compute to meet the needs of all our workloads and manage the risks related

to securing compute;

•effectively manage our growth, including our cash flows and capital needs;

•accurately predict customer demands, expectations, or requirements;

•maintain and enhance our brand and reputation;

•attract, retain, utilize, and motivate our highly skilled personnel;

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•build and maintain our strategic partnerships;

•anticipate and respond to macroeconomic changes and changes in the industry and markets in which

we operate;

•anticipate and respond to evolving regulatory requirements and political dynamics;

•maintain our safety-focused approach while meeting market demands;

•successfully monetize our models, platform, and applications; and

•respond effectively to competitive threats.

If we fail to effectively address the risks and challenges we face, including those described elsewhere in this

“Risk Factors” section, our business, financial condition, and results of operations could be adversely affected.

We have encountered in the past, and will encounter in the future, risks and uncertainties frequently

experienced by growing companies with limited operating histories in rapidly changing industries. If our

assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are

incorrect or change, or if we do not address these risks successfully, our results of operations could differ

materially from our expectations and our business, financial condition, and results of operations could be

adversely affected. 

We are at an early stage of our revenue growth, we have experienced rapid growth in recent

periods, and our historical growth rates are not indicative of future performance or our

ability to sustain or forecast future revenue growth.

We have grown rapidly over the last several years, and therefore our recent revenue growth and financial

performance should not be considered indicative of our future performance. In 2023, 2024, and 2025, our

revenue was $41 million, $386 million, and $4.6 billion, respectively, representing year-over-year growth rates

of 841% and 1,088%, respectively. In the six months ended June 30, 2026, our revenue was $16.3 billion,

representing a year-over-year growth rate of 1,300%. We do not expect our revenue will continue to grow at

comparable rates, and we cannot assure you that it will continue to grow at all. Our recent growth may reflect

early-stage adoption dynamics, the nascency of the AI market, and rapid initial customer expansion that may

not be sustainable over time, and it may decline significantly and more rapidly than we anticipate, as our

revenue base increases, as the market matures, and as a result of the other factors described below. We expect

our revenue growth rate to decline over time. In addition, because the AI industry is very nascent, we have

struggled to accurately forecast our revenue in the past and may struggle to do so in the future.

We may experience declines in our revenue growth rate as a result of a number of factors, including:

•the slowing or shifting demand for our models, platform, and applications or the market as a whole;

•our inability to secure sufficient compute and direct it efficiently across our organization;

•insufficient growth in the number of users and paying customers of our models, platform, and

applications or the failure to increase sales of our models, platform, and applications to existing

customers;

•failures, errors, or performance limitations in our models, including unexpected behavior, degraded

outputs, outages, or inability to meet customer expectations or use-case requirements;

•increasing competition among existing competitors and new market entrants;

•the safety and risk mitigation measures we implement in developing and releasing our models,

including any resulting delays in model development or release, or the adoption of laws, regulations, or

standards that affect how and when frontier AI models may be developed or released;

•our failure to continue to capitalize on growth opportunities;

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•our ability to collect amounts owed to us from customers, including as a result of customer credit risk,

billing disputes, or delays in payment;

•our reliance on, and the terms of, relationships with key partners and distribution channels, and any

changes to, or termination of, such arrangements;

•new or more restrictive laws, regulations, or regulatory actions affecting AI development, deployment,

or use, including taxes, fees, or other measures specifically applicable to AI companies or AI-related

labor displacement; and

•reputational harm, adverse publicity, or heightened scrutiny that reduces customer adoption or

expansion.

We expect to continue to make investments in the development and expansion of our business, which may not

result in increased revenue or growth. If our revenue or revenue growth rate declines, or our revenue growth

rate declines with respect to certain markets or customer categories, our business, results of operations, and

investors’ perceptions of our business could be adversely affected, which could in turn negatively impact the

market price of our Class A common stock.

If we fail to manage our growth effectively, our brand, business, financial condition, and

results of operations could be adversely affected.

Since 2021, we have experienced rapid growth in our employee headcount, number of customers, geographic

reach, and our operations, and we expect this growth to continue. For example, the number of our employees

increased from approximately 940 as of December 31, 2024 to approximately 5,300 as of September 30, 2026,

and our revenue increased from $197 million for the three months ended December 31, 2024 to $ for the

three months ended September 30, 2026. This growth has placed, and may continue to place, a significant

strain on our management and our operational and financial resources.

Our ability to successfully manage this growth depends on our ability to scale and integrate our operations,

workforce, technologies, models, platform, and applications, and any future acquisitions while preserving the

beneficial aspects of our company culture. Continued growth may strain our ability to develop and enhance our

operational, compliance, technical, financial, and management controls, improve our reporting systems and

procedures, recruit, train, and retain highly skilled personnel, and maintain customer satisfaction. If we are

unable to do so, our operations, compliance with applicable laws, development and deployment of our models,

platform, and applications, and customer experience could be adversely affected.

As we expand, we must also manage an increasing number of relationships with strategic partners, customers,

vendors, and other third parties that are critical to our business, including those that provide compute, data

center infrastructure, networking, software tools, and other services necessary to develop, train, deploy, and

operate our models. If these relationships deteriorate, or if our third-party providers are unable to scale their

services in line with our growth, we may experience delays, service disruptions, reduced sales to new customers,

or the loss of existing customers, which could adversely affect our revenue growth and reputation. In addition,

our ability to manage our growth depends in part on our ability to accurately plan for and efficiently manage the

compute required to develop, train, deploy, and operate our models. Any material underinvestment or

overinvestment in such resources could result in service limitations, increased costs, operational inefficiencies,

or delays in model development, any of which could adversely affect our business.

If we fail to effectively manage the growth of our business and operations, we may be unable to maintain

effective internal controls, reporting systems, and compliance processes, may face increased regulatory

scrutiny, and may suffer harm to our brand and our ability to attract and retain customers. As a result, our

business, financial condition, and results of operations could be adversely affected.

We have a history of net losses and may not generate sufficient revenue to achieve or sustain

profitability in the future.

We have incurred net losses in each year since our founding, including a net loss of $1.5 billion, $8.3 billion,

and $42.0 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $80.7 billion for

the six months ended June 30, 2026, and we may not achieve or sustain profitability in the future. These net

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losses included change in fair value of convertible notes, derivative liabilities, and SAFEs of $1.0 billion, $5.4

billion, and $34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $72.4

billion for the six months ended June 30, 2026, primarily driven by an increase in the fair value of our

outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of

the respective periods. While we have experienced significant revenue growth in recent periods, our business is

highly capital intensive, and our ability to remain at the frontier of AI capabilities and secure sufficient compute

depends in meaningful part on our ability to generate and sustain substantial revenue and improve our

operating efficiencies. Further, our revenue growth may not be sustainable, and our rate of growth may

decrease. We expect our costs will increase over time and our losses will continue as we expect to invest

significant resources towards growing our business and operating as a public company.

We have expended and expect to continue to expend substantial financial and other resources related to the

growth of our business, including:

•investments to enhance our access and ability to secure compute;

•continued investments in research and development to remain at the frontier of AI model development

and introduce new features and enhancements to our models, platform, and applications;

•expansion of our sales and marketing activities;

•hiring additional employees;

•expansion of our operations across our multiple geographies;

•investments in our expanding general and administrative organization;

•costs associated with complying with existing and evolving laws, regulations, and industry standards

applicable to AI, data protection, privacy, and security, among other things;

•investments in AI safety, risk management, monitoring, evaluation, and mitigation efforts;

•additional expenses associated with operating as a public company; and

•costs related to legal proceedings.

For example, as of and subsequent to September 30, 2026, we have entered into purchase commitments and

lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate

committed spend of more than $ , which may substantially increase our operating expenses and cash

requirements. These expenditures and investments may be more costly than we expect and may not result in

increased revenue or growth in our business. If we are unable to successfully address these risks and challenges

as we encounter them, our business, financial condition, and results of operations could be adversely affected.

In addition, we have granted RSUs to our employees and other service providers, which vest upon the

satisfaction of both a service-based condition and a performance-based condition. The service-based condition

for a majority of such RSUs is satisfied over a period of four years. The performance-based condition of such

RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part.

We account for award forfeitures as they occur. As of June 30, 2026, no stock-based compensation expense had

been recognized for such RSUs because a qualifying event as described above was not probable. In the quarter

in which this offering is completed, we will begin recording stock-based compensation expense based on the

grant-date fair value of the RSUs using the accelerated attribution method. If this offering had been completed

on June 30, 2026, we would have recorded $2.9 billion of cumulative stock-based compensation expense

related to the RSUs on that date, and an additional $23.7 billion of unrecognized stock-based compensation

expense related to the RSUs, would be recognized over a weighted-average period of approximately 2.1 years. In

addition to stock-based compensation expense associated with the RSUs, as of June 30, 2026, we had

unrecognized stock-based compensation expense of approximately $3.1 billion related to other outstanding

equity awards, which we expect to recognize over a weighted-average period of approximately 1.3 years.

Subsequent to June 30, 2026, our board of directors approved the grant of RSUs, which grants will

become effective as of the day prior to the effectiveness of the registration statement of which this prospectus

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forms a part. The grant-date fair value of each RSU subject to these awards will be equal to the price per share

of the shares sold in this offering. These RSUs will vest upon the satisfaction of both a service-based condition

and a performance-based condition as described above. Assuming a grant-date fair value of $ per share,

which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, we

would expect to record stock-based compensation expense of $  billion related to such RSUs, over a

weighted-average period of approximately years, commencing in the quarter in which this offering is

completed. Following the completion of this offering, the stock-based compensation expense related to RSUs

and other outstanding equity awards will result in increases in our expenses in future periods, in particular, in

the quarter in which this offering is completed.

If we fail to generate adequate revenue to offset increases in our operating expenses, improve our operating

efficiencies, or otherwise manage our costs as we invest in our business, we may continue to incur significant

losses in the future and may not be able to achieve or sustain profitability.

Our results of operations may fluctuate significantly on a period-to-period basis, including as

a result of strategic investment decisions and substantial compute-related expenditures,

which could cause the market price of our Class A common stock to decline.

Our results of operations have historically varied from period to period, and we expect that our results of

operations will continue to vary significantly from quarter to quarter and from year to year in the future, such

that the results of any one period should not be relied upon as an indication of future performance. In

particular, our financial performance may be significantly influenced by strategic decisions we make regarding

the allocation of resources and the amount and timing of operating expenses and capital expenditures that we

may incur to maintain and expand our business and operations and to remain competitive. We may make

significant and, at times, discrete investments in areas such as research and development, compute and related

infrastructure, product development, safety and security initiatives, and go-to-market expansion, which may be

uneven in size and timing. These investments may materially increase our expenses in a given period and cause

our results of operations to fluctuate significantly or vary meaningfully from period to period, and may result in

periods of reduced margins or increased losses even if our underlying business trends remain unchanged or

continue to improve. As a result, our financial performance may not follow any consistent pattern, and prior or

interim periods of improved results of operations should not be viewed as indicative of our future performance.

Our revenue in any period has also included, and we expect will continue to include, amounts from customers

that we subsequently determine are using our models, platform, and applications in violation of our usage

policy or commercial terms, and whose revenue would not be expected to recur following restriction or

termination of their access. We believe this dynamic is common in our industry. Detection, investigation, and

enforcement take time, and we cannot assure you that we will identify such usage, or restrict or terminate a

customer’s access, on a timely basis or at all. Customers may evade our controls, and customers whose access is

restricted or terminated may re-register under new accounts. As a result, revenue from such customers may

continue or recur notwithstanding our enforcement efforts. Our continued detection and enforcement efforts,

and in particular, the enhancement of such efforts in August and September 2026, and the timing of any

resulting restrictions or terminations, are expected to reduce the percentage of revenue from customers using

our models, platform, and applications in violation of our usage policy or commercial terms, and may reduce

our overall revenue and growth rates in future periods and contribute to variability in our results from period to

period.

Our results of operations are also affected by seasonal variations in the usage of our models, platform, and

applications. Because our revenue is primarily consumption-based, we have experienced, and expect to

continue to experience, lower usage around holiday and vacation periods in the summer and winter, when

certain customer workflows slow down and overall customer activity declines. Our results of operations may

also vary with the timing and cadence of our model and product releases, which are uneven from period to

period and may cause usage, and therefore revenue, to increase or decline between periods. Our historical

growth rates may have masked the impact of seasonal trends on our results. As our growth rate declines over

time, we expect seasonal effects to become more apparent in, and to have a greater effect on, our period-to-

period results. In addition, other seasonal trends may develop, and the seasonal trends that we currently

experience may become more pronounced, as we continue to scale.

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Our results of operations may also fluctuate due to a variety of additional factors, many of which are outside of

our control and difficult to predict, including, but not limited to:

•the level of demand for our models, platform, and applications, and our ability to forecast such

demand;

•our ability to forecast required compute and to obtain additional compute as needed, and any increase

in costs thereof;

•our ability to expand usage within organizations;

•our ability to attract and retain customers and increase sales of our models, platform, and applications

to existing customers;

•our ability to effectively manage our relationships with our third-party service providers and our

reliance on such providers for critical infrastructure and services;

•the timing and success of new features, integrations, capabilities, and enhancements by us to our

models, platform, and applications, or by our competitors to their products;

•the safety and risk mitigation measures we implement in developing and releasing our models,

including any resulting delays in model development or release, or the adoption of laws, regulations, or

standards that affect how and when frontier AI models may be developed or released;

•our ability to achieve widespread acceptance and use of our models, platform, and applications;

•changes in the competitive landscape and introduction of competitive companies, models, platforms,

and applications;

•security breaches, technical difficulties, or interruptions to our models, platform, or application;

•real or perceived improper or unauthorized use of, disclosure of, or access to confidential, proprietary,

personal, or sensitive data;

•pricing pressure as a result of competition or otherwise;

•adverse litigation judgments, other dispute-related settlement payments, or other litigation-related

costs;

•the number of employees hired;

•the timing of the grant or vesting of equity awards to employees, directors, or consultants;

•the vesting and settlement of equity awards, including any cash used to remit taxes on behalf of

employees in connection with the settlement of RSUs and the recognition of stock-based compensation

expense;

•our ability to maintain, protect, and enhance our brand;

•declines in the values of foreign currencies relative to the U.S. dollar;

•changes in, and continuing uncertainty in relation to, the legislative or regulatory environment with

respect to our industry;

•enforcement by government regulators, including investigations, proceedings, fines, orders,

designations, or consent decrees;

•increased legal and regulatory compliance costs in new and existing markets;

•costs and timing of expenses related to the potential acquisition of businesses, talent, technologies, or

intellectual property, including potentially significant amortization costs and possible write-downs;

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•catastrophic events, and resulting interruptions in the availability of our models, platform, and

applications; and

•general economic conditions in either U.S. or non-U.S. markets, including geopolitical uncertainty and

instability and their effects on software spending.

Any one or more of the factors above, or other factors in this “Risk Factors” section, may result in significant

fluctuations in our results of operations or other key metrics, which may cause such results to fall below our

financial guidance or other projections or the expectations of analysts or investors, and cause the market price

of our Class A common stock to decline.

Certain of our operating metrics are subject to assumptions and limitations. As a result, these

metrics may not provide an accurate indication of our actual performance or future results.

Certain of our operating metrics, such as Run-Rate Revenue, Net Revenue Retention, customer counts, and

Claude’s success rate, are based on numerous assumptions and limitations, are calculated using data from

internal systems and tools, have not been independently verified by third parties, are subject to inherent

limitations in measurement, and may not accurately reflect actual results or provide an accurate indication of

future or expected results.

Run-Rate Revenue is not a substitute for revenue prepared in accordance with GAAP or a forecast of revenue.

Because Run-Rate Revenue annualizes our consumption-based fees for a trailing 28-day period and our

subscription-based fees for a single month, it assumes that activity during those measurement periods has

continued at the same rate for a full year. Because it annualizes a short measurement period, Run-Rate Revenue

measured during a period of seasonally higher or lower usage, such as the reduced usage we have typically

experienced around holiday and vacation periods in the summer and winter, may differ significantly from Run-

Rate Revenue measured at other times, and in each case may not correspond to the revenue we ultimately

recognize over any quarter or fiscal year. Our actual historical revenue and future revenue may differ materially

from this measure. Both our consumption-based and subscription-based revenue may fluctuate from period to

period, and in particular, our consumption-based revenue may fluctuate significantly or decline if customers

reduce, limit, or do not expand their usage or spend, or shift usage to lower-priced models, including in

response to competitive offerings, pricing changes, changes in customer budgets or strategic priorities

regarding AI investment, seasonality, or general economic conditions. In addition, sustaining and growing this

revenue depends on our ability to continue to offer models at the frontier of AI capability, which we may not be

able to do. Our ability or decision to remain at the frontier may also be affected by the safety and risk mitigation

measures we implement in developing and releasing our models. Our recent Run-Rate Revenue growth has also

been driven in part by rapid initial customer adoption and expansion often characteristic of an early-adoption

period and the nascency of the AI market that may not be sustainable, and we expect our Run-Rate Revenue

growth rate to decline over time, and it may decline significantly and more rapidly than we anticipate, as our

revenue base increases, as the market matures, and as a result of other factors. In addition, our Run-Rate

Revenue has included, and we expect will continue to include, amounts from customers that we subsequently

determine are using our models, platform, and applications in violation of our usage policy or commercial

terms. When we identify such usage, we seek to restrict or terminate the customer’s access; however, because

our detection, investigation, and enforcement take time, our Run-Rate Revenue as of any measurement date

includes amounts from customers that have not yet been restricted or terminated and whose revenue would not

be expected to recur following restriction or termination of their access. Our continued enforcement efforts may

reduce our revenue, Run-Rate Revenue, and growth rates in future periods. See “—Our results of operations

may fluctuate significantly on a period-to-period basis, including as a result of strategic investment decisions

and substantial compute-related expenditures, which could cause the market price of our Class A common

stock to decline.” Accordingly, our Run-Rate Revenue as of any measurement date is not indicative of historical

revenue and may not be indicative of our revenue for any future period.

The determination of the number of customers with $100,000 or more of revenue on a TTM basis is based on

our internal records and involves judgment, including in determining which accounts should be aggregated and

treated as belonging to the same organization. We apply our most current customer records in calculating this

metric, and our determination of which accounts belong to a single organization may change over time,

including as a result of acquisitions and account consolidations. We do not separately define or internally track

a category of “enterprise” customers, and our customers are not segmented or measured internally by reference

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to whether a given customer is an “enterprise.” Because spending $100,000 or more on our products is

generally characteristic of organizational rather than individual usage, we use the number of and revenue from

customers with $100,000 or more of revenue on a TTM basis as our measure of enterprise adoption and

engagement with Claude throughout this prospectus, including in references to “enterprise customers” and

“enterprise adoption.” As a result, this measure may not precisely correspond to the population of organizations

that would otherwise be characterized as enterprises, and may over- or understate that population.

Certain success rates and similar AI performance metrics with respect to Claude referenced in this prospectus

are measured using internal benchmarks developed and maintained by us. These benchmarks reflect our

proprietary testing methodology and are based on tasks, data sets, and evaluation criteria selected by us.

Performance results derived from these internal benchmarks may not be replicable by customers, researchers,

or other third parties who evaluate our models using different tasks, data sets, evaluation criteria, or computing

environments. Accordingly, such metrics may differ materially from performance outcomes experienced by any

particular customer or user in their specific deployment environment or use case, and should not be relied upon

as indicative of the results any customer or user will achieve. Because AI performance benchmarking

methodologies vary significantly across developers, such performance metrics as we measure them may also not

be comparable to similarly titled or analogous metrics reported by other AI developers, and direct comparison

of such metrics across companies may be misleading.

Investors should consider these metrics in light of the assumptions and processes used in calculating such

metrics and the limitations as a result thereof. In addition, our internal systems and tools have a number of

limitations, which could result in unexpected changes to our metrics, including the metrics we publicly disclose.

Further, certain of our operating metrics are based in part on data reported to us by our third-party partners. If

the internal systems and tools we use to track these metrics or if the data reported to us by our third-party

partners undercount or overcount performance, or contain algorithmic or other technical errors, the data we

report may not be accurate. While our operating metrics are based on what we believe to be reasonable

estimates for the applicable period of measurement, there are inherent challenges in these measurements. We

may also refine or change our methodology for tracking certain operating metrics from time to time, to the

extent practicable, including to improve overall accuracy and alignment with management’s view of business

and operating performance and as a result of acquisitions. Any of these updates may result in changes in certain

business and operating trends and may impact comparability of these metrics across periods. Investors should

not place undue reliance on these metrics as an indicator of our future or expected results. Moreover, these

metrics may differ from similarly titled metrics presented by other companies and may not be comparable to

such other metrics. See the sections titled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” and “Business” for more information regarding our operating metrics.

Our business is subject to an evolving and uncertain regulatory and political environment,

which could increase our costs, restrict our operations, or adversely affect demand for our

models, platform, and applications.

The development, deployment, and use of AI technologies are subject to rapidly evolving and increasingly

complex laws, regulations, and governmental scrutiny across multiple jurisdictions. Governments and

regulatory authorities in the United States and in other countries in which we operate or distribute our models,

platform, and applications have proposed, enacted, or are considering legislation, regulations, and guidance

relating to AI model development and deployment, data usage and privacy, transparency, safety, consumer

protection, content generation, intellectual property, cybersecurity, export controls, and competition. For

example, the EU AI Regulation 2024/1689 (“EU AI Act”), which came into force in August 2024 and will

become fully applicable following a transitional period, imposes a range of obligations on AI systems and

general-purpose AI models placed on the market or put into service in the EU, including transparency, risk

management, and governance requirements, and provides for significant penalties for non-compliance. In the

United States, the regulatory framework for AI remains fragmented and uncertain, with evolving federal policy

initiatives, continued debate regarding the scope and durability of executive actions, and a growing number of

state-level laws and proposals addressing the development and use of AI. For example, several U.S. states,

including New York and California, have passed AI safety laws. More generally, proposed legislation in the

United States contemplates more expansive governmental oversight of AI, including potential nationalization,

mandatory shutdown or discontinuation requirements for frontier AI systems or other strategic measures to

prevent or manage the development of artificial superintelligence. Further, in June 2026, the U.S. federal

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government issued an executive order establishing a voluntary framework for developers of frontier AI models

to engage with the government prior to the deployment of such AI technologies, directing federal agencies to

strengthen cyber defenses, and prioritizing enforcement against criminal misuse of AI; although that

framework is voluntary and does not establish a mandatory governmental licensing, preclearance, or permitting

requirement for the development or deployment of AI models, it reflects increasing federal attention to the

national security implications of frontier AI and the order may be followed by further executive or legislative

action. If executive or legislative action of this nature were enacted to regulate AI technologies, it could

constrain how we operate our business.

We have also advocated, and expect to continue to advocate, for regulation and oversight of frontier AI,

including industry-wide standards primarily relevant to the use of AI to accelerate AI development, so that AI

capabilities do not advance faster than the safety, alignment, and security practices needed to support them,

and we have proposed working with the U.S. government and other frontier AI developers to establish safety

standards. Regulatory or other measures of the kind we advocate, if adopted, would apply to us and could

increase our compliance burdens, limit our product development or deployment flexibility, affect how and

when we develop or release new models, or otherwise slow our growth. The effect that any such measures would

have on the rate at which AI capabilities advance, and on our business, is uncertain and would depend on the

specific requirements adopted and on the extent to which safety, alignment, and security practices advance

together with model capabilities. There is no assurance that policymakers will adopt the approaches we

support, and our advocacy has in the past drawn, and may continue to draw, criticism, heightened scrutiny, or

other challenges.

Regulatory approaches to AI also vary significantly by geography and may be influenced by local political,

economic, social, or environmental considerations. In some jurisdictions, public concern regarding the

potential displacement of labor by AI systems, the perceived societal impacts of automation, or the

environmental footprint associated with AI development and deployment, has led, or could lead, to restrictive

legislation or other governmental actions. In particular, to the extent the rate of job displacement rapidly

increases due to the adoption of AI or for related reasons, whether actual or perceived, governments or other

regulatory authorities may intervene to slow the rate of adoption of AI, restrict its use, or take other actions that

increase the cost of developing, deploying, or commercializing AI systems. Even in the absence of any legal or

regulatory requirements, we may from time to time voluntarily elect to take actions intended to ameliorate the

impact of such displacement. Any such actions would represent additional costs and expenditures for which we

may not receive a corresponding commercial benefit, and there can be no assurance that any such actions

would be effective in reducing displacement-related harms or in mitigating the associated reputational,

regulatory, or political risks.

Increasingly restrictive AI regulation in the United States and other western jurisdictions could enable

competitors operating in less regulated environments to innovate, scale, and deploy AI technologies more

rapidly, potentially allowing such competitors to become more advanced and pose greater competitive or

strategic threats over time. In particular, increasing strategic competition between the United States and China

in AI development may lead to divergent regulatory approaches, with the potential for the United States to

impose restrictions on AI companies’ interactions with Chinese entities or markets, and for China to impose

reciprocal measures that limit access to or demand for U.S.-origin AI models, platforms, and applications.

As a result of these and other regulatory developments, our business could be subject to a wide range of

regulatory limitations, obligations, or restrictions, including, among other things:

•limitations, conditions, or prohibitions on certain AI use cases, applications, or deployment contexts;

•requirements to modify, restrict, delay, or withdraw specific models, features, or functionalities in

particular markets or for specific customers; for example, in early 2026, the U.S. Department of War

suggested it could invoke the Defense Production Act to compel us to remove the limitations we have

placed on the use of our models for autonomous weapons and mass surveillance;

•heightened transparency, documentation, auditing, governance, or human-oversight obligations;

•restrictions on the collection, use, transfer, localization, or retention of data used to train or operate AI

systems, based on intellectual property, privacy, or other frameworks;

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•mandated safety, risk-management, or evaluation frameworks, certifications, or approvals, including

requirements for independent, third-party review or approval prior to model development, training, or

release; for example, in September 2026, a state attorney general asked a court, in pending litigation

alleging harm to minors, to enjoin an AI company from developing new AI models without

independent, third-party guardrails and approval;

•restrictions on data center development or expansion, including permitting, zoning, or limits on energy

or water usage;

•heightened energy efficiency, sustainability, or environmental compliance requirements;

•limitations on cross-border deployment, access, or commercialization of AI models, including through

export controls, national security determinations, or other governmental measures that could restrict

our ability to sell our models, platform, and applications in certain markets or to certain customers; for

example, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on

our Fable 5 and Mythos 5 models, which were subsequently lifted after we updated our safeguards, and

other models may be subject to these or similar export restrictions in the future; for more information,

see the section titled “—Governmental trade controls, including export and import controls, sanctions,

customs requirements, and related regimes, could subject us to liability or loss of contracting privileges

or limit our ability to compete in certain markets.”;

•AI-specific taxes, fees, reporting obligations, or other financial burdens; or

•outright bans or moratoria on activities material to our business or the businesses of our customers

and partners.

Because AI regulation is developing rapidly and in a fragmented manner, including as a result of political

considerations, public sentiment, and geopolitical dynamics, we will not be able to fully anticipate how existing

laws will be interpreted or enforced, how new legal frameworks will evolve, or whether regulatory regimes

across jurisdictions will converge or diverge over time. Compliance with new or changing requirements may

require substantial investment in research and development, compliance systems, operational processes, or

localized offerings, and we may need to adjust or limit our activities in certain jurisdictions to address

conflicting or inconsistent legal obligations. In addition, regulatory actions affecting our customers or partners,

including restrictions on their ability to develop, deploy, or commercialize AI-enabled models, platforms, or

applications, could indirectly reduce demand for our models, platform, and applications. Any failure, or

perceived failure, to comply with applicable laws and regulations, or any significant increase in the cost or

complexity of compliance, could result in litigation, enforcement actions, penalties, reputational harm, delayed

or reduced adoption of our offerings, or other adverse effects on our business, financial condition, and results of

operations.

Additionally, as AI systems become more sophisticated, emerging debates regarding whether AI systems

possess or could develop forms of sentience or moral status may lead to regulatory requirements, public

pressure, or advocacy efforts that could constrain how we develop, train, deploy, or modify our models, increase

our costs, or affect our reputation, regardless of the ultimate resolution of these philosophical and scientific

questions. In addition, given our focus on developing frontier AI, and the way we approach model sentience and

moral status, we may face heightened scrutiny or pressure in connection with these debates and could elect to

adopt policies, safeguards, or limitations regarding model development, deployment, or modification that go

beyond existing legal requirements, which could constrain our operations, increase costs, or limit the

commercial potential of our models, platform, and applications. If we are unable to manage the foregoing risks,

our business, financial condition, and results of operations could be adversely affected.

Our sales to government entities and highly regulated organizations are subject to challenges

and risks.

Our customers include U.S. and non-U.S. government agencies. Revenue from government agency contracts

represented, in aggregate, approximately 1% of our revenue in each of the periods presented in this prospectus;

however, the risks described below, including the governmental actions described in this risk factor, are not

limited to revenue generated directly from government agencies and could affect our relationships with

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commercial customers and partners. Sales to government agencies involve additional risks, including, but not

limited to:

•changes in government fiscal or procurement policies, or decreases in government funding available

for procurement of goods and services generally, or for our federal government contracts specifically;

•changes in government programs or applicable requirements;

•our ability to agree on commercial terms with government entities, including with respect to the

permitted use of our models, platform, and applications;

•restrictions in the grant of personnel security clearances to our employees;

•our ability to maintain facility clearances required to perform on classified contracts for U.S.

government and non-U.S. government agencies, as applicable;

•changes in the political environment, including before or after a change to the leadership within the

government administration, and any resulting uncertainty or changes in policy or priorities and

resultant funding;

•changes in the government’s attitude towards us as a company or our technology;

•appeals, disputes, or litigation relating to government procurement, including but not limited to bid

protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the

government;

•the adoption of new laws or regulations or changes to existing laws or regulations;

•budgetary constraints, reductions in government spending, operating under continuing resolutions,

disruptions from government shutdowns, or similar measures and constraints imposed by any lapses

in appropriations for the federal government or certain of its departments and agencies;

•influence by, or competition from, third parties with respect to pending, new, or existing contracts with

government customers;

•changes in legal obligations or political or social attitudes with respect to security or privacy issues;

•potential delays or changes in the government appropriations or procurement processes, including as a

result of events such as war, incidents of terrorism, natural disasters, and public health concerns; and

•increased or unexpected costs or unanticipated delays caused by other factors outside of our control.

Any such event or activity, among others, could cause governments and government agencies to delay, pause, or

cancel contracts or seek to modify their contracts, or refrain from entering into contracts with us or purchasing

our models, platform, and applications in the future, undermine our ability to pursue future contracts, damage

our relationships with partners and customers who also sell models, platforms, or applications to governments,

or reduce the size or timing of payment with respect to our services to or purchases from existing or new

government customers. Any of the foregoing could have an adverse effect on our prospects, business, financial

condition, and results of operations.

For example, in February 2026, in response to our publicly stated position that our technology should not be

used for mass domestic surveillance or fully autonomous weapons, the President of the United States stated

that he had directed that all federal executive agencies cease using our technology. At the same time, the

Secretary of War directed the Department of War to designate us as a “supply-chain risk to national security”

and stated that “effective immediately, no contractor, supplier, or partner that does business with the United

States military may conduct any commercial activity” with us. On March 4, 2026, the Department of War sent

us two letters—one pursuant to 10 U.S.C. § 3252 and the other pursuant to Section 4713 of the Federal

Acquisition Supply Chain Security Act (“FASCSA”)—asserting that our models, platform, and applications

present a supply-chain risk. These actions referenced above are defined herein as “Challenged Actions.” We

vigorously challenged these Challenged Actions in Anthropic PBC v. Department of War, et al. (N.D. Cal.) and

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Anthropic PBC v. Department of War, et al. (D.C. Cir.). After first obtaining an order from the United States

District Court for the Northern District of California that preliminarily enjoined the Department of War’s

directive and Section 3252 supply-chain risk designation of us and preliminarily enjoined the other defendant

agencies from implementing the Presidential directive until final resolution of the lawsuit, we subsequently, on

August 27, 2026, obtained an order from the United States District Court for the Northern District of California

that largely granted summary judgment in our favor. The court ruled that the Challenged Actions were

retaliatory acts meant to punish us for speech protected under the First Amendment to the United States

Constitution and violated our rights under the Due Process Clause of the Fifth Amendment to the United States

Constitution. The court also held that the Secretary of War’s actions, particularly with respect to 10 U.S.C. §

3252, violated the Administrative Procedure Act because they were in excess of statutory authority, contrary to

law, and arbitrary and capricious. The court entered final judgment largely in our favor. The defendants filed a

notice of appeal of the preliminary injunction. The D.C. Circuit Court of Appeals, however, denied our motion to

stay the Secretary of War’s Section 4713 designation of us as a supply-chain risk pending review on the merits.

On September 25, 2026, in a 2-1 split decision, the D.C. Circuit Court of Appeals denied our petition for review,

ruling that the Department of War’s Section 4713 supply-chain risk designation was proper, and that our rights

under the First Amendment and Due Process Clause of the Fifth Amendment were not violated. We filed a

petition for rehearing en banc asking the full D.C. Circuit to review the panel’s decision. We cannot predict the

ultimate outcome of these lawsuits. While we continue to work with government agencies, we cannot be certain

that the resolution of these lawsuits will not adversely affect our ability to sell to government agencies and other

customers that sell products and services to the U.S. government, and in turn adversely affect our business,

financial condition, and results of operations.

Further, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable

5 and Mythos 5 models, which we disabled for all customers until those restrictions were lifted, as described in

the section titled “—Governmental trade controls, including export and import controls, sanctions, customs

requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our

ability to compete in certain markets.” Similar restrictions could be imposed again in the future.

Each of the foregoing may result in significant reputational harm, including adverse media coverage, public

scrutiny, and negative perceptions among existing and prospective customers, partners, employees, and

investors, regardless of the ultimate outcome of the litigation. Such perceptions may lead customers, including

commercial enterprises and international customers, to delay or forgo purchasing our models, platform, and

applications, or to impose additional diligence, contractual restrictions, or termination rights in connection

with engagements with us. Further, these developments may create uncertainty in the broader market

regarding our long-term ability to operate in certain sectors, which could result in increased volatility in

demand for our models, platform, and applications, reduced willingness of counterparties to enter into long-

term or strategic arrangements with us, and fluctuations in investor sentiment, any of which could adversely

affect our business, financial condition, and results of operations.

The bidding process for government contracts can be highly competitive, expensive, and time-consuming, often

requiring significant upfront time and expense without any assurance that these efforts will generate revenue.

Government agencies often undertake a significant evaluation process that results in a lengthy sales cycle. Some

contracts with government agencies are structured in phases or include options, where each phase is subject to

satisfaction of certain conditions and where the exercise of options is discretionary. As a result, the actual scope

of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than

total contract value. In addition, product purchases by such organizations are frequently subject to budget

constraints, multiple approvals, and unanticipated administrative, processing, and other delays. All of these

factors can add further risk to business conducted with these customers and could lead to lower revenue results

than originally anticipated.

We also must comply with both local and international laws and regulations relating to the formation,

administration, and performance of contracts. Contracts with government agencies are subject to extensive,

evolving, and sometimes complex regulations which provide public sector customers rights, many of which are

not typically found in commercial contracts. For example, government contracts generally include the ability of

government agencies to terminate for convenience, which if exercised, would result in a lower contract value

and lower than anticipated revenue generated by such arrangement. Any changes to the government

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regulations applicable to government contracts could affect our ability to enter into, or the profitability of,

contracts with government entities.

Our subsidiary, Anthropic Public Institutions, LLC, is required to maintain a facility security clearance to

perform on classified contracts for the U.S. federal government and must comply with National Industrial

Security Program requirements. Failure to comply with these requirements may result in Anthropic Public

Institutions, LLC’s facility clearance being revoked. To the extent Anthropic Public Institutions, LLC, is not able

to maintain its facility security clearance, we may not be able to bid on or win new classified contracts, and

existing contracts requiring a facility security clearance could be terminated, either of which could have an

adverse impact on our business, financial condition, and results of operations.

Contracts with government agencies are also subject to audits and reviews of contractors’ administrative

processes and other contract-related compliance obligations. Breaches of government contracts, failure to

comply with applicable regulations, failure to obtain and maintain required facility and/or security clearances,

or unfavorable findings from government audits or reviews could result in contract terminations, reputational

harm, or other adverse consequences, including ineligibility to sell to government agencies in the future,

government refusal to continue buying our subscriptions, or fines or civil or criminal liability, which could

adversely affect our results of operations.

Our reliance on a limited number of CSPs and suppliers, some of which have strategic and

investment relationships with us and are our customers, creates complex dynamics that could

give rise to conflicts of interest and adversely affect our access to compute.

We rely on a limited number of CSPs—Amazon.com, Inc. (together with its affiliates, “Amazon”), Google, and

Microsoft Corporation (“Microsoft”)—and suppliers, such as Broadcom, for compute and critical components of

our compute infrastructure. These relationships are governed by contractual arrangements that, while

providing us with significant committed compute, also create dependencies and potential vulnerabilities. These

CSPs may experience service outages, security incidents, or capacity constraints that affect our operations. The

terms of our arrangements, including pricing, compute commitments, and service levels, are subject to

negotiation upon renewal, and we may be unable to secure renewals on terms as favorable as our current

arrangements. Migrating workloads to alternative providers would be costly, time-consuming, and

operationally complex, and may not be feasible within timeframes that would avoid material disruption to our

model development roadmap or our ability to serve customers. The engineering investment required to

maintain the performance of our unified compute platform across new hardware environments means that any

such migration could degrade our compute efficiency, increasing the compute and infrastructure costs required

to support a given level of business activity during and following any such migration period.

Our relationships with these CSPs are multifaceted and complex. Amazon, Google, and Microsoft, through their

respective affiliates, have made significant equity investments in our company. At the same time, they may have

made, and may in the future make, equity investments in, provide financing to, or otherwise support companies

whose models, platforms, or applications compete with ours. These CSPs are also our customers, purchasing

our intelligence service for internal use or for their own products and services. Their purchasing decisions may

be influenced by their own competing offerings, which could affect their demand for our intelligence service.

Additionally, Amazon, Google, and Microsoft are among the largest technology companies in the world, each

with substantial AI research and development programs, AI-powered models, platforms, and applications that

compete with ours, and strategic interests that may not be fully aligned with our own. Amazon, Google, and

Microsoft each offer AI services and develop and deploy competing AI models through their respective cloud

platforms. We make certain of our models available through these cloud platforms, and our distribution

relationships with Amazon, Google, and Microsoft generate revenue for us, but they also create dependencies,

give them visibility into our pricing and commercial terms across the platforms they operate, and may influence

their incentives regarding pricing, compute allocation, service quality, sales prioritization, and compensation

structures. To the extent these CSPs promote, integrate, prioritize, or provide customer access to our models,

platform, and applications on terms that are less favorable than those applicable to their own competing

offerings or to the offerings of other companies, including with respect to pricing, commercial terms, product

placement, integration, or access to compute or sales incentives, our competitive position, customer adoption,

and business results could be adversely affected.

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Our relationships with our strategic partners—whether with these CSPs, who simultaneously serve as our

investors, customers, distribution partners, and competitors, or with Broadcom, which simultaneously serves as

a supplier and lessor—create potential conflicts of interest that are difficult to fully anticipate or mitigate. These

CSPs may prioritize their own compute needs or those of their other customers, including competitors in which

they have invested, may gain insight into our operations and compute requirements through their roles as

providers that could inform their competitive strategies, or may make business decisions regarding their

platforms that disadvantage our models, platform, and applications relative to their own offerings or the

offerings of other companies they support. Similarly, Broadcom may prioritize the supply of AI accelerators and

infrastructure capacity to other customers, alter the terms of our equipment lease or the operation of our

dedicated facilities, or make decisions regarding the availability or pricing of hardware that adversely affect our

access to the compute infrastructure they provide. Any deterioration in these relationships, or any decision by

Amazon, Google, Microsoft, or Broadcom to reduce their support for our models, platform, and applications or

limit our access to compute, could adversely affect our business. In addition, such relationships, including any

exclusive or preferential arrangements, investment ties, bundling of services, or cooperative initiatives, have

attracted and may in the future attract antitrust or competition law scrutiny from regulators and private

plaintiffs in the United States or other non-U.S. jurisdictions, and any resulting investigations, enforcement

actions, or required modifications to our business arrangements could be costly, distracting, and harmful to our

business.

If we are unable to manage the foregoing risks, our business, financial condition, and results of operations

could be adversely affected.

We are pursuing initiatives to develop our own data center infrastructure, which involves

significant capital commitments, operational complexities, and execution risks that could

adversely affect our business, financial condition, and results of operations.

To help reduce our dependence on CSPs, address constraints on available compute, and secure access to

compute at the scale necessary for frontier model development, we are pursuing initiatives to develop our own

dedicated on-premise data center infrastructure. These efforts include long-term leases and partnerships with

third-party partners to procure the underlying real estate, power, and data center facilities while we lease

capacity in those facilities and contract with specialized third-party operators for ongoing facility management.

We also procure certain compute and infrastructure equipment directly and operate them in dedicated data

center facilities leased and operated on our behalf, to our specification. For example, under the 2026 Lease

Arrangement, the rent payments over the five-year equipment lease are equal to an aggregate of approximately

$125.2 billion excluding interest, with rent payable in quarterly installments and payment obligations typically

commencing upon AI infrastructure equipment becoming “ready for service” at the applicable data center

facility. The 2026 Lease Arrangement is non-cancelable by the parties to such agreement during the applicable

lease period except in the case of a default. In addition, we deposited cash into a restricted account in April

2026 for the benefit of Broadcom to secure compute capacity, which amount may be released or applied toward

obligations under the lease depending on the satisfaction of specified conditions. Under certain circumstances,

we may be required to place additional cash into this restricted account for future amounts due under the 2026

Lease Arrangement. Upon the occurrence of certain uncured events of default, such as certain payment or

performance failures pursuant to the terms of the 2026 Lease Arrangement, a substantial portion of our

obligations under the 2026 Lease Arrangement would be accelerated and, while we have access to multiple

sources of capital and are not dependent on the potential financing capacity provided in the Infrastructure

Partner 2026 NPA that we entered into in connection with the 2026 Lease Arrangement, we may not be

permitted to elect to issue the convertible promissory notes under the Infrastructure Partner 2026 NPA to

finance such obligations. Furthermore, we may in the future continue to directly procure such data center

infrastructure and we may also undertake other efforts to build out our own compute and infrastructure and

invest more deeply in the compute supply chain, which could result in significantly higher upfront costs and

adversely affect our financial condition and results of operations. For more information about such lease

arrangements, see the sections titled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations—Liquidity and Capital Resources—Contractual Obligations” and “—If our actual compute

requirements differ materially from our projections, we may fail to secure sufficient compute to meet our needs

or we may be committed to excess compute that remains underutilized.” We have limited experience in

managing such data center infrastructure projects at scale. Successfully executing on these data center

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infrastructure initiatives requires us to recruit personnel with relevant experience and manage complex multi-

year deployment timelines and relationships with developers, contractors, and service providers.

As we continue to build out our own compute and infrastructure and further vertically integrate across the

compute supply chain, these multi-party structures will become more prevalent and will expose us to a

structural timing and liquidity risk in our payment obligations that differs from our historical compute

arrangements. Historically, we have generally obtained compute from a limited number of CSPs under

arrangements in which our compute and infrastructure expenses are paid as compute becomes available to us.

In the future, we expect we will increasingly enter into separate arrangements with a greater number of

different counterparties, each responsible for discrete services or inputs across the compute supply chain.

Under many of these arrangements, we may be obligated to pay a counterparty once it performs its discrete

obligation, even if delays or failures by others prevent us from assembling those discrete services or inputs into

usable compute we can deploy to generate revenue. In addition, counterparties may deliver their services or

inputs later than scheduled, or may fail to deliver them at all, and any such delay or non-delivery by a single

counterparty could postpone or prevent our deployment of the associated compute. As a result, we could incur

significant cash outflows without obtaining usable compute on a timely basis, which could adversely affect our

liquidity, financial condition, and results of operations.

Certain of our data center infrastructure arrangements involve complex multi-party structures in which chips

are procured from or through our CSPs, leased to us by third-party financing entities, installed in data center

facilities procured by or through other third-party partners, and operated by yet another set of third-party

service providers. The complexity of these arrangements increases execution risk, as delays or failures by any

participant in the chain could affect the availability or performance of the resulting compute.

In addition, to meet the substantial energy demands of large-scale AI workloads, we have entered into, and may

in the future enter into, arrangements involving dedicated power generation assets and/or the development,

operation, or control of power stations or other energy infrastructure. Such arrangements expose us to new

operational, regulatory, and environmental liabilities, and require expertise and capabilities that differ from our

core competencies. Successfully executing on these power infrastructure projects requires us to recruit

personnel with relevant experience and manage complex multi-year deployment timelines and relationships

with developers, contractors, service providers, and regulators, including aligning project completion schedules

with the data centers such projects are expected to serve in order to avoid timing delays that constrain our

ability to utilize this compute and to generate revenue and recoup costs from such investments.

Deployment of our data center and power infrastructure projects involves execution risks, including delays due

to permitting issues, change in law, force majeure, lack of network connectivity between facilities, supply chain

disruptions, labor shortages, or contractor performance; cost overruns due to equipment pricing changes,

design modifications, or unanticipated requirements; and technical risks that facilities may not perform as

specified or achieve expected reliability or efficiency levels. Certain of our arrangements are also subject to

conditions precedent that must be satisfied before construction can commence, and completion guarantees that

may terminate upon a lender foreclosure before construction is complete, leaving us without contractual

recourse to compel completion. Certain of these arrangements also depend on the continued performance of

credit support provided by a third party that is also a competitor, the loss or impairment of which could

jeopardize the underlying arrangements. Such credit support provided to third-party data center developers or

hardware providers, from which we derive no direct contractual rights or obligations, may also affect the

availability and cost of data center capacity and hardware generally. Additionally, new tariffs or import fees

enacted after the effective date of certain arrangements may be passed through to us as additional costs. Any

delay in or limitation on the amount of compute delivered to us could adversely affect our business.

The capital-intensive and long-term nature of leasing and equipping data center capacity creates financial risk,

as large upfront investments and long-term payment commitments must be made months before facilities

become fully operational. If our compute requirements or technology needs change, we may find ourselves with

leased or dedicated infrastructure that is poorly suited to our actual needs, and technological changes in AI

hardware or training methodologies could render such infrastructure less efficient than newer alternatives.

Unlike CSP arrangements where compute can be adjusted relatively dynamically, long-term leases, reserved

compute, and dedicated infrastructure investments are much less flexible and create long-term financial

obligations regardless of whether the capacity continues to meet our needs. For example, certain of our

dedicated power and data center infrastructure arrangements have initial terms of 20 years with annual

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escalators and include take-or-pay compute payment obligations and uncapped fuel cost pass-throughs that

apply for the duration of the term regardless of actual utilization.

Our increasing efforts to build out our compute and infrastructure require substantial capital expenditures and

are changing the cash flow profile of our business. Whereas the compute purchased through our CSP

arrangements is generally paid as the compute becomes available to us, we expect an increasing portion of our

compute and infrastructure investment to take the form of capital expenditures and other commitments,

including lease obligations, that require significant upfront payments well in advance of the related compute

becoming operational. Our existing commitments are substantial, and we expect our capital expenditures to

increase significantly as we continue to expand our compute and infrastructure build-out. See the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources” for more information. As a result, we expect these investments to result in significant net

cash used in operating and investing activities for the foreseeable future, and our net cash used in these

activities may increase regardless of whether our financial performance improves. The magnitude and timing of

these investments are inherently uncertain and may change materially over short periods, including as a result

of decisions to accelerate or expand our build-out, and such changes could rapidly and significantly alter our

expected results of operations and cash flows for a given period. If our cash flows from operations and available

capital are insufficient to fund these investments, we may be required to raise additional capital on unfavorable

terms or to reduce, defer, or forgo planned investments, any of which could adversely affect our business,

financial condition, and results of operations.

If we are unable to successfully execute on our data center infrastructure initiatives, experience significant

delays or cost overruns, or find that the infrastructure we lease, deploy, or build does not meet our evolving

needs, we may not realize the expected benefits of these investments, which could adversely affect our business,

financial condition, and results of operations.

We may not successfully build, expand, and deploy our sales and marketing organization in a

timely manner, or we may not successfully hire, retain, train, and motivate our sales

personnel.

We have grown, and will continue to grow, our direct sales force. Whether we are able to increase our sales to

existing customers, identify and engage new customers, and enter new U.S. and non-U.S. markets, each with a

focus on broadening use of our models, platform, and applications across departments and entire

organizations, will depend, among other things, on our ability to successfully test new market segments and

customer types, validate product-market fit through early customer engagement, timely and effectively scale

our sales motions, and adapt quickly when market conditions change. We have limited experience building,

managing, and scaling a direct sales force. We have dedicated and plan to continue to dedicate significant

resources to sales and marketing programs and to expand our sales and marketing capabilities to target

potential customers and achieve broader market adoption of our models, platform, and applications, but there

is no guarantee that we will be successful in attracting and maintaining additional customers. Moreover,

identifying, recruiting, training, and managing sales personnel requires significant time, expense, and attention,

including from our senior management and other key personnel, as there is significant competition for sales

personnel with the skills and technical knowledge that we require, including the ability to understand and

communicate complex and evolving AI use cases, regulatory considerations, customer risk sensitivities, and

rapidly changing product capabilities. These challenges are particularly acute for international expansion,

which requires qualified personnel with international experience, language skills, cultural competencies in the

geographic markets which we target, and an aligned mission-oriented culture. If we are unable to successfully

manage the foregoing risks, our prospects, business, financial condition, and results of operations could be

adversely affected.

We periodically make adjustments to our sales and marketing organization in response to market

opportunities, product introductions or enhancements, acquisitions, and other internal and external

considerations. Any future sales and marketing organization changes may result in a temporary reduction of

productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we

structure and implement the compensation of our sales and marketing organization may be disruptive or may

not be effective and may adversely affect our revenue growth. If we are unable to attract, hire, develop, retain,

and motivate qualified sales and marketing personnel, if our new sales personnel are unable to achieve

sufficient sales productivity levels in a reasonable period of time or at all, if our marketing programs are not

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effective, or if we are unable to effectively build, expand, and manage our sales organization and operations, our

sales and revenue may grow more slowly than expected or decline, and our prospects, business, financial

condition, and results of operations could be adversely affected.

We have a limited history under our current go-to-market strategy, and our efforts to scale

and evolve our customer acquisition, engagement, and retention model may not be successful.

We have a limited history selling consumption-based access and subscriptions to our models, platform, and

applications under our current business model, and we are continuing to scale our operations and go-to-market

strategy. Our future success depends in part on our ability to continue attracting, onboarding, expanding, and

retaining customers under this model, including determining whether, when, and how to target, develop, and

deepen relationships with individual customers over time. Scaling our operations, including hiring, training,

and retaining additional sales, sales engineering, and customer-facing personnel, and evolving our go-to-

market strategy may take more time and require more effort than anticipated, and the results of these efforts

are difficult to predict. Our business and operating models have not been fully proven, and our limited history

with our current approach makes it difficult to evaluate our prospects, plan for future growth, and forecast our

results of operations.

In addition, our strategy and customer mix expose us to competitive and execution risks as the AI market

continues to evolve. We have organized our research priorities, our product roadmap, and our go-to-market and

Applied AI teams around enterprise use cases, and much of the diffusion of Claude to date has been organic—

driven by individual users, including software developers and prosumers, who adopt Claude and often serve as

internal champions for its broader adoption within their organizations—rather than by a large direct sales

organization. This approach has allowed us to scale with a smaller team relative to other large enterprise

technology companies, but it assumes that our applications and distribution will be sufficient to deliver the

capabilities of our models to customers and that individual adoption will continue to translate into

organizational adoption and expansion. Companies with stronger consumer-facing businesses, larger consumer

user bases, more established brands, broader distribution, or deeper customer relationships may choose to

increase their focus on enterprise customers or enterprise use cases and could leverage their scale, resources,

and market presence to compete more effectively with us. In particular, if such competitors capture the

individual users from whom our enterprise adoption often originates, whether through their consumer

applications, by integrating AI functionality into products those users already use, or otherwise, our pipeline of

enterprise opportunities could be reduced in ways that a direct sales organization of our current scale may not

be able to offset. Building a substantially larger sales organization, or shifting investment toward consumer and

application-layer products to compete for those users, would require significant time and resources beyond our

current plans and would involve the trade-offs described in the section titled “—We face intense competition,

and if we are unable to compete effectively, our business, financial condition, and results of operations could be

adversely affected.” Because we have a limited operating history with our current business model and go-to-

market strategy, we have less experience predicting customer adoption, expansion, and retention patterns, and

customers may be slower than expected to adopt our models, platform, and applications or expand usage. Any

failure to successfully scale our operations or effectively execute on and refine our go-to-market strategy could

adversely affect our business, financial condition, and results of operations.

Sales to enterprise customers involve complexities and risks that could adversely affect our

business, financial condition, and results of operations.

We derive a large portion of our revenue from sales to enterprise customers. Our ability to attract, retain, and

expand relationships with enterprise customers depends in significant part on our ability to meet their

generally heightened operational, technical, security, reliability, and compliance requirements. Enterprises

typically expect high levels of system uptime, performance consistency, data security, auditability, internal

controls, and scalability, as well as robust support and service levels. These requirements may be heightened for

our agentic offerings, where enterprise customers may require detailed logs of each action taken by an

autonomous agent within their environment, including the agent’s reasoning, tool invocations, and interactions

with external systems. Any inability on our part to provide such logs at the level of granularity customers

require could limit adoption of our agentic offerings by enterprises or result in customer attrition. If we are

unable to deliver models, platforms, and applications that satisfy these enterprise-grade requirements, or if we

experience outages, performance degradation, security incidents, or other operational failures, our ability to

retain and expand with enterprise customers could be adversely affected. In particular, as we deploy our Virtual

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Collaborators, like Claude Code and Claude Cowork, within enterprise environments, these systems will require

broad permissions and deep integrations with customers’ internal tools, data, and workflows in order to operate

effectively. The scope of access required for extended autonomous operation within enterprise environments

increases the potential consequences of any security incident, unauthorized action, or system error, and

customers may be reluctant to grant the level of access necessary for these systems to operate as designed if

they are unable to satisfy themselves regarding the security, reliability, and controllability of such systems.

Our sales efforts targeted at enterprise customers also involve risks and challenges that may not be present, or

that are present to a lesser extent, with sales to individuals or smaller organizations. These customers typically

have longer decision-making cycles, require greater security, functionality, and scalability, expect a broader

range of services, demand that providers take on a larger share of risks, require higher levels of customer

service and support, and expect greater payment flexibility from vendors. We are often required to spend

significant time and resources to familiarize potential customers with the value proposition of our models,

platform, and applications, and this process can take substantially longer with enterprise customers.

Enterprises may also require extensive customization, integration support, and vendor evaluations and demand

more features than we currently offer or than we can deliver within their expected timeframes, including

enterprise-grade functionality such as audit logs, compliance features, security controls, and monitoring tools,

which may require us to make additional investments in product development or services capabilities, before

committing to a purchase. As a result of these factors, sales opportunities with enterprises require us to devote

greater sales and administrative support and professional services resources to each such enterprise customer,

which increases our costs, lengthens our sales cycle, and diverts our sales and customer service resources to a

smaller number of enterprise customers. We may spend substantial time, effort, and money in our sales efforts

without successfully producing any sales. In addition, many enterprise customers procure and deploy our

models, platform, and applications through third-party CSP marketplaces, which can introduce additional

complexity into the sales and deployment process, including reliance on the CSPs’ procurement, security, and

billing workflows and coordination with multiple counterparties. As a result, our ability to attract, retain, and

expand relationships with enterprise customers may also depend in part on factors outside of our direct control,

including the policies, priorities, and operational requirements of such CSPs.

A number of factors influence the length and variability of our sales cycle. The need to educate potential

customers about the uses and benefits of our models, platform, and applications, the discretionary nature of

purchasing and budget cycles, competitive evaluation and purchasing approval processes, procurement

requirements, legal review of contract terms, and internal budget authorization procedures all contribute to

sales cycle variability. The length of our sales cycle, from identification of the opportunity to deal closure, may

vary significantly from customer to customer. Sales to enterprises typically take longer to complete than sales to

individuals or smaller organizations.

A meaningful portion of our revenue is attributable to a relatively small number of such enterprise customer

relationships, which increases the variability of our financial results. Our revenue in any given quarter could be

substantially affected if these customers decide to significantly reduce their spend.

Enterprises may have deep existing relationships with our competitors for models, platforms, and applications

we do not offer, or relationships with others in the ecosystem, which may delay our sales process or cause us to

not succeed with such enterprises.

Enterprise customers are particularly sensitive to our ability to maintain the uptime of our models, platform,

and applications, and any degradation in uptime could adversely affect our ability to retain and expand with our

enterprise customers. Sustaining the uptime, performance, and scale that enterprise customers expect can place

additional demands on our overall compute, and any failure of our capacity management systems to direct

sufficient compute to support such demands could adversely affect our ability to serve all workloads. For more

information about the foregoing, see the section titled “—If we fail to manage our technical operations

infrastructure, or experience service outages, interruptions, or delays in the deployment of our models,

platform, and applications, our results of operations may be adversely affected.”

Our sales strategy for these enterprise customers also depends on our ability to build and maintain an effective

sales organization. If we fail to effectively manage these risks associated with sales to enterprises, our business,

financial condition, and results of operations could be adversely affected. For additional discussion of our

personnel related risks, see the section titled “—We may not successfully build, expand, and deploy our sales

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and marketing organization in a timely manner, or we may not successfully hire, retain, train, and motivate our

sales personnel.”

If our marketing strategies, such as our free trials and free tiers, fail to generate the benefits

we expect, or if their costs exceed those benefits, our ability to grow our revenue could be

adversely affected.

A portion of our users access our models, platform, and applications through free tiers or promotional offerings,

and we seek to convert these users into paying customers over time. We may not always be successful in doing

so, as free users may be satisfied with the limited functionality available in free tiers, may not have budgets to

support paid subscriptions, or may choose to use our free offerings indefinitely without converting to paid

plans. The availability of free tiers may cannibalize potential paid subscriptions, as some users who would have

otherwise paid for our services may instead rely exclusively on free access. Additionally, providing free access to

our models, platform, and applications involves costs, including compute and infrastructure, customer support,

and other operational costs. In addition, we offer free access in significant part to build awareness of, familiarity

with, and engagement with our products, and as a means of reaching individuals engaged in knowledge work

outside of a business or organizational context. However, these benefits are inherently difficult to measure, free

usage may not generate the awareness or advocacy we expect, and individual adoption of our products may not

translate into organizational adoption or expansion. See the section titled “—We have a limited history under

our current go-to-market strategy, and our efforts to scale and evolve our customer acquisition, engagement,

and retention model may not be successful.” If the costs of supporting free users exceed the value we derive

from their eventual conversion or other benefits such as network effects and word-of-mouth referrals, our

business, financial condition, and results of operations could be adversely affected.

If we fail to maintain high-quality customer support, our ability to retain and expand

customers could suffer, which may adversely affect our prospects, business, financial

condition, and results of operations.

Our customers rely on our customer support services to resolve issues and realize the full benefits that our

models, platform, and applications provide. In order to deliver high-quality customer support and engagement,

we must successfully assist our customers in deploying and continuing to use our models, platform, and

applications, resolve performance issues, discover and deploy our models, platform, and applications in new

use cases, provide hands-on technical implementation, customization and solution engineering support,

provide training and guidance to help customers effectively adopt and scale their use of our models, platform,

and applications, address interoperability challenges, and respond to security threats and cyberattacks and

performance and reliability problems that may arise from time to time. The importance of our support function

will increase as we expand our business and pursue new customers. Many enterprises have complex internal

systems and require high levels of focused support to fully realize the benefits of our models, platform, and

applications. If we do not help our customers quickly resolve issues and provide effective ongoing support and

enablement, or a market perception develops that we do not maintain high-quality customer support and

experience, our ability to maintain and expand our subscriptions to existing and new customers could suffer,

particularly with respect to our enterprise customers.

In addition, our growth model depends significantly on driving deeper adoption and expanded use cases within

our existing customer base. If we are unable to effectively provide support and integration efforts that enable

customers to identify, deploy, and scale additional high-value use cases, demonstrate measurable return on

investment, or integrate our models, platform, and applications into their core workflows, customers may limit

usage, fail to renew at expected levels, or reduce their spend, which could materially slow our revenue growth.

Further, there can be no assurance that we will be able to hire sufficient support personnel as and when needed,

particularly if our sales exceed our internal forecasts. We expect to continue to increase our customer base, and

that growth may put additional pressure on our customer support teams, which may require additional

personnel to respond to customer demand. We may be unable to respond quickly enough to accommodate

short-term increases in customer demand for services. To the extent that we are unsuccessful in hiring,

training, and retaining adequate support personnel, our ability to provide high-quality and timely support to

our customers will be negatively impacted, and our customers’ satisfaction and their use and subscription of our

models, platform, and applications could be adversely affected.

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In addition, as we continue to grow our operations and reach a larger and increasingly global customer base, we

need to be able to provide efficient services that meet our customers’ needs globally at scale, and our customer

support teams may face additional challenges, including those associated with delivering support, training, and

documentation in languages other than English and providing services across expanded time-zones. If we are

unable to manage the foregoing risks, our business, financial condition, and results of operations could be

adversely affected.

Our product and investment decisions may not prioritize short-term financial results and may

not align with investor expectations or preferences, which could adversely affect the market

price of our Class A common stock.

Our product and investment decisions are informed in large part by our commitment to AI safety, expanding

our models, platform, and applications securely and responsibly, and providing high quality customer support,

all of which, in addition to our status as a PBC, may not necessarily maximize short term financial results. While

we generally believe that our product and investment strategy will improve our long-term financial results, we

regularly make product and investment decisions that may or may be perceived to negatively impact our short-

term revenue or ability to achieve and sustain profitability. For example, we have in the past delayed the release

of new models or features, limited their availability, imposed usage restrictions, or constrained certain

functionality until we determined that sufficient safety testing, evaluations, or mitigations were completed, such

as with Mythos through Project Glasswing, which may have had a negative impact on our short-term revenue,

and we may do so again in the future.

Our focus on AI safety and responsible deployment may also require us to incur significant additional costs,

including increased research and development expenses, additional personnel and infrastructure, and foregone

or delayed revenue opportunities relative to competitors that may prioritize speed to market, broader access, or

more permissive use of their products. These decisions may reduce customer adoption, limit usage by certain

customers or use cases, or make our offerings less attractive, particularly when compared to competitors that do

not adopt similar constraints.

In addition, as we focus on responsibly growing our customer base and engagement across our models,

platform, and applications, we may make product, pricing, or access decisions that lead to less short-term

profits or engagement compared to our competitors. Customers, partners, or investors may not agree with or

fully understand these decisions and may perceive them as limiting our competitiveness or commercial

potential, which could adversely affect our reputation, customer relationships, market adoption, or valuation.

We cannot assure you that our long-term strategy will ultimately result in superior financial performance or

that the anticipated long-term benefits of these decisions will be realized on the timeline we expect, or at all.

Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

Our investments in new products, technologies, and business initiatives may not produce the

expected benefits and could adversely affect our business.

We regularly make decisions to invest in new products, technologies, business lines, and strategic initiatives,

including in areas outside our current core offerings, and the outcomes of these investments are inherently

uncertain. These initiatives often require significant upfront investments of capital, research and development

resources, and management attention, and their outcomes may not achieve widespread market adoption, may

not generate revenue at anticipated levels, may take longer than expected to mature, or may fail entirely. In

addition, reallocating resources from our core offerings to pursue new initiatives could slow growth in existing

products, reduce operating efficiency, or weaken our competitive position if those initiatives do not succeed. If

our investments in new products or business lines do not produce the long-term benefits we anticipate, our

business, financial condition, results of operations, and prospects could be adversely affected.

Certain of these initiatives, including our life sciences research program, which involves operating laboratory

facilities, and our research in robotics and physical AI, require us to engage in activities outside our historical

experience as a software and research organization, such as handling biological and chemical materials,

operating laboratory and robotic equipment, and complying with biosafety, occupational health and safety,

environmental, hazardous materials, and, potentially, preclinical and clinical research regulations. These

activities expose us to categories of liability, including for workplace injury and environmental contamination,

that differ from those associated with our core business, and any drug candidates or other discoveries resulting

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from these efforts would face the lengthy, costly, and uncertain development and regulatory pathways

characteristic of the life sciences industry, and may never generate revenue.

If we fail to manage our technical operations infrastructure, or experience service outages,

interruptions, or delays in the deployment of our models, platform, and applications, our

results of operations may be adversely affected.

Our systems and operations are subject to disruptions resulting from changes to our technology infrastructure.

We have experienced, and may continue to experience, service interruptions or degraded performance due to

software deployments, configuration changes, system updates, and new model introductions. These disruptions

may adversely affect our ability to service customers and could result in lost revenue, customer attrition, or

reputational harm. Further, our mitigation efforts and processes may be insufficient to prevent or minimize the

impact of system changes on service availability, and we may lack adequate testing, rollback procedures, or

monitoring capabilities to detect and remediate issues arising from system changes in a timely manner. For

example, in March 2026, we experienced a service outage and periods of degraded performance resulting from

a combination of factors, including a significant and rapid increase in usage demand, compute constraints in

certain components of our infrastructure, and other factors. Although we have taken and continue to take steps

to address these issues, including migrating to more scalable infrastructure and enhancing our operational

processes, similar incidents may occur in the future.

In addition, continued growth in our customer base could place additional demands on our models, platform,

and applications and could cause or exacerbate slowdowns or interrupt the availability of our models, platform,

and applications. If there is a substantial increase in the volume of usage of our models, platform, and

applications, we will be required to further expand and upgrade our technology and infrastructure. Any

substantial increase in usage will also require increased compute. Because our compute is procured well in

advance based on projected demand across all workloads, a significant acceleration in customer demand could

cause aggregate capacity to fall short of the levels required to support all of our workloads concurrently at the

scale we intend. If our committed compute proves insufficient, or the composition of our committed compute

portfolio differs materially from our demand forecasts, we may experience service disruptions, degraded

response times, or limitations on customer and user access to our models, platform, and applications, while also

experiencing constraints on the compute available to support ongoing model development. There can be no

assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our

models, platform, and applications or expand and upgrade our systems and infrastructure to accommodate

such increases on a timely basis. If our users are not able to access our models, platform, and applications or

encounter slowdowns, we may lose customers or partners. In order to remain competitive, we must continue to

enhance and improve the responsiveness, functionality, and features of our models, platform, and applications

and the underlying compute infrastructure supporting them. Our disaster recovery plan may not be sufficient to

address all aspects or any unanticipated consequence or incidents, and our insurance may not be sufficient to

compensate us for the losses that could occur.

Moreover, Amazon, Google, and Microsoft provide substantial portions of the compute infrastructure that we

use to host our models, platform, and applications and many of the internal tools we use to operate our

business. Any significant disruption of, limitation of our access to, or other interference with this infrastructure

would negatively impact our operations, degrade the availability and performance of our models, platform, and

applications, and could cause us to lose customers who are unable to access or experience difficulties accessing

our models, platform, and applications. Even absent a full disruption, the level of service provided by Amazon,

Google, and Microsoft could affect the availability or speed of our models, platform, and applications, which

may also impact the usage of, and our customers’ satisfaction with, our models, platform, and applications and

could seriously harm our business and reputation.

Any transition of the services and infrastructure currently provided by Amazon, Google, and Microsoft to

another CSP would require significant time and expense and could further disrupt or degrade delivery of our

models, platform, and applications. Such a transition could require us to re-architect portions of our

infrastructure, retrain or migrate models and large datasets, incur data transfer and duplication costs, and

adapt our systems to new tools and configurations, which could result in operational delays and reduced

performance during the transition period. If Amazon, Google, or Microsoft increases pricing terms, terminates

or seeks to terminate our contractual relationship, whether for competitive reasons or otherwise, establishes

more favorable relationships with our competitors, or changes or interprets its terms of service or policies in a

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manner that is unfavorable with respect to us, our business, financial condition, and results of operations could

be adversely affected.

In addition, an increasing portion of our compute is hosted in dedicated data center facilities that are leased

and operated on our behalf by third parties rather than by our CSPs, and we expect this portion to grow. Certain

of these operators have a limited operating history, and these facilities may have less geographic redundancy,

failover capacity, or operational tooling than those of large-scale cloud environments, such that an equipment

failure, cooling or network disruption, or operator error at a single facility could affect a meaningful portion of

our available capacity. Moreover, the continuous availability of our models, platform, and applications depends

on the reliable supply of electrical power and water to the facilities that host our infrastructure, whether

operated by our CSPs or on our behalf. Utility outages, shortages, price increases, or required curtailment of

power during periods of peak demand, whether in connection with or outside of natural disasters or other

catastrophic events, could interrupt or degrade the provision of our services in the ordinary course of our

business. See the sections titled “—Constraints on the critical inputs supporting compute could limit our ability

to secure adequate compute.” and “—Our business, financial condition, and results of operations may be

adversely affected by war, terrorism, natural disasters, public health crises, political crises, or other unexpected

events.”

If we are unable to make acquisitions and investments, or successfully integrate them into our

business, our business, financial condition, and results of operations could be adversely

affected.

As part of our business strategy, we will continue to consider a wide array of potential strategic transactions,

including acquisitions of businesses, new technologies, services, and other assets and strategic investments that

complement our business. We have previously acquired and continue to evaluate targets that operate in

relatively nascent markets, and there is no assurance that such acquired businesses will be successfully

integrated into our business or generate substantial revenue. In addition, we may overpay for acquisition

targets or make investments at valuations that do not ultimately prove justified by the targets’ performance,

strategic value, or market conditions, which could adversely affect our financial condition.

We may be unable to identify or complete prospective and attractive strategic transactions for many reasons,

including competition from other potential acquirers, the effects of consolidation in our industry, and

potentially high valuations of acquisition candidates. Even if we identify strategic transactions or enter into

agreements with respect to such transactions, applicable antitrust laws and other regulations may limit our

ability to acquire targets or force us to divest all or a portion of our business or an acquired business. If we are

unable to identify suitable targets or complete acquisitions, our growth prospects may suffer, and we may not

be able to realize sufficient scale and technological advantages to compete effectively.

Acquisitions involve many risks, any of which could adversely affect our business, financial condition, and

results of operations, including:

•intense competition for suitable acquisition targets, which could increase prices and adversely affect

our ability to consummate deals on favorable or acceptable terms;

•failure or material delay in closing a transaction;

•transaction-related lawsuits or claims;

•difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired

company;

•difficulties in retaining key employees, business partners, or customers of an acquired company;

•challenges with integrating the brand identity of an acquired company with our own;

•diversion of financial and management resources from existing operations or alternative acquisition

opportunities;

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•failure to realize the anticipated benefits or synergies of a transaction at all or within the expected

timeframe;

•the incurrence of debt or dilution related to equity issuances in connection with a transaction;

•failure to identify or address the problems, liabilities, or other shortcomings or challenges of an

acquired company or technology, including issues related to copyrights and other intellectual property,

regulatory compliance practices, litigation, revenue recognition, or other accounting practices, or

employee or user issues;

•risks that the acquired company could have a negative impact on our company culture;

•risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an

acquired company or business;

•risks that regulatory bodies do not approve our acquisitions or business combinations or delay such

approvals;

•theft of our trade secrets or confidential information that we share with potential acquisition

candidates;

•risk that an acquired company or investment in new services cannibalizes a portion of our existing

business; and

•adverse market reaction to an acquisition.

If we fail to address the foregoing risks or other problems encountered in connection with past or future

acquisitions of businesses, new technologies, services, and other assets, strategic investments, and other

strategic transactions, or if we otherwise fail to realize the expected benefits of such acquisitions or investments,

our business, financial condition, and results of operations could be adversely affected.

Unfavorable media coverage regarding our business, our models, platform, and applications,

the impacts of AI, and the AI industry more broadly could adversely affect our business,

financial condition, and results of operations.

As our business has grown and as interest in us and the AI industry overall has increased, we have attracted,

and may continue to attract, significant media coverage, public commentary, and scrutiny from time to time.

This coverage and commentary have included, and we expect will continue to include, recurring narratives

concerning the potential adverse societal impacts of AI, including that AI may displace or eliminate jobs, may

be misused or otherwise cause harm, and may pose catastrophic or existential risks to humanity. We have been,

and may continue to be, a particular focus of such narratives, and unfavorable coverage of the AI industry

generally may be attributed to us, in each case regardless of whether the underlying concerns are well-founded

or specifically applicable to our models, platform, or applications. Unfavorable publicity regarding us, our

partners, or the AI industry more broadly could adversely affect our reputation and brand, as described in the

section titled “—If we are unable to maintain and enhance our brand and reputation, our business, financial

condition, and results of operations may be adversely affected.” Negative media coverage, including public

figures making negative or threatening statements about our company, whether accurate or not, could also

adversely affect our brand and reputation and may reduce market acceptance of our models, platform, and

applications or impair our ability to attract and retain customers. As public awareness of our brand increases,

any issues that draw media attention may have an amplified adverse effect on our reputation. If unfavorable

media coverage or adverse public perceptions persist or intensify, the demand for our models, platform, and

applications could decline and our brand, business, financial condition, and results of operations could be

adversely affected.

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We will incur increased costs and demands upon management as a result of complying with

the laws and regulations affecting public companies, which may adversely affect our

business, financial condition, and results of operations.

As a public company, we will incur greater legal, accounting, and other expenses than we incurred as a private

company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as

amended (“Exchange Act”), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the Dodd-Frank Wall

Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of

the Nasdaq Global Select Market. The Exchange Act requires, among other things, that we file annual,

quarterly, and current reports with respect to our business and results of operations. Compliance with these

requirements will increase our legal, accounting, and financial compliance costs, and increase demand on our

systems, making some activities more time-consuming and costly. In addition, changing laws, regulations, and

standards relating to reporting obligations and corporate governance disclosure are creating uncertainty for

public companies, which could result in continued uncertainty regarding compliance matters and higher costs.

We expect these rules and regulations to make it more expensive for us to obtain director and officer liability

insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher

costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and retain

qualified individuals to serve on our board of directors or as our executive officers.

As a public company, we expect to incur significant expenses and devote substantial management effort toward

ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In

that regard, we will need to hire additional accounting and financial staff with appropriate public company

experience and technical accounting knowledge. In addition, as a public company, we may be subject to

stockholder activism, which can lead to substantial costs, distract management, and impact the manner in

which we operate our business in ways we cannot currently anticipate.

As a result of disclosure of information in this prospectus and in our public filings with the SEC as required of a

public company, our business and financial condition will become more visible, which we believe may result in

threatened or actual litigation, including by competitors and other third parties. If such claims are successful,

our business, financial condition, and results of operations may be adversely affected, and even if the claims do

not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve

them, may divert the resources of our management and our board of directors, and adversely affect our

business, financial condition, and results of operations.

Further, many members of our management team have limited experience managing a publicly traded

company, interacting with public company investors, and complying with the increasingly complex laws and

regulations pertaining to public companies. Our management team may not successfully or efficiently manage

our transition to being a public company subject to significant regulatory oversight and reporting obligations

under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new

obligations and constituents will require significant attention from our management and may divert their

attention away from the day-to-day management of our business, which may adversely affect our business,

financial condition, and results of operations.

Our business, financial condition, and results of operations may be adversely affected by war,

terrorism, natural disasters, public health crises, political crises, or other unexpected events.

War, terrorist attacks, and other acts of political violence, or any significant natural disaster, such as an

earthquake, fire, hurricane, tornado, flood, or significant power outage, may disrupt our operations, mobile

networks, the internet, data centers, or the operations of our partners or third-party service providers, and the

impact of climate change may increase these risks. In particular, our corporate headquarters are located in the

San Francisco Bay Area, a region known for seismic activity and increasingly for the threat of fires. In addition,

any public health crises, pandemics, political crises, terrorist attacks, war and other political or social

instability, other geopolitical developments, or other catastrophic events, whether in the United States or in

non-U.S. geographies, may adversely affect our operations or macroeconomic conditions. For example, an act of

terrorism, armed conflict, or escalation of geopolitical tensions could result in physical damage to or

destruction of data centers and other critical infrastructure, whether owned or operated by us or our third-party

providers, as well as disruptions to power, cooling, or network connectivity necessary to operate such facilities.

The impact of any of the foregoing or other disruption to us, our partners, or other third parties may result in

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system interruptions and degradation, reputational harm, delays in our product development, lengthy

interruptions in our services, data breaches, malware, and other security or hacking incidents, all of which may

adversely affect our business, financial condition, and results of operations. All of the aforementioned risks may

be further increased if our disaster recovery plans prove to be inadequate. Further, the insurance we maintain

may be insufficient to cover our losses resulting from such business interruptions, and any incidents may result

in loss of, or increased costs of, such insurance.

If we are unable to ensure that our models, platform, and applications interoperate with a

variety of software applications that are developed by others, including our integration

partners, we may become less competitive and our business, financial condition, and results

of operations may be adversely affected.

Our models, platform, and applications must integrate with a variety of hardware and software platforms, and

we need to continuously modify and enhance our models, platform, and applications to adapt to changes in

hardware, software, and browser technologies. In particular, we have developed our models, platform, and

applications to be able to easily integrate with third-party applications, including the applications of software

providers that compete with us as well as our partners, through the interaction of APIs. In general, we rely on

the providers of such software systems to allow us access to their APIs to enable these integrations. We are

typically subject to standard terms and conditions of such providers, which govern the distribution, operation,

and fees of such software systems, and which are subject to change by such providers from time to time. Our

business will be harmed if any provider of such software systems:

•discontinues or limits our access to its software or APIs;

•modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or

other software developers;

•changes how information is accessed by us or our customers;

•establishes more favorable relationships with one or more of our competitors; or

•develops or otherwise favors its own competitive offerings over our models, platform, and applications.

Further, we depend in part on operating systems, including mobile operating systems such as iOS and Android,

and their respective application stores, such as Apple’s App Store and Google’s Play Store, to drive downloads of

our Claude app. If such operating systems or application stores limit the availability of our app, make changes

that degrade the functionality of our app, increase the cost of using our app, impose terms of use unsatisfactory

to us, or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’

placement in such mobile operating systems’ application store is more prominent than the placement of our

app, our user growth could be adversely affected. Any changes in such operating systems and application stores

that degrade the functionality of our app or give preferential treatment to our competitors’ apps could adversely

affect our platform’s usage across devices. Some marketplaces have explored changing their policies regarding

what content is acceptable within an application. If we are unable to adapt to such changes, this could adversely

affect our platform’s access to and usage within those ecosystems. As new mobile devices and mobile platforms

are released, there is no guarantee that certain mobile devices will continue to support our platform or

effectively roll out updates to our apps. Additionally, in order to deliver a high-quality app, we need to ensure

that our models, platform, and applications are designed to work effectively with a range of mobile

technologies, systems, networks, and standards. We may not be successful in developing or maintaining

relationships with key participants in the mobile industry that enhance users’ experience. If users encounter

any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in

popular mobile operating systems, our prospects, business, financial condition, and results of operations could

be adversely affected.

Third-party models, platforms, and applications are constantly evolving, and we may not be able to modify our

models, platform, and applications to assure their compatibility with that of other third parties. In addition,

some of our competitors may be able to disrupt the operations or compatibility of our models, platform, and

applications with their models, platforms, or applications, or exert strong business influence on our ability to,

and terms on which we operate our models, platform, and applications. Should any of our competitors modify

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their products or standards in a manner that degrades the functionality of our models, platform, and

applications or gives preferential treatment to competitive models, platforms, or applications, whether to

enhance their competitive position or for any other reason, the interoperability of our models, platform, and

applications with these products could decrease and our business, financial condition, and results of operations

could be adversely affected. Further, if we are not permitted or able to integrate with these and other third-

party applications in the future, our business, financial condition, and results of operations could be adversely

affected.

Many of the risks we face are interconnected and may compound or trigger cascading adverse

effects across our business, which could amplify their overall impact.

Our business and operations are subject to numerous risks and uncertainties, as described in this “Risk

Factors” section, many of which are interrelated, such that the occurrence of one risk event may exacerbate or

trigger additional risk events, and the combined effect may be materially greater than the impact of any

individual risk event in isolation. For example, unfavorable developments in intellectual property laws or

adverse outcomes in copyright or other litigation could require us to modify, retrain, or limit the capabilities of

our models, increasing costs and reducing the performance or competitiveness of our models, platform, and

applications, which could in turn harm customer demand, revenue, and our reputation and brand. In addition,

constraints on the availability or cost of compute could similarly limit our ability to develop and deploy

advanced models, delay product launches, reduce service reliability, and adversely affect our revenue growth,

while also affecting customer trust and perception of our offerings. If our revenue growth is limited and we do

not have sufficient additional sources of capital, we may be unable to acquire necessary compute or invest in

our talent to remain at the technological frontier or to support our customers, or we may face breaches of

covenants or defaults under the A&R Credit Agreement and certain of our commercial agreements. If we were

to breach covenants or default under the A&R Credit Agreement or certain of our commercial agreements, such

an event could trigger cross-defaults, accelerate repayment obligations, restrict our access to capital, and

further constrain our operations and growth, potentially magnifying other financial, operational, and

reputational risks. Because these and other risks may interact in complex and unpredictable ways, particularly

in a fast-moving industry characterized by technological change, evolving regulation, and emerging business

models, we may not be able to foresee or effectively manage all potential consequences. If one risk triggers or

intensifies others, or if multiple adverse events occur concurrently or in close succession, our prospects,

reputation, business, financial condition, and results of operations could be adversely affected.

Risks Related to Privacy, Cybersecurity, and Intellectual Property

The application of certain copyright law doctrines and contractual interpretations of open-

source licenses to modern AI model training are uncertain.

The application of certain copyright law doctrines and contractual interpretations of open-source licenses to

modern AI model training has not been authoritatively resolved by U.S. and non-U.S. courts as of this date. We

have a good faith belief that we own or possess all sufficient legal rights and/or defenses to the training data

used in or with our AI models, platform, and applications, which is based in part on our belief that our use or

acquisition of the training data used in or with our AI models, platform, and applications constitutes “fair use”

of such training data under copyright law doctrine. In addition, copyright laws in some jurisdictions outside the

United States generally do not recognize fair use, and our reliance on analogous exceptions is subject to

evolving conditions and to adverse or unsettled judicial interpretation in those jurisdictions. If a court of law

disagrees with our belief that our use or acquisition of such training data constitutes fair use or otherwise

concludes that it violates copyright law, for example, by adopting the reasoning in Bartz (as defined below),

including without limitation in currently active litigation against us or another company in our industry, our

business may be adversely affected. In particular, adverse rulings in litigation involving other AI developers,

regardless of the specific facts, data practices, or legal theories at issue in those cases, could establish legal

precedents or interpretations of copyright law that apply broadly across the industry and limit our ability to

train, develop, or deploy AI models, even if our own data procurement and usage practices differ. Such

outcomes could restrict access to certain categories of training data, narrow the scope of available legal

defenses, or impose new licensing, compliance, or operational requirements across the AI industry. For

example, if we cannot rely on the fair use doctrine to access copyrighted work for training our models, we may

be required to pay significant fees to obtain a license to such training data or our ability to further develop our

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models, platform, and applications and distribute models trained on such data at issue could be adversely

affected. In addition, an adverse ruling against us or another company in our industry could result in injunctive

relief that restricts our ability to use or distribute models trained on the data at issue or could require us to

retrain affected models from scratch at substantial cost. If we are unable to manage the foregoing risks, our

business, financial condition, and results of operations could be adversely affected.

We are subject to complex and evolving laws, regulations, and other legal obligations related

to privacy and data protection, and any actual or perceived failure to comply with such

obligations could adversely affect our business, financial condition, and results of operations.

We are subject to a range of laws and regulations in the EU, the United States, and other jurisdictions, and

other legal obligations relating to privacy, data protection, and the collection, use, transfer, storage, and other

processing of data. These laws, regulations, and other legal obligations vary across jurisdictions, and include

comprehensive frameworks such as the General Data Protection Regulation 2016/679 (“GDPR”), laws that

impose sector-specific obligations, and those that impose specific requirements or restrictions on the handling

of particular types of data, such as personal data that is considered sensitive. These obligations are not

harmonized, continue to evolve in scope, present technical and operational complexities and challenges, and

may conflict or impose overlapping or inconsistent obligations. Further, these laws and regulations, as well as

other laws and regulations not originally enacted to address privacy or data protection, continue to evolve as

they are applied to new technologies, including AI, and may be interpreted or enforced in ways that are

inconsistent, unclear, novel, or subject to significant regulatory discretion. Additionally, plaintiffs, class action

counsel, state Attorneys’ General, and other claimants continue to pursue claims against artificial intelligence

companies relating to data handling, privacy, and cybersecurity; similar disputes could arise against us and they

could take the form of privacy, cybersecurity, breach of contract, tort, or other claims. New or evolving laws,

regulations, regulatory interpretations, claims, and novel or inconsistent application of existing laws and

regulations to us, or our evolving contractual or other legal obligations, including those that arise as we seek to

enter into new markets or product offerings, may require us to modify our models, platform, and applications,

policies, and practices, delay or limit the development or deployment of certain features, increase compliance

and litigation costs, and result in fines or penalties.

Our compliance obligations and expenditures, and our exposure thereunder, may vary depending on both how

customers access and use our models, platform, and applications, including through our first-party offerings or

third-party distribution channels, and on the nature of data processed in connection with those offerings. For

example, our costs and regulatory exposure may vary based on the demands we receive from individuals,

regulators, and other parties seeking to exercise rights under privacy or data protection laws. We may be subject

to additional obligations, restrictions, or exposure in connection with the processing of data that is considered

sensitive under applicable laws. In connection with the development, deployment, and improvement of our

services, including model training, improvement, and inference, we have faced, and may face in the future,

operational errors or claims or assertions that our use or processing of data, such as personal, sensitive, or

confidential data, is inconsistent with our obligations.

Failure to secure data against risks to its confidentiality, integrity, or availability may result in legal obligations,

such as notification obligations to individuals, regulators, or customers, which could result in additional legal

and reputational risk.

Any actual or perceived failure or inability by us, our personnel, or third parties acting on our behalf to comply

with applicable privacy or data protection requirements, our contractual commitments, or our public

statements regarding our data practices could result in investigations, litigation, fines, penalties, or other

liability; require us to change our models, platform, and applications, policies, or practices; reduce customer

demand or harm our reputation; require us to make public disclosures that could expose us to reputational and

legal risks; and otherwise adversely affect our business, financial condition, and results of operations.

We process personal and sensitive data for AI safety, and any actual or perceived failure to

comply with the legal and regulatory obligations applicable to such processing could

adversely affect our business, financial condition, and results of operations.

Our commitment to AI safety requires us in some cases to access, collect, and process personal and sensitive

data. While our approach and mechanisms relating to handling personal and sensitive data are designed to

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improve AI safety, they also subject us to compliance with evolving industry practices, laws and regulations, and

increased risks related to the processing of sensitive data, such as increased risks of harm or litigation if we

experience a security incident or unauthorized access to or processing of data. Further, laws and regulations not

originally enacted to address AI safety are being applied to AI safety and may be increasingly interpreted or

enforced in ways that are inconsistent, unclear, novel, or subject to significant regulatory discretion. Any actual

or perceived failure to comply with AI safety requirements or our processing of personal or sensitive data for AI

safety, or any actual or perceived security incident involving such data, could result in investigations, litigation,

fines, penalties, or other liability; require us to change our policies or practices; reduce customer demand or

harm our reputation; require us to make public disclosures that could expose us to reputational and legal risks;

and otherwise adversely affect our business, financial condition, and results of operations.

Any security breaches or other incidents, including those that affect our networks, systems, or

data, or the networks, systems, or data of our service providers, suppliers, or customers,

could adversely affect our business, financial condition, and results of operations.

We store, handle, and otherwise process confidential, proprietary, and personal information, and our

customers use our models, platform, and applications to process similarly sensitive information. We experience

security risks, unintended exposure of or access to data, cyberattacks, and other attempts to gain unauthorized

access to our information, sites, networks, systems, models, platform, and applications. These have resulted in,

and may in the future result in, breaches of our security measures or those of our third-party service providers;

unauthorized access to our sites, networks, systems, and accounts; unauthorized access to, and

misappropriation of, personal, confidential, or proprietary information belonging to us, our customers, or

others; viruses, worms, spyware, or other malware being served from our models, platform, and applications,

networks, or systems; deletion or modification of content; the display of unauthorized content on our models,

platform, and applications; interruption, disruption, or malfunction of operations; and other risks.

We have in the past faced and in the future may face risks of phishing schemes and other cyberattacks,

including by nation-states and state-sponsored actors, that continue to evolve in sophistication and volume,

and may inherently be difficult to detect. Our proprietary model weights, corporate and financial data, and

other core intellectual property represent particularly high-value targets for state-sponsored espionage and

theft, and security researchers have identified frontier AI companies as priority targets for non-U.S. intelligence

services. The efforts of such state-sponsored actors to target us will likely increase over time, especially as we

develop models with next-generation capabilities, and they may specifically target models which have not, or

have not yet, been released to the general public. For example, in light of its advanced cyber vulnerability

discovery capabilities, state-sponsored actors may conduct cyberattacks specifically targeting Mythos.

Our security capabilities continue to evolve, and certain aspects of our security program may not be sufficient to

fully address the most sophisticated malicious actors, including well-resourced nation-state or state-sponsored

groups, especially as those groups develop or obtain more powerful technology, which may include AI

technology with offensive capabilities similar to those displayed by Mythos. While we are actively investing in

and enhancing our security infrastructure and controls, we have operated in the past, and may in the future

operate, for periods of time with known limitations or gaps in our defenses as we continue to mature our

security posture, and no information security program can be expected to prevent all possible incidents. There

can be no assurances that we will be able to prevent or adequately detect and defend against all cyberattacks or

other cybersecurity incidents affecting our systems, including incidents caused by nation-state and state-

sponsored actors. An unauthorized exfiltration of our model weights could enable adversaries to bypass

significant research investment, eliminate key competitive advantages, and potentially raise national security

concerns if such technology is acquired by malicious actors. Further, if our model weights were obtained by

unauthorized actors, such actors may be able to deploy such models outside of our usage policies, safety

mechanisms, or monitoring frameworks, which could enable harmful or misuse scenarios that our safeguards

are designed to prevent and could subject us to regulatory, reputational, or public scrutiny for having developed

such capabilities.

We have faced and expect to face insider threat risks and vulnerabilities related to hiring processes, identity

verification, remote work environments, and compromised devices that could enable unauthorized access to

sensitive systems or information. We have been and expect that we will continue to be targeted by individuals

seeking employment under false identities, or with ulterior or malicious motives for seeking employment with

us and the third parties on which we rely. We also face the risk that employees, contractors, or other personnel

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with authorized access to our systems, model weights, or other sensitive information may be compromised after

joining us, including due to efforts by state-sponsored actors, competitors, or others to recruit, bribe, coerce, or

otherwise induce such personnel, or to compromise their credentials or devices, in order to misappropriate

sensitive information, enable unauthorized access, or introduce vulnerabilities into our systems, models, or

products. Because personnel with authorized access to our model weights and other core intellectual property

are particularly attractive targets, and because our remote and distributed work environment and our reliance

on third-party vendors for certain key processes may limit our visibility into such conduct, we may be unable to

prevent or timely detect these insider threats. In addition, in certain jurisdictions in which we operate or in

which our vendors or the operators of facilities hosting our infrastructure are located, such personnel, vendors,

or operators may be legally compelled to cooperate with government authorities, including intelligence and

security agencies, in ways contrary to our interests, such as by providing access to our systems, data, or model

weights. The laws of those jurisdictions may prohibit the affected parties from notifying us of such demands

and may afford us limited or no ability to challenge them, and because such cooperation may be lawful where it

occurs and involves personnel acting within their authorized access, our insider-threat and other security

controls may not detect it.

We have also seen, and expect to continue to see, industry-wide software supply chain vulnerabilities and

attacks, which could affect our or third parties’ systems, or the security of our models, platform, and

applications. Geopolitical tensions or armed conflicts around the world may increase these risks. As a result, we

may be unable to prevent or timely detect all attempts to access or exfiltrate sensitive information, including by

actors with substantial technical, financial, or geopolitical resources.

As we continue to develop and deploy new features, including those incorporating AI, our systems are exposed

to additional or evolving security risks, including those arising from emerging or imperfectly understood AI-

specific threat vectors. Such AI-specific threats include prompt injection attacks that manipulate model

behavior through malicious inputs, attempts to replicate or reverse engineer our proprietary models through

systematic API queries, adversarial inputs designed to cause model failures or misclassifications, malicious

corruption of training data that could compromise model integrity, and vulnerabilities in continuous

integration and deployment pipelines that could allow insiders or other actors to inject malicious code that is

subsequently propagated or amplified through AI-assisted development workflows. Such attacks may be

difficult to detect, may not be addressed by traditional cybersecurity defenses, and may require specialized

expertise, techniques, and infrastructure to mitigate. Further, features that rely on AI may be particularly

susceptible to unanticipated vulnerabilities as both our understanding and the broader market’s understanding

of AI-related security risks and mitigation techniques continue to develop. Our efforts to mitigate the foregoing

risks may result in false positives and our mistakenly limiting or blocking certain users from accessing our

technology, which could result in potential litigation or regulatory action.

In addition, our agentic offerings interact with external tools, APIs, databases, code repositories, and other

third-party systems, creating cybersecurity attack surfaces that are distinct from those applicable to traditional

AI models. An adversary could manipulate the content of an external data source, API response, document, or

web page processed by an agent to cause the agent to take harmful or unauthorized actions based on that

manipulated input. An attacker could also attempt to compromise an active agent session and redirect the agent

to perform malicious actions using the customer’s authenticated credentials and permissions. Because our

agentic offerings are designed to take autonomous actions with real-world consequences, including executing

code, modifying files, sending communications, and completing transactions, a successful exploitation of these

agentic attack surfaces could result in data exfiltration, unauthorized transactions, code injection, or other

adverse effects, potentially across multiple customer deployments simultaneously. Traditional cybersecurity

defenses, including firewalls, input validation, and access controls, may not be fully effective against these novel

threat vectors, and the security community’s understanding of agentic-specific attack surfaces is still

developing.

We have in the past discovered, and may in the future discover, errors, vulnerabilities, or other defects, such as

hallucinations, in our models, platform, and applications only after deployment, including in connection with

the development of new features, integrations, or capabilities. Such issues have resulted and may in the future

result in service disruptions, degraded performance, unintended or harmful outputs, or the unauthorized

disclosure of personal or proprietary information, including through security incidents that impact the

networks, systems, and data of our customers. In addition, incidents impacting our customers may be caused by

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customer misconfiguration or misuse, or by inadequate access controls or other security practices by our

customers. Such incidents, even if caused by customer misconfigurations or misuse, or by a customer’s lack of

adequate security controls, may impact our reputation or the reputation of our models, platform, and

applications, and may subject us to liability exposure, disruption of commercial relationships, or other damage.

Cyberattacks, including cyberattacks directed at our networks, our customers’ networks, or the networks of

third parties with which we have relationships, have been, and may in the future continue to be, amplified

through the use of AI, including our models, platform, and applications. Such capabilities may be used to

automate or scale attacks, impersonate employees or members of senior management, or otherwise gain

unauthorized access to our systems or those of our customers, partners, or vendors.

Failures in our internal systems or controls, security breaches, failures to comply with our privacy or data

protection commitments, or other incidents, whether resulting from malicious activity, human error, or system

limitations, could adversely affect our reputation, brand, and business and impair our ability to attract and

retain customers. Our offices and the data centers that host our infrastructure, many of which are operated by

third parties, are also exposed to physical threats as well as failures by the operators of those facilities. A

physical intrusion could damage equipment, interrupt our services, or provide a path to our systems and data,

including our model weights, that bypasses our network defenses.

Although we have dedicated significant resources designed to identify and address these security risks, we

cannot guarantee that our security measures will be effective or that our recovery protocols, backup, and other

systems will be sufficient. Even where we detect an incident, our response may prove inadequate, including if

we misjudge its severity, respond too slowly, or fail to fully remediate the underlying cause. In addition,

incidents that appear minor when they occur may later prove significant when considered together with other

incidents or with information learned afterward, and a series of related incidents, none of which is material on

its own, could prove material in the aggregate. We continue to devote significant resources to protect against

security breaches and other incidents, and we may need to devote significant resources in the future to mitigate

and address problems caused by breaches and other incidents, which may divert resources from the growth and

expansion of our business.

Any actual or perceived security breach or other incident experienced by us or third parties with whom we do

business, particularly our CSPs, could damage our reputation and brand, cause our business to suffer, require

us to expend significant capital and other resources, cause us to incur increasing costs, including costs to deploy

additional personnel and protection technologies, train employees, and engage third-party experts and

consultants, expose us to litigation or regulatory action, cause us to violate applicable privacy, data protection,

security, and other laws and regulations, subject us to adverse publicity and a loss of confidence in our security

measures, and cause us to incur significant fines, penalties, and other liability exposure, which could adversely

affect our business, financial condition, and results of operations. We have taken steps to limit our liability for

certain incidents, for example through warranty disclaimers and limitations of liability in our terms of service,

but those contractual protections may not be upheld, or may not apply to certain claims, or may otherwise be

insufficient to limit our liability exposure under applicable law.

In the EU, we face increasingly stringent regulatory reporting obligations for cybersecurity and AI-related

incidents. Under the GDPR, we must notify the competent regulators about incidents that involve personal data

and are likely to result in a risk to the rights and freedoms of individuals. Similarly, the EU Network and

Information Security Directive 2022/2555 (“NIS2”) requires us to notify the competent authorities of any

significant cybersecurity incident through a staged process. In addition, the EU AI Act requires providers of

general-purpose AI models with systemic risk to keep track of, document, and report serious incidents without

undue delay to the AI Office and competent authorities. Going forward, providers and deployers of high-risk AI

systems, as defined under the EU AI Act, will also have to report serious incidents or malfunctions without

undue delay in certain circumstances.

In the United States, companies are increasingly subject to analogous incident reporting obligations, including

under federal and state data breach notification laws, such as the New York Stop Hacks and Improve Electronic

Data Security (SHIELD) Act. In addition, certain U.S. states have adopted incident reporting laws specific to

frontier model providers, such as the New York Responsible AI Safety and Education Act (RAISE Act) and the

California Transparency in Frontier Artificial Intelligence Act. These frameworks create heightened compliance

and liability exposure in case of delayed, incomplete, or inaccurate incident disclosures.

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While we currently maintain insurance that may cover certain costs, liabilities, and other losses in connection

with security breaches and other incidents, the insurance market for such losses is continuously evolving, and

we may be unable to obtain coverage for certain cybersecurity-related or data-related liabilities on commercially

reasonable terms, or at all, leaving us exposed to potentially significant uninsured losses. Furthermore, there

can be no guarantee that the insurance coverage we do maintain will be adequate to compensate us for the

potential losses, or that any insurance claims we submit will be covered, paid in a timely manner, or paid at all

by our insurance carrier or carriers.

We employ automated data collection across the web and use other methods to collect data for

training our AI models, and such activities may subject us to liability or limit our ability to

use the collected data, which may adversely affect our business, financial condition, or results

of operations.

We collect and use various data sources to train our AI models, including publicly available information from

the internet, datasets licensed or commissioned from third parties, and synthetic data generated by our own

models. We use such data across the stages of model development, including pre-training and post-training. To

collect publicly available information, we utilize web scraping or web crawling techniques, book scanning, and

other methods. While we take steps designed to ensure that our activities comply with applicable law,

applicable robots.txt notices, and relevant technical measures such as paywalls or logins, our efforts may not

always be successful. Further, we may not be able to verify whether information collected using such techniques

is protected under privacy, copyright, or other intellectual property laws in certain cases, and our use of any

such protected information may subject us to additional liability for intellectual property infringement or

privacy violations. More broadly, inadequate documentation of training data sources, provenance, or chain of

custody could create legal exposure, complicate our ability to respond to regulatory inquiries or litigation

discovery requests, or raise concerns during due diligence by investors, partners, or potential acquirers that

could adversely affect our strategic transactions or business relationships.

Our data collection activities have in the past resulted, are presently the subject of, and may in the future result

in litigation or other actions filed or instituted against us, alleging that our scraping, web crawling, and other

techniques to collect data violate the law. For example, Reddit, Inc. has filed suit against us, captioned Reddit,

Inc. v. Anthropic PBC, alleging we improperly accessed posts stored on Reddit, Inc.’s platform in violation of its

legal rights. On July 3, 2025, we filed a notice of removal of the case to federal court. The case was remanded to

state court on March 30, 2026. The lawsuit is currently pending, and we continue to defend ourselves against

the allegations.

The costs of defending against such litigation, regardless of merit, are considerable, and such litigation may

divert management and key personnel’s attention and resources, which may seriously harm our business,

financial condition, and results of operations. Claims of allegedly illegal scraping and web crawling techniques

may be extremely broad, and it may not be possible for us to conduct our business in such a way as to avoid all

such claims.

We may be required to settle such litigation on terms that are unfavorable to us. For example, a settlement may

require us to discontinue such allegedly illegal practices, preclude us from using certain scraping and web

crawling techniques, and/or require us to develop alternative technology or practices. The development of

alternative technology or practices would require significant effort and expense or may not be successful.

Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an

unfavorable judgment which may not be reversible upon appeal. The terms of a judgment may require us to

cease some or all of our operations or require the payment of substantial amounts. Any of these events could

cause our business, financial condition, and results of operations to be adversely affected as a result.

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We collect, integrate, and analyze data via agreements from multiple sources, including data

provided by our customers and users and data sourced from third parties under contractual

arrangements, and such activities may subject us to liability or limit our ability to use the

collected data, which may adversely affect our business, financial condition, or results of

operations.

If we or the customers, users, or third parties from which we source data lack sufficient rights to collect, use,

process, share, or analyze certain third-party data—including for training or improving analytical or AI models

—we could be subject to legal claims, regulatory scrutiny, or contractual liability. Such claims could require us

to limit functionality, segregate data, or retrain models, and could adversely affect our business, financial

condition, and results of operations.

The costs of defending against such litigation, regardless of merit, are considerable, and such litigation may

divert management and key personnel’s attention and resources, which may adversely affect our business,

financial condition, and results of operations. Claims of misappropriation, misuse, infringement, privacy

violations, or other violations of intellectual property or contractual rights, as well as other claims related to

using particular data, may be extremely broad, and as such, it is likely we will face certain claims in the ordinary

course of business.

We have been, are currently defending against, and may in the future be, subject to

intellectual property rights claims by third parties, which are extremely costly to defend, may

require us to pay significant damages and may limit our ability to use certain technologies,

which may adversely affect our business, financial condition, and results of operations.

There is considerable intellectual property development activity in our industry. Our competitors, as well as a

number of other entities, including non-practicing entities and individuals, may own or claim to own

intellectual property rights relating to our industry or our technology. As we face increasing competition and

our public profile increases, the possibility of intellectual property rights claims against us may also increase.

To train our models, we use material from many sources, some of which may include third-party copyrighted

content or trademarks. Regardless of whether the material is copyrighted or the trademarks are registered,

parties who own the rights to that content or those trademarks, or distribute that content, may attempt to sue

us based on intellectual property infringement or other theories. We also face claims that outputs generated by

our models infringe, or facilitate infringement of, third-party works. Lawsuits asserting such claims have been

filed, are pending, and may be filed in the future in the United States and internationally. For example, in

September 2025, we reached an agreement to settle a copyright infringement class action, captioned Bartz, et

al. v. Anthropic PBC (“Bartz”), for $1.5 billion, which was approved by the district court in July 2026. As

additional examples, various publishers have filed suit against us alleging copyright infringement of song lyrics

and unlawful removal of copyright management information in the cases captioned Concord Music Group, Inc.,

et al. v. Anthropic PBC, Concord Music Group, Inc., et al. v. Anthropic PBC et al., BMG Rights Management

(US) LLC v. Anthropic PBC, Round Hill Music LP, et al. v. Anthropic PBC, Sony Music Publishing (US) LLC v.

Anthropic PBC et al., and others. Similarly, a third party alleges we accessed and reproduced posts stored on

the third party’s platform in violation of its legal rights and has filed suit against us, captioned Reddit, Inc. v.

Anthropic PBC. The possibility of statutory damages under some intellectual property legal frameworks creates

additional risk for us. We are vigorously defending ourselves in these pending lawsuits and believe we have

meritorious defenses, though these lawsuits address novel issues and areas of law that make the results

uncertain.

We also face patent infringement claims, which may seek substantial damages or injunctive relief limiting our

ability to use certain technologies, and we expect such claims may increasingly be asserted as our public profile

grows. Moreover, certain of our competitors hold substantially larger patent portfolios than we do, which they

could assert against us and which may limit our ability to obtain effective cross-licenses or to counter such

assertions with our own patent rights.

The costs of defending against such litigation, regardless of merit, are considerable, and such litigation may

divert management and key personnel’s attention and resources, which may adversely affect our business,

financial condition, and results of operations. Claims of misappropriation, misuse, infringement, or other

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violations of intellectual property rights, as well as other claims related to using particular content, may be

extremely broad, and as such, it is likely we will face certain claims in the ordinary course of business.

We may be required to settle such litigation on terms that are unfavorable to us. For example, a settlement may

require us to obtain a license to continue practices alleged to violate a third party’s rights, which may not be

available on reasonable terms and may significantly increase our operating expenses. Such a license may not be

available to us at all. As a result, we may be required to develop alternative technology or practices or

discontinue such allegedly infringing practices. The development of alternative technology or practices would

require significant effort and expense or may not be successful.

Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an

unfavorable judgment which may not be reversible upon appeal. The terms of a judgment may require us to

cease some or all of our operations or require the payment of substantial amounts. Any of these events could

cause our business, financial condition, and results of operations to be adversely affected as a result.

We also offer to indemnify our contract counterparties for certain third-party infringement claims against

them, and such indemnification obligations may be excluded from contractual limitation of liability provisions

that limit our exposure. In certain cases, our indemnification obligations may be broad or unlimited in scope,

which could expose us to significant contingent liabilities, particularly given the unsettled nature of intellectual

property law as applied to AI-generated outputs and the potential for claims to arise from a wide range of

customer use cases that we cannot predict or control. For example, certain of our agreements require us to

defend and indemnify the counterparty, without a cap on our liability, against third-party claims alleging that

our models, or outputs generated by our models, infringe third-party intellectual property rights. In addition, as

described in the section titled “—We may be exposed to liability, litigation, and regulatory action arising from

harms associated with our AI models, and our contractual protections and insurance may be insufficient, any of

which could adversely affect our business, financial condition, and results of operations,” certain of our

agreements with external evaluators and testing vendors require us to defend and indemnify the evaluator,

without a cap on our liability, against certain third-party claims, including claims of intellectual property

infringement. Third-party infringement claims may require us to initiate or defend protracted and costly

litigation on behalf of our customers and distribution partners, regardless of the merits of these claims. If any of

these claims succeed, we may be forced to pay damages on behalf of our customers and reseller partners, may

be required to modify our allegedly infringing models, platform, and applications to make them non-infringing,

or may be required to obtain licenses under the infringed intellectual property rights. If we cannot obtain all

necessary licenses on commercially reasonable terms or are unable to modify our models, platform, and

applications or technology so that they are no longer infringing, our customers may be forced to stop using our

models, platform, and applications, and our distribution partners may be forced to stop selling our models,

platform, and applications. Even if we do not litigate these matters to a judgment, we may be required to settle

such litigation on terms that are unfavorable to us.

If we fail to adequately protect our intellectual property rights, our competitive position may

be impaired, and we may lose valuable assets, generate reduced revenue, and incur costly

litigation to protect our rights, which may adversely affect our business, financial condition,

and results of operations.

Our success is dependent, in part, upon protecting our intellectual property rights and proprietary information.

We rely and expect to continue to rely on a combination of trademark, copyright, patent, and trade secret

protection laws, along with contractual restrictions, to protect our intellectual property rights and proprietary

information. However, we cannot guarantee that the steps we take to protect our intellectual property rights

and proprietary information will be sufficient, or that we will have adequate remedies for any such failure. In

particular, current or former employees, contractors, or other insiders with access to our proprietary model

weights, training data, algorithms, research insights, or other proprietary information, could misappropriate

such information, whether for personal gain, to benefit competitors, to harm our company, or for other

purposes, and our confidentiality agreements and internal security controls may not be sufficient to prevent or

detect such malfeasance.

Further, third parties have in the past, and may in the future, knowingly or unknowingly infringe or circumvent

our intellectual property rights, and we may not be able to prevent infringement without incurring substantial

expense. Litigation brought to protect and enforce our intellectual property rights has been, and would be,

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costly, time-consuming, and distracting to management and key personnel, and could result in the impairment

or loss of portions of our intellectual property rights. Further, our efforts to enforce our intellectual property

rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of

our intellectual property rights and may result in injunctive relief or monetary damages against us. If the

protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties,

the value of our brand and other intangible assets may be diminished and competitors may be able to more

effectively mimic our models, platform, and applications and methods of operations. In addition, due to the

significant amount of discovery required in connection with intellectual property litigation, our confidential

information may be compromised by disclosure during litigation. Any of these events would have an adverse

effect on our business, financial condition, and results of operations.

Our future success and competitive position depend in part upon our ability to obtain or maintain certain

intellectual property rights used in our models, platform, and applications. While we have issued patents and

have patent applications pending, we may be unable to obtain patent protection for the technology covered in

our patent applications. In addition, we cannot ensure that any of the patent applications will be granted or that

the claims allowed on any issued patents will be sufficiently broad to protect our technology or models,

platform, and applications and provide us with competitive advantages. Further, any issued patents may be

challenged, invalidated, or circumvented by third parties.

Many patent applications in the United States may not be public for a period of time after they are filed, and

since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by

several months, we cannot be certain that we will be the first creator of inventions covered by any patent

application we make or that we will be the first to file patent applications on such inventions. Because some

patent applications may not be public for a period of time, there is also a risk that we could adopt a technology

without knowledge of a pending patent application, which technology would infringe a third-party patent once

that patent is issued.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the

same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade

secrets and other proprietary information, our policy requires employees, consultants, and independent

contractors to enter into confidentiality agreements. We cannot guarantee that these agreements will provide

sufficient protection for our trade secrets, know-how, or other proprietary information in the event of any

unauthorized use, misappropriation, or disclosure of such trade secrets, know-how, or other proprietary

information, or that the employee, consultant or independent contractor will not breach their confidentiality

agreements with us. If we are unable to maintain the proprietary nature of our technologies, our business could

be adversely affected.

We also rely on our trademarks, trade names, and brand names to distinguish our models, platform, and

applications from the products of our competitors and have registered or applied to register many of these

trademarks in the United States and certain countries outside the United States. However, occasionally third

parties have registered and acquired, and may in the future register or acquire, common law rights in identical

or similar marks for products or solutions that also address similar markets to our own and have tried to

enforce such rights. As we rely in part on brand names and trademark protection to enforce our intellectual

property rights, efforts by third parties to limit use of our brand names or trademarks and barriers to the

registration of brand names and trademarks in various countries may restrict our ability to promote and

maintain a cohesive brand throughout our key markets. There can also be no assurance that pending or future

U.S. or non-U.S. trademark applications will be approved in a timely manner or at all, or that such registrations

will effectively protect our brand names and trademarks. Additionally, third parties have opposed, and may in

the future oppose, our trademark applications or otherwise challenge our use of the trademarks. In the event

that our trademarks are successfully challenged, we could be forced to rebrand our models, platform, and

applications, which would result in loss of brand recognition and would require us to devote resources to

advertising and marketing new brands. Although we take measures to protect our property, if we are unable to

prevent the theft of our intellectual property or its exploitation, the value of our investments may be

undermined and our business, financial condition, and results of operations may be adversely affected.

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We incorporate open-source software in our models, platform, and applications, which may

subject us to litigation or other requirements, each of which may adversely affect our

business, financial condition, and results of operations.

A portion of the technologies we use in our models, platform, and applications incorporates open-source

software, and we may incorporate open-source software in our models, platform, and applications in the future.

From time to time, companies that use third-party open-source software have faced claims challenging the use

of such open-source software and their compliance with the terms of the applicable open-source license. We

may be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming

non-compliance with the applicable open-source licensing terms. Some open-source licenses require end-users

who distribute or make available across a network software that includes open-source software to make

available all or part of such software (which may include valuable proprietary code), at no cost, or license such

software under the terms of the particular open-source license. While we employ practices designed to help

ensure our compliance with the licenses of third-party open-source software and protect our valuable

proprietary source code, we may inadvertently use third-party open-source software in a manner that exposes

us to claims of non-compliance with the applicable terms of such license, including claims for infringement of

intellectual property rights or for breach of contract. These risks may be heightened by our use of our own AI

tools, including Claude Code, in our software development processes, as AI-generated code could incorporate or

reproduce open-source software such that the associated license obligations, including copyleft requirements to

disclose or license proprietary source code, apply to us without our knowledge. Similar concerns regarding AI-

generated code could also lead enterprise customers to limit their use of our products. Further, there is an

increasing number of open-source software license types, almost none of which have been tested in a court of

law, resulting in a dearth of judicial guidance regarding the proper legal interpretation of such license types. If a

third party makes a claim against us alleging that we have not complied with the conditions of the applicable

open-source license, we could incur significant legal expenses defending against such allegations, expend

substantial time and resources to re-engineer some or all of our software, and could be subject to significant

damages, enjoined from the sale of our models, platform, and applications that contained the open-source

software, and required to comply with the conditions of the open-source license, which may include the public

release of certain portions of our proprietary source code, each of which may have an adverse impact on our

business, financial condition, and results of operations.

In addition to risks related to license requirements, use of open-source software can lead to greater risks than

use of third-party commercial software because open-source licensors generally do not provide warranties or

other contractual protections regarding misappropriation, misuse, infringement, ownership, misattribution, or

other violations, the quality of the code, or the origin of the open-source software. Many of the risks associated

with the use of open-source software cannot be eliminated and may adversely affect our business, financial

condition, and results of operations. For instance, open-source software is developed by programmers beyond

our control and may have security vulnerabilities, defects, or errors of which we may not be aware. Even if we

become aware of any such vulnerabilities, defects, or errors, it may take a significant amount of time for either

us or the relevant programmers to address such vulnerabilities, defects, or errors. Such a delay may negatively

impact our models, platform, and applications, including by adversely affecting the market’s perception of our

models, platform, and applications, impairing the functionality of our models, platform, and applications, or

delaying the launch of new features or functionality on our models, platform, and applications, any of which

may adversely affect our business, financial condition, and results of operations.

We currently, and may in the future, license technology from third parties for use in our

models, platform, and applications, and our inability to maintain those licenses could

adversely affect our business, financial condition, and results of operations, and our use of

such third-party technology could subject us to litigation.

We currently incorporate, and may in the future incorporate, technology that we license from third parties into

our models, platform, and applications. If we are unable to obtain or continue to use or license these

technologies on reasonable terms, or if these technologies become unreliable, unavailable, or fail to operate

properly, we may not be able to secure adequate alternatives in a timely manner or at all, and our ability to offer

our models, platform, and applications and remain competitive in our market would be harmed. Further,

licensing technologies from third parties exposes us to increased risk of being the subject of intellectual

property infringement claims and vulnerabilities due to, among other things, our lower level of visibility into

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the development process with respect to such technology and the care taken to safeguard against risks. We

cannot be certain that our licensors do not or will not infringe on the intellectual property rights of third parties

or that our licensors have or will have sufficient rights in the licensed technology or related intellectual property

rights in all jurisdictions in which we may sell or offer our models, platform, and applications. Some of our

agreements with our licensors may be terminated by them or otherwise provide for a limited term. If we are

unable to continue to license technology because of intellectual property infringement claims brought by third

parties against our licensors or against us, or if we are unable to continue our license agreements or enter into

new licenses on commercially reasonable terms, our ability to develop and sell our models, platform, and

applications containing or dependent on that technology would be limited, and our business, financial

condition, and results of operations could be adversely affected.

Additionally, if we are unable to license technology from third parties, we may be forced to acquire or develop

alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and may

require us to use alternative technology of lower quality or performance standards. This could limit or delay our

ability to offer new or competitive offerings and increase our costs. Third-party software we rely on may be

updated infrequently, unsupported, or include errors or vulnerabilities that may not be resolved in a timely

manner, any of which may result in errors in our own models, platform, and applications or expose our models,

platform, and applications to vulnerabilities. Any impairment of the technologies or of our relationship with

these third parties could adversely affect our business, financial condition, or results of operations.

Our development of solutions that replace or reduce reliance on third-party vendors may

expose us to litigation and other disputes.

We develop and deploy proprietary and partner-based solutions that replace, deprecate, or reduce our reliance

on third-party vendors, including vendors that historically provided software, services, or infrastructure

supporting our business. These vendors may perceive our actions as adversely affecting their business interests

and may assert claims against us, including claims for breach of contract, intellectual property infringement

(including patents, copyrights, or trade secrets), misuse of confidential or proprietary information, tortious

interference, or unfair competition.

Such claims may be asserted regardless of their merit and could result in costly litigation, settlements,

injunctions, or restrictions on our ability to deploy or expand our models, platform, and applications.

Defending against these claims could divert management and key personnel’s attention and resources, require

significant legal expenditures, and adversely affect our business, financial condition, and results of operations.

We may be subject to claims that we or our employees have misappropriated the intellectual

property of other companies, particularly as we hire employees from other AI and technology

companies.

Our success depends in part on our ability to attract and retain highly skilled employees, including engineers,

data scientists, and researchers with experience in AI and machine learning. As competition for AI talent

continues to intensify, we have hired and may in the future hire employees who previously worked for or have

otherwise been involved with competitors or companies operating in related technology areas, and certain of

our employees have left and others may leave to work for such competitors.

These employees may have had access to proprietary or confidential information, including trade secrets, of

their former employers. Although we require employees to comply with confidentiality and intellectual property

obligations, we may nonetheless be subject to claims that we or our employees have misappropriated or

improperly used trade secrets or other intellectual property of competitors or other companies. Such claims

may be asserted even if we believe they are without merit and even in the absence of any intentional

misconduct.

Defending against these claims could be costly, time-consuming, and disruptive, and could divert management

attention and resources away from our business. In addition, such disputes could result in damages,

settlements, injunctive relief, restrictions on our ability to use certain technologies, limitations on the roles of

certain employees, or reputational harm. Any of the foregoing could adversely affect our business, financial

condition, and results of operations.

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Risks Related to Legal and Regulatory Matters

We are subject to claims, lawsuits, investigations, executive and administrative orders and

directives, other regulatory actions, and various actions and proceedings, and face potential

liability, expenses for legal claims, and harm to our business.

We are subject to claims, lawsuits, arbitration proceedings, government inquiries and investigations, executive

and administrative orders and directives, and other legal, regulatory, and administrative actions and

proceedings, including those involving intellectual property disputes, compliance with regulatory requirements,

government approvals and authorizations, labor and employment, anti-discrimination, commercial disputes,

competition, privacy, consumer protection, customer complaints, advertising, and other matters relating to our

technology, models, platform, and applications, and we may become subject to additional types of claims,

lawsuits, arbitration proceedings, government inquiries and investigations, executive and administrative orders

and directives, and other legal, regulatory, and administrative actions and proceedings as our business grows

and as we deploy new technologies, models, platforms, and applications. In particular, as our models, platform,

and applications increasingly include agentic AI systems capable of taking autonomous actions with real-world

consequences, we may face novel legal theories of liability, including intellectual property infringement,

product liability, agency, and negligence claims, that have not been tested in the context of autonomous AI

systems and for which the scope of our potential exposure is uncertain. In addition, as we expand our

healthcare and life sciences offerings, regulators may conclude that certain of our products, or our customers’

use of them, are subject to healthcare regulation or to other laws governing healthcare and health information,

which could require us to obtain authorizations, modify or restrict our offerings, or incur significant compliance

costs. Errors or other undesirable outputs from our models in these contexts could contribute to patient harm,

compromised research, or regulatory failures by our customers, and could expose us to claims from customers,

patients, and other third parties, as well as to regulatory inquiries and enforcement actions.

We are also subject to antitrust and competition law risk arising from our public advocacy regarding AI safety

and the responsible pace of AI development and from our participation in industry groups, safety

collaborations, and standard-setting initiatives. Communications, advocacy, or collaboration among companies

that develop frontier AI models, or conduct alleged to reflect coordination among such companies, may be

characterized as concerted action subject to the antitrust and competition laws, including Section 1 of the

Sherman Act and analogous state and non-U.S. laws, even where undertaken for safety purposes, conducted

publicly, or intended as advocacy for governmental action or industry standards. In September 2026, a putative

class action was filed against us and other developers of frontier AI models in the U.S. District Court for the

Northern District of California, alleging that we and the other defendants agreed to restrain competition by

slowing the pace at which we develop and improve our respective AI models, in purported violation of Section 1

of the Sherman Act. The complaint seeks treble damages, injunctive relief, and other relief on behalf of a

purported class of purchasers of the defendants’ paid consumer subscriptions. We disagree with the claims and

intend to defend the matter vigorously, but the outcome of this and any similar proceeding is inherently

uncertain.

Antitrust litigation can be complex, protracted, disruptive, and expensive, and an adverse outcome could result

in treble damages and injunctive relief. We could also become subject to additional private litigation or to

investigations or enforcement actions by the U.S. Department of Justice, the FTC, state attorneys general, or

non-U.S. competition authorities. We have proposed public efforts to work with the U.S. government and other

developers of frontier AI models to establish safety standards, including with respect to the pace of capability

development, and have suggested that such collaboration may warrant a narrow exemption or safe harbor from

antitrust laws. These proposals have drawn public opposition from political leaders, some of whom have

characterized such efforts as anticompetitive regardless of the purpose of such exemption or safe harbor. There

is no assurance that any such exemption or safe harbor will be adopted. Our advocacy for such an exemption,

and any safety commitments we pursue with other developers of frontier AI in its absence, could subject us to

additional regulatory, litigation, and other risks. These risks may cause us to limit or modify our public

advocacy, our participation in industry safety and standard-setting initiatives, and our communications with

other developers of frontier AI, which could adversely affect our ability to pursue collaborative approaches to AI

safety that we believe are important to our mission.

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The results of any such claims, lawsuits, arbitration proceedings, government inquiries and investigations,

executive and administrative orders and directives, or other legal, regulatory, and administrative actions and

proceedings cannot be predicted with any degree of certainty. Any claims, lawsuits, investigations, orders,

directives, regulatory actions, or proceedings against us, whether meritorious or not, could adversely affect our

revenue, cause potential customers to pause sales discussions, cause existing customers to delay, pause or

cancel contracts or seek to modify their contracts, undermine our ability to pursue future contracts, damage our

relationships with partners and customers, adversely affect our institutional standing, undermine investor

confidence, limit our ability to sell our models, platform, and applications in certain industries, result in costly

litigation or regulatory or other defense, adversely affect our reputation, require significant management

attention, consume significant time, and divert significant resources.

Determining reserves for our pending litigation or other disputes is a complex and fact-intensive process that

requires significant subjective judgment and speculation. It is possible that a resolution of one or more such

proceedings could result in substantial damages, settlement costs, fines, and penalties that could adversely

affect our business, financial condition, and results of operations. Because of the potential risks, expenses, and

uncertainties of litigation or other dispute resolution processes, we may, from time to time, settle disputes, even

where we have meritorious claims or defenses, by agreeing to settlement agreements, as we did, for example, in

Bartz. Moreover, as in Bartz, insurance may not fully cover such claims, provide sufficient payments to cover all

the costs to resolve one or more such claims, or continue to be available on terms acceptable to us. A claim

brought against us that is uninsured or underinsured could result in unanticipated costs. These proceedings

could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions, or other orders

requiring a change in our business practices. Further, under certain circumstances, we have contractual and

other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial

partners and current and former directors and officers. Any of these consequences could adversely affect our

business, financial condition, and results of operations.

We are subject to anti-corruption and anti-bribery laws, anti-money laundering laws, and

similar laws.

We are required to comply with the United States Foreign Corrupt Practices Act of 1977, the United Kingdom

Bribery Act 2010, and other anti-corruption and anti-bribery laws, anti-money laundering laws, and similar

laws in the United States and non-U.S. countries where we have operations and conduct business. Anti-

corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit

companies and their employees, agents, intermediaries, and other third parties from, among other things,

promising, authorizing, making, or offering improper payments or other benefits to government officials and

other persons in the public and private sector.

We leverage third parties, including intermediaries and agents, to conduct our business and to sell our models,

platform, and applications, and in connection with lobbying and other activities. We and these third parties

have in the past and may in the future have direct or indirect interactions with officials and employees of

government agencies, including state-owned or state-affiliated entities, and we potentially could be held liable

for the corrupt or other illegal activities of third-party business partners and intermediaries, our employees,

representatives, contractors, partners, agents, and other third parties, even if we do not explicitly authorize

such parties’ activities.

We cannot ensure that our policies and procedures to address compliance with these anti-corruption and anti-

money laundering laws will be effective, or that all of our employees, representatives, contractors, partners,

agents, intermediaries, or other third parties have not taken, or will not take, actions that violate these laws, for

which we may be ultimately held liable.

As we increase our non-U.S. sales and business, our risk of violating these laws may increase. Noncompliance

with applicable anti-corruption and anti-bribery laws, anti-money laundering, and similar laws could subject us

to criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from

U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages,

other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other

consequences. Any investigations, actions, or sanctions could adversely affect our reputation, business,

financial condition, and results of operations. Responding to any investigation or action could result in a

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significant diversion of management’s attention and resources and significant defense costs and other

professional fees.

Governmental trade controls, including export and import controls, sanctions, customs

requirements, and related regimes, could subject us to liability or loss of contracting

privileges or limit our ability to compete in certain markets.

Our models, platform, and applications are subject to U.S. export controls, and our current or future models,

platform, and applications may be controlled under the Export Administration Regulations administered by the

U.S. Department of Commerce or, in more limited circumstances, under the International Traffic in Arms

Regulations (the “ITAR”) administered by the U.S. Department of State. Because the capabilities of our AI

models are currently evolving rapidly through ongoing training and frequent model development, and because

the export control treatment of AI technologies under relevant laws is developing, the classification of, and

controls related to, our models, platform, applications, and technologies under these regimes is inherently

uncertain and is likely to change over time. Certain of our models, platform, and applications, and the

underlying technology and source code associated with our models, platform, and applications, may require

authorization for export, re-export, or transfer in-country, and for individuals of certain nationalities to access

such technology or source code, including within the United States.

In particular, our core models, platform, and applications leverage encryption for data protection, and some of

our future models, platform, and applications may be able to produce export-controlled software, which may

subject exports, re-exports, and transfer of such models, platform, and applications to export authorization

requirements.

Our commercially available models, platform, and applications generally can be exported without an export

license. However, some exports may require us to obtain authorization from the cognizant government agency.

In certain contexts, the provision of our models, platform, and applications may constitute export of defense

articles or defense services subject to the ITAR, which can be exported only if we obtain required export licenses

or other government authorizations. Compliance with applicable export controls may delay the introduction or

sale of our models, platform, and applications outside the United States, restrict our customers’ ability to deploy

our models, platform, and applications globally, inhibit our ability to engage in certain research and

development activities, limit the performance of our models, platform, and applications, or prohibit exports to

certain jurisdictions altogether. Such restrictions have already affected our offerings directly. For example, in

June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and

Mythos 5 models. To ensure compliance, we disabled Fable 5 and Mythos 5 for all of our customers; access to

our other models was not affected. We re-deployed the Fable 5 and Mythos 5 models after we updated our

safeguards in coordination with the U.S. government and our industry partners and once the U.S. Department

of Commerce lifted its restrictions. Similar export controls could recur, could remain in place longer, or could

extend to additional models or capabilities. In addition, future updates to our safeguards or other remedial

measures may not be sufficient to obtain relief from such restrictions or relief may not be granted on a similar

timeline or at all. The restrictions imposed in June 2026 and potential restrictions in the future may also limit

our ability to recruit talent, to fully utilize our existing workforce, to continue to improve our models, and to

make our products available internationally. Any such restrictions could adversely affect our financial results;

impair the research, compute, and development investment our models represent; and cause us to lose

customers, partners, and market share, including to competitors not subject to similar restrictions.

Further, our activities are subject to economic, financial, and trade sanctions administered by the United States

and other countries. Economic, financial, and trade sanctions restrict or prohibit providing certain services and

engaging in certain transactions or other activities or dealings with individuals, entities, organizations,

governments, territories, and countries targeted by or the subject of these sanctions. These restrictions, as well

as other applicable international trade rules, are subject to change with little to no notice. In addition, U.S. law

increasingly authorizes the U.S. government to restrict or review the use of hardware, software, and services

originating from, or linked to, countries it designates as adversaries, including such technology incorporated

into the supply chains for the data centers and compute infrastructure on which we depend. Such restrictions

could narrow our choice of suppliers, delay our infrastructure projects, or increase our costs, and any

noncompliance could result in penalties, loss of contracting privileges, or reputational harm.

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We take various steps to comply with applicable export controls and sanctions, including: maintaining a global

trade policy and a supported regions policy, implementing IP-based geo-blocking controls that restrict access

from certain jurisdictions to our models, platform, and applications, conducting restricted party screening of

certain customers and vendors, and including sanctions and export compliance provisions in our customer

terms of service and vendor agreements. However, we cannot guarantee the compliance measures and internal

controls we have adopted will prevent violations of applicable export controls and sanctions. Our compliance

measures and internal controls have not always been and may not always be fully effective, and we have in the

past voluntarily disclosed, and may in the future voluntarily disclose, instances of noncompliance to the

relevant authorities. We cannot guarantee that our measures will prevent future violations or keep pace with

the changing substance, application, and interpretation of export controls and sanctions. In addition, third

parties have in the past and may in the future take action to circumvent our compliance measures and controls

in order to gain access to our products and services.

If we misclassify a product or service, export, re-export, transfer, or provide access to a product, or provide

services in violation of applicable export controls or sanctions, or otherwise fail to comply with applicable

export controls or sanctions, we could be subject to criminal or civil sanctions, settlements, prosecution, loss of

export privileges, suspension or debarment from U.S. government contracts, other enforcement actions,

disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions,

whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or

sanctions could adversely affect our reputation, business, financial condition, and results of operations.

Responding to any investigation or action could result in a significant diversion of management’s attention and

resources and significant defense costs and other professional fees.

Decreased use of our models, platform, and applications by customers outside the United States or a limitation

on our ability to export, provide access to, or sell our models, platform, and applications to customers and other

parties outside the United States may cause our revenue from such unsupported jurisdictions to decline and

otherwise adversely affect our business and financial condition.

If we or our business partners or counterparties, including licensors and licensees, prime contractors,

subcontractors, sublicensors, vendors, customers, or contractors, violate export controls or sanctions, including

by failing to obtain appropriate import, export, or re-export licenses or permits, or if we fail to secure such

contractual commitments from such parties, we may also be adversely affected through reputational harm as

well as other negative consequences, including government investigations or penalties.

Negative consequences stemming from violations or apparent violations of export controls or sanctions may

include the loss of the right to sell our models, platform, and applications or services to the U.S. government, or

to other U.S. or non-U.S. public bodies, or a reduction in our ability to compete for such sales opportunities

involving government agencies or other public bodies. Further, ensuring that we are complying with applicable

export controls and sanctions regulations may be time-consuming and could result in the delay or loss of sales

opportunities in connection with particular transactions.

Also, in addition to the United States, various countries regulate the import and export of certain encryption

and other technology and have enacted laws that could limit our ability to distribute our models, platform, and

applications or could limit our customers’ abilities to implement our models, platform, and applications in

those countries. For example, following Russia’s invasion of Ukraine, the United States and other countries

imposed financial and trade sanctions and export controls against Russia, Belarus, and certain regions of

Ukraine, and the United States and other countries could impose wider sanctions and export restrictions and

take other actions should the conflict further escalate. Any new export restrictions, new legislation, changes in

sanctions, or shifting approaches in the enforcement or scope of existing regulations, or in the individuals,

entities, governments, territories, countries, or technologies targeted by or subject to such regulations could

result in decreased use of our models, platform, and applications by existing customers outside of the United

States, reduced adoption of our models, platform, and applications by new customers with non-U.S. operations,

limited expansion into new markets, and decreased revenue.

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To continue to grow our business, we will need to continue to expand internationally, and our

non-U.S. operations and sales to customers outside of the United States expose us to risks

inherent in international expansion, sales, and operations.

We are a U.S.-headquartered company with extensive U.S. operations, as well as subsidiaries and operations in

several other countries and regions, including the UK, the EU, Canada, and Asia-Pacific, and we expect that our

future growth will depend in part on expanding our operations, customer base, and market presence in

additional jurisdictions. Operating in non-U.S. markets requires significant resources and management

attention and subjects us to regulatory, economic, and political risks that are different from those in the United

States. As we continue to expand internationally, we have faced and will continue to face risks in doing business

internationally that could adversely affect our business, including:

•the need to localize and adapt our models, platform, and applications for specific countries, including

translation into foreign languages and associated expenses;

•privacy laws, export controls, sanctions, and other national security regulations that impose different

and potentially conflicting obligations with respect to how personal data is processed or require that

customer data be stored in a designated territory;

•laws in certain jurisdictions that may compel our personnel, vendors, or facility operators to provide

governmental authorities with access to our systems, data, or other information, in some cases without

notice to us and with limited means of recourse;

•national security-driven data security regulations. For example, the Department of Justice issued a

final rule, effective in April 2025, that places limitations, and in some cases prohibitions, on certain

transfers of covered data to partners, service providers, and vendors, employees, and investors located

in China or with other specified links to China (and other designated countries). We may be required to

re-examine current contracts or engage in new contract negotiations with third parties that aid in

processing data on our behalf or otherwise have access to covered data. These rules also may broadly

require us to extract promises from other third-party service providers that they will not transfer data

we share with them onward to parties linked to countries of concern;

•import regulations, including U.S. and non-U.S. governments’ restrictive trade policies, customs duties

and other parallel regulations, tariffs and counter-measures;

•AI, data-related, cybersecurity and digital service laws and regulations (such as the EU AI Act, NIS2,

the EU Digital Services Act, the UK Online Safety Act 2023, and the EU Data Act) that are rapidly

evolving, require continuous monitoring to ensure constant compliance maturity level, and often

provide for substantial penalties in the event of a violation;

•difficulties in staffing and managing non-U.S. operations, including the complexity of engaging in

various employer-of-record arrangements that are geographically dispersed, and the risk that these

arrangements, or any failure to establish local employing entities on a timely basis, may not comply

with local employment, labor, or tax laws, exposing us to fines, penalties, reclassification or back-

payment claims;

•difficulties of maintaining our culture across various jurisdictions;

•regulatory and other delays and difficulties in setting up non-U.S. operations, including delays in

forming, registering, and obtaining governmental approvals for local subsidiaries, delays in

establishing local banking, payroll, and benefits arrangements, and difficulties relating to safety of

personnel and information, any of which could delay local hiring efforts;

•the potential need for reviews by the U.S. government or non-U.S. governments of certain transactions

with non-U.S. entities;

•different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and

collections issues;

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•new and different sources of competition;

•weaker protection for, and practical difficulties in enforcing, intellectual property and other legal rights

outside of the United States compared to protections available domestically;

•laws and business practices favoring local competitors;

•compliance challenges related to the complexity of multiple, conflicting, and changing governmental

laws and regulations, including copyright, employment, tax, privacy, and data protection laws and

regulations, export controls, and sanctions;

•parties outside the United States seeking to circumvent sanctions and export controls;

•increased financial accounting and reporting burdens and complexities;

•increased costs in establishing infrastructure across various jurisdictions;

•declines in the values of foreign currencies relative to the U.S. dollar;

•restrictions on the transfer of funds;

•potentially adverse tax consequences;

•the cost of and potential outcomes of any claims or litigation;

•future accounting pronouncements and changes in accounting policies;

•changes in tax laws or tax regulations; and

•regional and local economic and political conditions.

Entry into certain transactions with non-U.S. entities or persons may be subject to government regulations and

review, including review by U.S. or non-U.S. government entities related to contemplated or past foreign direct

investment (“FDI”). In recent years, many countries around the world have adopted FDI regulatory regimes

that seek to scrutinize investments into, and acquisitions of, domestic companies by non-domestic parties,

granting governments broad discretion to review contemplated and past investment and acquisition

transactions. These FDI regimes may restrict our ability to attract investments, invest in or fund partners

outside of the United States that build or operate data centers or supply infrastructure for us, or acquire

promising new technologies, companies, and talent in countries around the world, potentially limiting our

ability to carry out our business strategy.

More broadly, increasing geopolitical tensions, shifting national security priorities, and evolving technology-

focused trade, export control, investment, and data-governance regimes may result in restrictions, heightened

scrutiny, or other limitations on our ability to operate, sell products, partner with customers, or deploy our

models in certain jurisdictions or with certain counterparties. Governments may adopt or expand policies

aimed at protecting domestic technology ecosystems, restricting the cross-border flow of data, or limiting access

to AI systems, which could reduce our addressable market, increase compliance costs, or require operational

changes. In particular, the U.S. government has increasingly scrutinized AI companies’ exposure to Chinese

state actors, and future executive orders, legislation, or regulatory actions could restrict our ability to serve

customers or users connected to China, impose new compliance obligations, lead us to implement anti-abuse

mechanisms or other technical access restrictions, or limit the deployment of our models in ways that reduce

our addressable market. Any escalation of U.S.-China tensions, retaliatory measures by either government, or

failure or perceived failure by us to prevent non-U.S. state-actor access to or misuse of our technology could

subject us to regulatory action, reputational harm, and adverse effects on our business, financial condition, and

results of operations.

As we continue to expand our business globally, our success will depend, in large part, on our ability to

anticipate and effectively manage these risks. These factors and others could adversely affect our ability to

increase non-U.S. revenue and, consequently, could materially impact our business. The expansion of our

existing non-U.S. operations and entry into additional non-U.S. markets will require significant management

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attention and financial resources. Our failure to successfully manage our non-U.S. operations and the

associated risks effectively could limit the future growth of our business.

Increasing scrutiny and changing expectations from global regulations, our investors,

customers, and employees with respect to ESG may result in additional compliance risk and

costs and may impact our reputation and business.

Companies across many industries are facing increasing scrutiny related to their environmental, social, and

governance (“ESG”) practices and reporting, both in the United States and internationally. For example, new

U.S. and non-U.S. laws and regulations relating to ESG matters, including environmental sustainability and

climate change, are under consideration, being adopted, or being rolled back or revised, which may impact our

necessary disclosures and increase compliance costs. Further, there is particular focus on concerns relating to

AI and its impact on society and the environment, including the power-intensive nature of the industry, public

concern regarding high consumption of water, and reliance on critical minerals and rare elements in the

manufacture of chips. Some investors may use these non-financial performance factors to guide their

investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions

relating to ESG are inadequate.

Our sustainability initiatives, goals, or commitments could be difficult to achieve or costly to implement.

Moreover, compliance with recently adopted and potential upcoming ESG requirements, including California

legislation that requires various climate-related disclosures, the EU’s Corporate Sustainability Reporting

Directive and Corporate Sustainability Due Diligence Directive, and the UK’s Streamlined Energy and Carbon

Reporting framework will require the dedication of significant time and resources. At the same time, anti-ESG

sentiment has gained momentum across the United States, particularly at the federal level, and the federal and

certain state governments have enacted or proposed “anti-ESG” policies or legislation or have issued related

legal opinions. Such policies, legislation, initiatives, and scrutiny could expose any sustainability, employment,

governance, or other corporate practices we adopt to the risk of litigation, antitrust investigations or challenges

by federal or state authorities, and result in injunctions, penalties, and reputational harm.

Additionally, if our competitors’ corporate social responsibility performance is perceived to be better than ours,

potential or current investors may elect to invest with our competitors instead. Our business may face increased

scrutiny related to these activities and our related disclosures, including from the investment community and

the local communities in which we operate, and our failure to achieve progress or manage the dynamic, and at

times conflicting, public sentiment and legal landscape in these areas on a timely basis, or at all, could adversely

affect our reputation, business, and financial condition. Further, we may experience backlash from customers,

government entities, advocacy groups, employees, or other stakeholders who disagree with our actual or

perceived positions, or with our lack of position on social, environmental, governance, political, public policy,

economic, geopolitical, or other sensitive issues. Any perceived lack of transparency about these matters could

adversely affect our brand and reputation, our employees’ engagement and retention, and the willingness of our

customers and partners to do business with us. Both advocates and opponents to ESG-related matters are

increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their

perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise

adversely affect our business, financial condition, or results of operations.

If we or our payment processing partners fail to manage the risks related to our payment

processing activities, we could be subject to fines, regulatory scrutiny, disruptions to our

business, or reputational harm.

A portion of our customers authorize us to bill their credit card accounts through our third-party payment

processing partners for our paid subscriptions. We have experienced, and expect to continue to experience,

fraudulent activity, including the creation of accounts using false identities and the use of stolen or otherwise

unauthorized payment credentials, which has resulted, and may in the future result, in losses, including

payment processing fees, chargeback fees, and fines and penalties imposed by our payment processors or card

networks, for which we may not be reimbursed. We maintain fraud-detection and identity-verification

measures, but these measures have not identified, and may not identify, all such activity. Further, our

customers provide us with credit card billing information online, and we do not verify the physical identity of

cardholders or conduct additional verification beyond what we collect online, which increases our risk of

exposure to fraudulent activity.

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We also incur chargebacks when customers or card issuers claim that a transaction was unauthorized or

otherwise improper. If the volume of chargebacks were to become excessive, we could be subject to higher

processing fees, additional fines, fraud mitigation requirements, or the termination or suspension of our ability

to accept certain payment methods, including credit cards, through one or more payment processors.

In addition, payment processors, card networks, and financial institutions periodically revise their rules,

standards, and practices, including data protection and documentation standards, required to utilize their

services from time to time. Our compliance with these evolving requirements, and the continued compliance of

our third-party payment processing partners, may require additional operational resources and expense.

Failure by us or our payment processing partners to comply with applicable standards could result in fines,

increased scrutiny, disruptions to our business and our ability to process payments for our intelligence service,

or reputational harm.

Risks Related to Tax and Accounting Matters

Changes in tax laws or regulations could be enacted, or existing tax laws or regulations could

be applied to us or our customers in a manner that could increase the costs of our models,

platform, and applications and adversely affect our business.

We operate in multiple jurisdictions and are subject to tax laws and regulations of U.S. federal, state, and local

and non-U.S. governments. Income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances

could be enacted or amended at any time (possibly with retroactive effect) and could be applied solely or

disproportionately to models, platforms, and applications provided over the internet. These enactments or

amendments could reduce our sales activity due to the inherent cost increase the taxes would represent and

ultimately harm our results of operations and cash flows. Further, the application of U.S. federal, state, local,

and non-U.S. tax laws to services provided electronically is unclear and continuously evolving. Existing tax

laws, statutes, rules, regulations, or ordinances could be interpreted or applied adversely to us, possibly with

retroactive effect, which could require us or our customers to pay additional tax amounts, as well as fines or

penalties, and interest for past amounts. If we are unsuccessful in collecting such taxes due from our customers,

we would be held liable for such costs, thereby adversely affecting our results of operations and harming our

business.

As we expand the scale of our non-U.S. business activities, any changes in the U.S. or non-U.S. taxation of such

activities may increase our worldwide effective tax rate and harm our business, financial condition, and results

of operations. We may be subject to taxation in several jurisdictions around the world with increasingly

complex tax laws, the application of which can be uncertain. In addition, our hiring of personnel and

engagement of third-party employer-of-record providers in non-U.S. jurisdictions, as well as our data center

and other infrastructure activities outside the United States, have created, and may in the future create,

permanent establishments or other taxable presence in those jurisdictions, which could subject us to additional

income, withholding, and indirect taxes, as well as interest, penalties, and additional compliance obligations. In

advance of forming and obtaining approvals for local operating entities, we have entered into, and expect to

enter into additional letters of intent, leases, and other agreements relating to our international compute and

infrastructure activities through interim contracting arrangements with existing entities, and we may be unable

to transfer these arrangements to local entities on a timely basis or at all. Any prolonged reliance on these

interim arrangements, or any failure to migrate them to local entities, could increase our exposure to

permanent establishment or other taxable-presence determinations and could result in non-recoverable value-

added or similar indirect taxes, which could be material in certain jurisdictions. Although we have not been

required to pay income taxes, other than in immaterial amounts in certain jurisdictions to date, the amount of

taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax

principles, including increased tax rates, new tax laws, or revised interpretations of existing tax laws and

precedents, which could adversely affect our liquidity and results of operations. For example, a number of

countries and organizations, such as the Organisation for Economic Co-operation and Development (“OECD”),

have proposed changes to existing tax laws or new laws that could impact our tax obligations, including a

framework that imposes a 15% global minimum tax, which has been implemented into the domestic laws of

some jurisdictions in the EU, among other jurisdictions, and is being considered for implementation by other

countries. On January 5, 2026, the OECD announced a “side-by-side” elective safe harbor that exempts electing

U.S.-parented multinational entities from certain provisions of the global minimum tax for fiscal years

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beginning on or after January 1, 2026. In addition, the authorities in these jurisdictions could review our tax

returns and impose additional tax, interest, and penalties, and the authorities could claim that various

withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available

to us or our subsidiaries, any of which would harm us and our results of operations.

Our business, financial condition, and results of operations may be adversely affected if we

are required to collect sales or other related taxes for subscriptions to our models, platform,

and applications in jurisdictions where we have not historically done so.

We collect sales tax in a number of jurisdictions. Sales, use, value added, digital service, and similar tax laws

and rates vary by jurisdiction. One or more states or countries may seek to impose incremental or new sales,

use, or other tax collection obligations on us. A successful assertion by a state, country, or other jurisdiction that

we should have been or should be collecting additional sales, use, or other taxes could, among other things,

result in substantial tax payments, create significant administrative burdens for us, discourage potential

customers from subscribing to our models, platform, and applications due to the incremental cost of any such

sales or other related taxes, or otherwise harm our business, financial condition, and results of operations.

Further, certain jurisdictions in which we operate have enacted a digital services tax, which is generally a tax on

gross revenue generated from users or customers located in those jurisdictions, and other jurisdictions are

considering enacting similar laws. Any successful action by taxing authorities to compel us to collect and remit

sales, use, value added, digital service, and similar tax laws, either retroactively, prospectively, or both, may

adversely affect our business, financial condition, and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may

be limited.

We have incurred substantial net operating losses (“NOLs”) during our history. In general, under Sections 382

and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an

“ownership change” is subject to annual limitations on its ability to utilize its pre-change U.S. federal NOL

carryforwards and certain other tax attributes, including tax credit carryforwards, to offset its future taxable

income or tax liabilities. For these purposes, an ownership change generally occurs if the percentage of a

corporation’s stock (by value) owned by one or more “5-percent shareholders” increases by more than 50

percentage points over a rolling three-year period. We have experienced ownership changes in the past, and we

may experience ownership changes in the future, including as a result of this offering or subsequent shifts in

our stock ownership, some of which may be outside our control. NOLs and other tax attributes of companies we

have acquired are, and of companies we may acquire may be, subject to similar limitations. Similar provisions

of state tax law and the tax laws of non-U.S. jurisdictions may also limit our ability to utilize state and non-U.S.

NOL carryforwards and other tax attributes. In addition, certain states, including California, have suspended or

otherwise limited the use of NOL carryforwards and other tax attributes, which could accelerate or permanently

increase our state income tax liabilities. Separately, under current law, U.S. federal NOLs arising in taxable

years beginning after December 31, 2017 may be used to offset only 80% of taxable income in any year, whether

or not an ownership change occurs. As a result of the foregoing, even if we attain profitability, we may be unable

to use all or a material portion of our NOLs and other tax attributes, which could adversely affect our future

cash flows and results of operations.

Our corporate structure and intercompany arrangements are subject to the tax laws of

multiple jurisdictions, and we could be required to pay additional taxes, which could

adversely affect our business, financial condition, and results of operations.

As we continue to expand our non-U.S. operations, we are, and may increasingly be, required to report taxable

income in various jurisdictions around the world based on our business activities in those jurisdictions. Our

corporate structure and associated transfer pricing policies reflect the functions, risks, and assets of the entities

involved in our intercompany transactions. However, our tax position is subject to various risks, including

increases in tax rates, new or revised tax laws (which may apply retroactively), and new interpretations of

existing tax laws and policies by taxing authorities or courts, any of which could increase our overall tax

obligations.

Our intercompany transactions are subject to complex transfer pricing rules administered by tax authorities in

the jurisdictions in which we operate, many of which apply divergent, and sometimes conflicting, legal

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standards. Tax authorities may take inconsistent positions regarding the application of the arm’s-length

principle, the characterization or valuation of our intellectual property, or the pricing of intercompany services

and other transactions. If a tax authority successfully challenges our transfer pricing or the allocation of income

and expenses among jurisdictions, we could be required to reallocate income or pay additional taxes, interest,

and penalties. If the jurisdiction from which income is reallocated does not agree with the adjustment, we could

also be subject to double taxation. In addition, certain of our cross-border contracting arrangements, including

infrastructure-related agreements entered into by U.S. entities pending the formation of local subsidiaries, may

give rise to non-recoverable value-added or similar indirect taxes or other tax costs, which could be material

depending on the jurisdiction.

Although we believe our tax positions are reasonable, our tax reserves are adequate, and our transfer pricing

practices reflect arm’s-length terms, tax authorities may disagree with our assumptions, judgments, and

estimates. If a tax authority were to prevail in asserting that our intercompany arrangements do not satisfy

applicable transfer pricing requirements, we could be required to pay additional taxes, interest, and penalties

that exceed our reserves. Such an outcome could increase our effective tax rate, reduce our cash flows, and

adversely affect our ability to achieve and sustain profitability.

If our judgments or estimates relating to our critical accounting policies prove to be incorrect,

our results of operations may be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make judgments in

applying our accounting policies and to make estimates and assumptions that affect the amounts reported on

our consolidated financial statements and accompanying notes. We base our estimates in part on historical

experience, market observable inputs, if available, and various other assumptions that we believe to be

reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis

of Financial Condition and Results of Operations—Critical Accounting Estimates.” Significant accounting

policies, estimates, and assumptions used in preparing our consolidated financial statements include, but are

not limited to, revenue recognition, stock-based compensation, common stock valuations, fair value of

convertible notes, derivative liabilities, and SAFEs, leases, income taxes, and loss contingencies. In addition, we

engage in complex and novel transactions and may be required to consolidate certain assets or entities on our

financial statements, which may involve significant judgment and could result in volatility in our reported

results of operations. Our results of operations may be adversely affected if our assumptions change or if actual

circumstances differ from those in our assumptions, which may cause our results of operations to fall below the

expectations of securities analysts and investors and cause a decline in the market price of our Class A common

stock.

If we fail to maintain an effective system of disclosure controls and internal control over

financial reporting, our ability to produce timely and accurate financial statements or comply

with applicable regulations may be impaired, which may adversely affect our business,

financial condition, and results of operations.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley

Act, and the listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act and related

Exchange Act rules require, among other things, that we maintain effective disclosure controls and procedures

and internal control over financial reporting. We are continuing to develop and refine our disclosure controls

and other procedures that are designed to assure that information required to be disclosed by us in the reports

that we will file with the SEC is recorded, processed, summarized, and reported within the time periods

specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange

Act is accumulated and communicated to management, including our principal executive and financial officers,

to allow timely decisions regarding disclosure. We are also continuing to improve our internal control over

financial reporting. We have expended, and anticipate that we will continue to expend, significant resources to

maintain and improve the effectiveness of our disclosure controls and procedures and internal control over

financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in the

conditions in our business. Further, weaknesses in our disclosure controls, procedures, or internal control over

financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any

difficulties encountered in their implementation or improvement, may adversely affect our results of operations

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or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements

for prior periods. We also rely on distribution partners and other third-party service providers to process and

store data underlying our financial reporting. Our ability to maintain effective internal controls therefore

depends in part on the design and operating effectiveness of controls maintained by these third parties, and our

ability to audit or remediate deficiencies in such third-party control environments is limited.

Any failure to implement and maintain effective internal control over financial reporting may also adversely

affect the results of periodic management evaluations and annual independent registered public accounting

firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will

eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure

controls and procedures and internal control over financial reporting may also cause investors to lose

confidence in our reported financial and other information, which would likely adversely affect the market price

of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not

be able to remain listed on the Nasdaq Global Select Market. We are not currently required to comply with the

SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a

formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a

public company, we will be required to provide an annual management report on the effectiveness of our

internal control over financial reporting commencing with our second annual report on Form 10-K.

We are exposed to fluctuations in interest rates and currency exchange rates, which could

negatively affect our business, financial condition, and results of operations.

We hold a significant amount of cash, cash equivalents, and investments, a substantial portion of which is

invested in instruments with variable or market-based interest rates. As a result, our investment income is

sensitive to changes in prevailing interest rates. A decline in interest rates could reduce the income we earn on

these investments, which could adversely affect our financial condition and results of operations. In addition,

volatility in interest rates may impact the fair value of our investment portfolio and could affect our overall

financial performance.

Our sales are currently denominated in U.S. dollars, euros, and the pound sterling, and will likely be

denominated in other currencies in the future. Because we report our results of operations and revenue in U.S.

dollars, we are exposed to foreign currency translation risk and may in the future face additional foreign

currency risks. For example, a strengthening of the U.S. dollar compared to these foreign currencies could

increase the real cost of our models, platform, and applications to non-U.S. customers, which could reduce

demand for our models, platform, and applications and adversely affect our results of operations. In addition,

as our non-U.S. operations expand, an increasing portion of our operating expenses may be denominated in

foreign currencies and subject to fluctuations due to changes in foreign currency exchange rates. If we are not

able to effectively manage these risks, including through any hedging activities, our financial condition and

results of operations could be adversely affected.

Risks Related to our Governance Structure

Our capital stock structure features certain provisions that are novel or otherwise not

common among other corporations with multiple-class structures, and may effectively

eliminate the ability of holders of our Class A common stock to influence important decisions,

including a change in control.

We have a novel capital and corporate governance structure that has no direct public company precedent. We

are incorporated as a PBC under Delaware law. As a PBC, we are required to balance the pecuniary interests of

our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose

identified in our amended and restated certificate of incorporation. In addition, the LTBT possesses certain

rights that are designed to help ensure that we are managed in a manner that responsibly balances our goals as

a PBC. Through a special class of common stock, Class T common stock, the LTBT generally has the authority to

elect and remove the Class T directors, who together will constitute a majority of the authorized members of our

board of directors. See the section titled “Our Governance Structure and Its Goals—Long-Term Benefit Trust—

Election and Removal of Directors” for more information. The LTBT is intended to operate as an independent

body of five financially disinterested Trustees, and our Class T common stock has no economic rights. As a

result, the LTBT may have interests that differ from yours, and it may exercise its power in a way with which

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you disagree or in a way that may be adverse to your interests. Immediately prior to the completion of this

offering, we will also issue a single share of Class F common stock, a special class of our common stock, to the

Founder LLC. Our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of

the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to

matters submitted to stockholders generally, including the election of our directors other than the Class T

directors. Upon the completion of this offering, we will also authorize a special class of our common stock, Class

E common stock, which we will issue to our employees, excluding our co-founders. Our Class E common stock

will be entitled to vote only on certain limited matters and will not have any economic rights. Under this

governance structure, we expect that the LTBT and the Founder LLC will collectively have the ability to elect all

members of our board of directors, and the Founder LLC will have the ability to determine the outcome of all

matters submitted to a vote of our stockholders generally for the foreseeable future. Accordingly, holders of our

Class A common stock generally will not be able to affect the outcome of any matter submitted to a vote of our

stockholders or the election of our directors, regardless of how they vote, unless a majority of the Continuing

Founders (as defined below) cannot agree on how our Class F common stock will be voted (in which case our

Class F common stock will generally be voted proportionately with the votes of our Class A common stock cast

on the matter).

Our governance structure is likely to have the effect of limiting the likelihood of an unsolicited merger proposal,

unsolicited tender offer, or proxy contest for the removal of directors. As a result, our governance structure may

make it more difficult to replace our directors and management and may have the effect of depriving our

stockholders of an opportunity to sell their shares at a premium over prevailing market prices.

We cannot predict whether our structure will result in lower demand for our Class A common stock, increased

volatility, adverse publicity, or other adverse consequences. In particular, the absence of judicial precedent

interpreting this structure increases the risk and unpredictability of governance-related litigation, and courts

may interpret the obligations inherent in our structure in ways that we might not anticipate.

Our capital structure will concentrate voting power with the LTBT and the Founder LLC for

the foreseeable future and will result in the LTBT and the Founder LLC having voting power

that is not derived from or proportionate to economic interests in our company.

Our Class T common stock will generally entitle the LTBT to elect and remove the Class T directors, who

together will constitute a majority of the authorized members of our board of directors. Our Class T common

stock will remain outstanding indefinitely, subject to the right of our board of directors and the Trustees or

specified majorities of our Class A common stock, Class E common stock, and Class F common stock to amend

or terminate the terms of the LTBT or the rights of our Class T common stock or to redeem our Class T common

stock (such time as no share of Class T common stock is outstanding, the “Class T Sunset Time”). The Class T

common stock may also be transferred without restriction upon the receipt of the same approvals required to

amend, terminate, or redeem it. We intentionally structured the Class T common stock in this manner to

preserve long-term flexibility if circumstances change. If the Class T common stock were transferred to a person

or entity that is not affiliated with the LTBT or is not otherwise required to consider the Company Purpose, for

so long as we remain a PBC, all of our directors, regardless of how they are elected, would continue to be

obligated to act in accordance with Delaware law and our certificate of incorporation, bylaws, and other

governing documents as then in effect, including those provisions relating to our public benefit purpose. The

Trust Agreement (as defined below) limits Trustee compensation to a reasonable cash amount fixed annually by

the Trustees. Trustee compensation will not vary with or be conditioned upon the profits or any action or

inaction of our company. The policies of the LTBT prohibit a Trustee from directly purchasing or holding any of

our securities.

Our Class F common stock will entitle the Founder LLC to an aggregate number of votes that equals 50.1% of

the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to

matters submitted to stockholders generally, including the election of our directors other than the Class T

directors. Our Class F common stock will remain outstanding until the earlier of (i) the completion of the Class

F Transition Period (as defined below), which will commence when there have been fewer than three

Continuing Founders (not including any successor member who is a “Non-Qualifying Member” as defined in

the Founder LLC limited liability company agreement) (the “Founder LLC Agreement”) for 90 consecutive

calendar days and (ii) the time when there is no Class F common stock outstanding, including as a result of a

redemption thereof agreed to by a Supermajority (as defined below) of the Continuing Founders or upon the

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dissolution of the Founder LLC (the “Class F Sunset Time”). Upon the completion of this offering, our co-

founders will collectively hold approximately (i) % of the total voting power of our outstanding capital

stock with respect to matters submitted to stockholders generally, excluding through their interests in the

Founder LLC, and (ii) % of the total voting power of our outstanding capital stock with respect to matters

submitted to stockholders generally, including through their interests in the Founder LLC.

The voting power of the LTBT and the Founder LLC are not derived from or proportionate to economic

interests in our company and will not be subject to dilution or the loss of rights upon the issuance of additional

shares of Class A common stock (including upon conversion of any Class N common stock) or any other shares

of our capital stock. Moreover, the LTBT, Founder LLC, and our individual co-founders may have interests that

differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. For

example, while the LTBT, Founder LLC, and our co-founders share a long-term commitment to our mission

that may benefit stockholders who share our public benefit goals, the separation between voting power and

economic interests may result in such persons exercising their influence in a manner that prioritizes actions or

outcomes they believe to be consistent with the Company Purpose and the best interests of those materially

affected by our conduct over the pecuniary interests of our other stockholders. This divergence of voting power

from economic interests in our company is likely to persist for the foreseeable future and will not be subject to

dilution based on additional issuances of our capital stock or reduction for sales or dispositions of our capital

stock by our individual co-founders. For additional information about the circumstances in which our Class T

common stock and Class F common stock could be redeemed, see the section titled “Description of Capital

Stock—Common Stock—Redemption.”

Our governance structure and the adoption of our amended and restated certificate of

incorporation may negatively affect the decision by certain institutional investors to

purchase or hold shares of our Class A common stock.

Certain aspects of our governance structure, such as our multi-class capital structure, may limit the ability of

certain institutional investors to invest in us as a result of their investment policies or may make such an

investment less attractive to the portfolio managers of certain institutional investors.

In addition, our multi-class capital structure may make us ineligible for inclusion in indices, and as a result,

mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track these

indices would not invest in our stock. These policies may depress our valuation compared to those of other

similar companies that are able to be included in such indices.

We are considered a “controlled company” within the meaning of the Nasdaq Global Select

Market corporate governance requirements, and, as a result, we qualify for, and currently

rely on, exemptions from certain corporate governance requirements.

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate

governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the

power to elect a majority of the authorized members of our board of directors. As a result, we may elect not to

comply with certain corporate governance requirements, including:

•the requirement that a majority of our board of directors consist of independent directors;

•the requirement that our board of directors have a nominating and corporate governance committee

that is comprised entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities; and

•the requirement that we have a compensation committee that is comprised entirely of independent

directors with a written charter addressing the committee’s purpose and responsibilities.

If we elect not to comply with certain requirements, you will not have the same protections afforded to

stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance

requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except

with respect to our NGC, which will not consist entirely of independent directors. Our board of directors

currently consists of a majority of independent directors and our audit and compensation committees currently

consist entirely of independent directors. In the event that we cease to be a “controlled company” and our Class

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A common stock continues to be listed on the Nasdaq Global Select Market, we will be required to comply with

the provision that our NGC be comprised entirely of independent directors within the applicable transition

period.

We operate as a Delaware public benefit corporation. As a public benefit corporation, we

cannot provide any assurance that we will achieve our Company Purpose.

As a PBC, we are intended to produce a public benefit or benefits and to operate in a responsible and

sustainable manner, balancing our stockholders’ pecuniary interests, the best interests of those materially

affected by our conduct, and the Company Purpose identified in our amended and restated certificate of

incorporation. We cannot assure you that we will achieve our Company Purpose or that the expected positive

impact from being a PBC will be realized, which could adversely affect our reputation, business, financial

condition, and results of operations. As a PBC, we are required, under Section 366 of the Delaware General

Corporation Law (“DGCL”) and pursuant to our amended and restated bylaws, to disclose to stockholders a

report at least biennially on our overall performance in promoting the public benefit identified in our amended

and restated certificate of incorporation and the best interests of those materially affected by our conduct and

on our assessment of our success in achieving our Company Purpose and in promoting those interests. If we are

not timely or are unable to provide this report, or if the report is not viewed favorably by parties doing business

with us, regulators, others reviewing our credentials, or other stakeholders, including holders of our Class A

common stock, our reputation as a PBC may be adversely affected.

Our focus on the long-term best interests of our company as a PBC, and the duty of our

directors to balance the pecuniary interests of our stockholders, the best interests of those

stakeholders materially affected by our conduct, and our Company Purpose, may conflict

with short-, medium-, or long-term financial interests and business performance, which may

negatively impact the value of our Class A common stock.

We have made, and may in the future make, decisions that we believe balance the pecuniary interests of our

stockholders, the best interests of those materially affected by our conduct, and the Company Purpose set forth

in our amended and restated certificate of incorporation, even if such decisions may negatively impact the

short-, medium-, or long-term performance of our business, financial condition, and results of operations or the

short-, medium-, or long-term performance of our Class A common stock. This may impact the value of our

Class A common stock and make owning our Class A common stock less appealing to investors who are focused

on returns. Our decisions and actions in pursuit of long-term success may not result in the long-term benefits

we expect, which could adversely affect our business, financial condition, and results of operations, as well as

the market price of our Class A common stock. Such decisions and actions may include changes to our models,

platform, and applications; limitations on certain uses of our models, platform, and applications; moderating

the pace of the development of our models for safety-related reasons; adjustments to the timing of new

offerings; changes in how we deliver customer support; investments in our relationships with partners and

employees; investments in and introductions of new models, platforms, and applications; investments in social

impact initiatives consistent with our public benefit objectives; and changes in our approach to working with

local or national jurisdictions on laws and regulations governing our business.

Our policies, including those on usage, currently prohibit, or may be revised in the future to prohibit, certain

usage or other actions, which may have adverse commercial consequences to us. For example, our usage policy

prohibits the use of our models, platform, and applications to develop or operate fully autonomous weapons or

to conduct mass surveillance, including mass domestic surveillance, and we have declined to permit such uses

based on our Company Purpose, notwithstanding the revenue those or similar uses could generate. Maintaining

these limitations has had, and may continue to have, adverse commercial and financial consequences. We have

also restricted or delayed the availability of certain capabilities for safety reasons. For example, we initially

released our Mythos model only as a gated research preview through Project Glasswing rather than making it

broadly available to the public. Similarly, we have chosen not to develop certain commercially attractive

offerings, such as image and video generation models, in order to direct our compute toward our research and

safety priorities. Our public advocacy, and the decisions we make to moderate the pace of AI development,

delay or restrict the release of models or features, or forgo commercial opportunities for safety-related reasons,

may not maximize stockholder value, could have a negative impact on the value of our Class A common stock,

and could result in litigation. Each of these decisions reflects our directors’ balancing of the pecuniary interests

of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose.

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While we believe these decisions are consistent with the Company Purpose, as a result of these decisions, we

may forgo revenue, customers, or growth opportunities that a corporation managed solely to maximize

stockholder value might pursue.

Further, while directors of traditional corporations typically have a fiduciary duty to focus on maximizing

stockholder value, directors of a PBC have a duty to consider not only the stockholders’ financial interests but

also the company’s specific public benefit purpose and the best interests of those stakeholders materially

affected by the company’s actions. Thus, our directors are not merely permitted, but obligated, to consider our

Company Purpose and the interests of other stakeholders. Under Delaware law, directors are shielded from

liability for breach of these obligations if they make informed and disinterested decisions that serve a rational

purpose. In the event of a conflict among the interests of our stockholders, our Company Purpose or the

interests of our other stakeholders, our directors must only make informed and disinterested decisions that

serve a rational purpose; thus, we cannot guarantee that such a conflict would be resolved in favor of our

stockholders’ monetary interests, which could adversely affect our business, financial condition, and results of

operations and cause the market price of our Class A common stock to decline. In addition, there is very limited

judicial precedent interpreting the balancing requirement applicable to PBCs under Delaware law, particularly

for companies with significant scale or visibility, or with a scope of PBC purpose similar to ours. As a result, the

scope of directors’ obligations, the standards by which their decisions may be reviewed, and the nature and

availability of stockholder remedies in connection with alleged failures to responsibly balance these interests

remain uncertain. Future judicial interpretations of these provisions could be more expansive than we currently

anticipate and could result in increased litigation risk, greater scrutiny of board decision-making, or outcomes

that differ from our expectations.

Additionally, as a PBC, we are less vulnerable to an unsolicited takeover effort than a traditional company

would be and, therefore, your ability to realize your investment through an acquisition may be limited. We may

also not be an attractive target for activists or hedge fund investors because new directors must consider and

give appropriate weight to the pecuniary interests of our stockholders, the best interests of those materially

affected by our conduct, and our Company Purpose, and stockholders may be able to enforce this obligation

through litigation. Further, by requiring that our board of directors consider additional stakeholders and our

Company Purpose, and not just maximizing stockholder value, Delaware law could make it easier for our board

of directors to reject a hostile bid, even where the acceptance of such a bid would provide the greatest short-

term financial yield to investors.

In addition, we intend to direct a meaningful portion of our resources toward our public benefit initiatives,

which may include contributions to nonprofit organizations, research institutions, underserved communities,

and other third parties that may not otherwise have access to frontier AI capabilities. These initiatives, which

include the Initial Public Benefit Issuance and the future Public Benefit Issuances, have been, and may continue

to be, substantial in scale, and we expect to significantly grow these efforts over time. The benefits of such

expenditures may be difficult or impossible to measure in financial terms and may not result in any direct or

measurable benefit to our business or our stockholders. The amount of resources directed toward these

initiatives may, in any given period, reduce our revenue, increase our expenses, and could otherwise affect our

results of operations.

As a Delaware public benefit corporation, we may be subject to increased litigation

concerning our board of directors’ obligation to balance our stockholders’ pecuniary

interests, the best interests of those materially affected by our conduct and our Company

Purpose, the occurrence of which may have an adverse impact on our business, financial

condition, and results of operations.

Section 367 of the DGCL provides that stockholders of a Delaware PBC with shares listed on a national

securities exchange may only file an action to enforce the statutory balancing requirement imposed on the

board of directors by the DGCL if they, individually or collectively, own the lesser of at least two percent of the

corporation’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of

the date the action is instituted and, in the case of a derivative action, such stockholders satisfy any other

conditions applicable to filing a derivative action. This potential liability for enforcement of the statutory

balancing requirement does not exist for traditional corporations. Therefore, we may be subject to the

possibility of increased litigation, which would require the attention of our management, and, as a result, may

adversely affect our management’s ability to effectively execute our strategy. There is limited judicial precedent

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for this type of balancing litigation, which may create uncertainty around the scope of our directors’ obligations

or the remedies available to stockholders. Additionally, any such litigation may be costly, which may adversely

affect our business, financial condition, and results of operations.

Our amended and restated bylaws will designate a state or federal court located within the

State of Delaware as the exclusive forum for substantially all disputes between us and our

stockholders, and also provide that the federal district courts will be the exclusive forum for

resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as

amended, each of which may limit our stockholders’ ability to choose the judicial forum for

disputes with us or our directors, officers, stockholders, or employees.

Our amended and restated bylaws, which will become effective immediately prior to the completion of this

offering, will provide that, unless we consent in writing to the selection of an alternative forum, the Court of

Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have

jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the

fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding

brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current

or former directors, stockholders, or officers or other employees to us or our stockholders, (iii) any action

arising pursuant to any provision of the DGCL, or as to which the DGCL confers jurisdiction upon the Court of

Chancery of the State of Delaware, (iv) any action arising pursuant to or to interpret, apply, enforce or

determine the validity of our amended and restated certificate of incorporation, or our amended and restated

bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine, except for, in all cases, any

claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of

such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10

days following such determination).

Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), establishes concurrent jurisdiction

for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have

jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of

inconsistent or contrary rulings by different courts, among other considerations, our amended and restated

bylaws will also provide that, unless we consent in writing to the selection of an alternative forum, the federal

district courts of the United States will, to the fullest extent permitted by applicable law, be the sole and

exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities

Act against any person in connection with any offering of our securities, including, without limitation, any

auditor, underwriter, expert, control person, or other defendant. Unless we consent in writing to the selection of

an alternative forum, the United States District Court for the District of Delaware will, to the fullest extent

permitted by applicable law, be the sole and exclusive forum for the resolution of any derivative action or

proceeding brought to enforce any duty or liability created by the Exchange Act or the rules or regulations

thereunder. All other claims arising under the Exchange Act may be brought in any federal court of competent

jurisdiction.

Any person or entity purchasing, holding, or otherwise acquiring any interest in any of our securities shall be

deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive

forum provisions benefit us by providing increased consistency in the application of Delaware law and federal

securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a

stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or

former directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such

claims against us and our current and former directors, officers, stockholders, or other employees. Our

stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules

and regulations thereunder as a result of our exclusive forum provisions.

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Provisions in our amended and restated certificate of incorporation and amended and

restated bylaws could make a merger, tender offer, proxy contest, or other significant

corporate transaction difficult, potentially depressing the market price of our Class A

common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws, which will become

effective immediately prior to the completion of this offering, will contain a number of provisions that may

make the acquisition of our company more difficult. Such provisions will include:

•a multi-class common stock structure, which will provide the LTBT and the Founder LLC with the

ability to elect all members of our board of directors, and will provide the Founder LLC with the ability

to determine the outcome of all matters submitted to a vote of our stockholders generally (including

the approval of any merger, sale of our company, and other significant corporate transaction requiring

stockholder approval) for the foreseeable future;

•prior to the Class F Sunset Time, vacant or newly created directorships for any directors who are not

Class T directors can be filled by our board of directors in accordance with a notice from the Founder

LLC or by the holders of our Class A common stock and Class F common stock, voting together or

acting by written consent;

•prior to the Class T Sunset Time, the number of directors constituting our board of directors will be

permitted to be set only with the approval of 80% of the authorized members of our board of directors

(rounded up or down to the nearest whole number (any exact 0.5 rounding up));

•a special meeting of our stockholders may only be called by (i) our board of directors acting pursuant to

a resolution adopted by a majority of the authorized members of our board of directors; (ii) the

Chairperson of our board of directors; (iii) our Chief Executive Officer; (iv) our President; (v) following

the Class F Sunset Time, a majority of the directors who are not Class T directors; (vi) prior to the Class

F Sunset Time and only with respect to a special meeting at which holders of our Class E common stock

will be asked to vote on a proposal, the secretary of the company; or (vii) prior to the Class F Sunset

Time, the Founder LLC as the holder of our Class F common stock;

•prior to the Class F Sunset Time and the Class T Sunset Time, stockholders may act by written consent

only with respect to (i) any action to nominate, elect, or remove directors or appoint a director to fill

any vacancy or newly created directorship; (ii) any action to satisfy certain redemption and protective

provisions in our amended and restated certificate of incorporation related to our Class F common

stock, Class T common stock, and Class E common stock; and (iii) any matter in which stockholders

vote together as a single class if such matter is first approved or requested by our board of directors,

and following both the Class F Sunset Time and the Class T Sunset Time, any action required or

permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of

stockholders and may not be effected by any written consent of our stockholders; notwithstanding the

foregoing, any action required or permitted to be taken by the holders of our Class E common stock

must be effected at a duly called annual or special meeting of stockholders and may not be effected by

any consent in writing by such stockholders;

•advance notice procedures required for Class A stockholders to nominate candidates for election as

directors or to bring matters before an annual meeting of stockholders;

•following the Class F Sunset Time, our board of directors will shift to having a classified board of

directors consisting of three classes of directors with staggered three-year terms;

•following the Class F Sunset Time, 66 2/3% of the voting power of our Class A common stock will be

required to amend certain provisions in our amended and restated certificate of incorporation and our

amended and restated bylaws;

•not providing for cumulative voting; and

•authorizing undesignated preferred stock, the issuance and terms of which may be established by 80%

of the authorized members of our board of directors (rounded up or down to the nearest whole number

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(any exact 0.5 rounding up)) and, prior to the Class F Sunset Time, only with the consent of the

Founder LLC as the holder of our Class F common stock.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in

control of our company. These provisions could also discourage proxy contests and make it more difficult for

stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any

of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium

for their shares of our Class A common stock, and could also affect the price that some investors are willing to

pay for our Class A common stock.

Risks Related to Ownership of our Class A Common Stock

There has been no prior public trading market for our Class A common stock, and an active

trading market may not develop or be sustained following this offering.

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”

However, prior to this offering, there has been no public trading market for our Class A common stock. We

cannot assure you that an active trading market for our Class A common stock will develop on such exchange or

elsewhere or, if developed, that any market will be sustained. The initial public offering price of our Class A

common stock will be determined through negotiation among us, the selling stockholders, and the

underwriters. This price will not necessarily reflect the price at which investors in the market will be willing to

buy and sell shares of our Class A common stock following this offering.

The market price of our Class A common stock may be volatile, and you may lose all or part of

your investment.

We cannot predict the prices at which our Class A common stock will trade. The initial public offering price of

our Class A common stock will be determined by negotiations among us, the selling stockholders, and the

underwriters. This price will not necessarily reflect the price at which investors in the market will be willing to

buy and sell shares of our Class A common stock following this offering. The market price of our Class A

common stock following this offering may fluctuate substantially, depending on a number of factors, many of

which are beyond our control and may not be related to our operating performance. These fluctuations may

cause you to lose all or part of your investment in our Class A common stock. Factors that may cause

fluctuations in the market price of our Class A common stock include the following:

•price and volume fluctuations in the overall stock market from time to time, including fluctuations due

to general economic uncertainty or negative market sentiment;

•volatility in the market and trading volumes of technology stocks;

•supply chain constraints, particularly those impacting compute, and new and evolving trade

regulations and tariffs, and counter-measures;

•changes in the operating performance and stock market valuations of other technology companies

generally, or those in our industry in particular;

•sales of shares of our Class A common stock by us or our stockholders, as well as the anticipation of

lock-up releases;

•rumors and market speculation involving us or other companies in our industry or related industries;

•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities

analysts who follow our company, or our failure to meet these estimates or the expectations of

investors;

•actual or perceived significant data breaches involving our business;

•the financial or non-financial projections we may provide to the public, any changes in those

projections, or our failure to meet those projections;

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•third-party data published about us or other companies in our industry, whether or not such data is

accurate;

•announcements by us or our competitors of new models, platforms, or applications;

•the public’s reaction to our press releases, other public announcements, and filings with the SEC;

•fluctuations in the trading volume of shares of our Class A common stock or the size of our public float;

•short selling of our Class A common stock or related derivative securities;

•actual or anticipated changes or fluctuations in our results of operations;

•actual or anticipated developments in our business, our competitors’ businesses, or the competitive

landscape generally;

•changes in the anticipated future size or growth rate of our addressable markets;

•our issuance of shares of our Class A common stock, including as a result of the conversion of our Class

N common stock in connection with certain transfers;

•litigation or regulatory action involving us, our industry, or both, or investigations by regulators into

our operations or those of our competitors;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses or technologies, or similar strategic transactions,

by us or our competitors;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our

business;

•regulatory enforcement actions or other governmental efforts affecting our models, platform, and

applications;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•major catastrophic events such as war, incidents of terrorism, pandemics, or responses to such events;

•any additions or departures of founders, board members, management, or key personnel; and

•general economic conditions and slow or negative growth of our markets.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor

confidence, the market price of our Class A common stock may decline for reasons unrelated to our business,

financial condition, or results of operations. The market price of our Class A common stock may also decline in

reaction to events that affect other companies in our industry even if these events do not directly affect us.

Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our

Class A common stock when desired, or the prices that you may obtain for your shares of our Class A common

stock.

In the past, stockholders have initiated securities class action lawsuits against companies following periods of

stock price volatility. If the market price of our Class A common stock is volatile, we may become the target of

securities litigation. Such litigation may subject us to substantial costs, divert resources and management’s

attention, and adversely affect our business, financial condition, and results of operations.

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The issuance of additional stock in connection with financings, acquisitions, investments, our

equity incentive plans, the conversion of our outstanding convertible promissory notes, the

conversion of our outstanding Class N common stock, our public benefit initiatives, or

otherwise will dilute the interests of the holders of our Class A common stock.

Our amended and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering authorizes us to issue up to an aggregate of 300,000,000,000 shares of Class A

common stock, 100,000,000,000 shares of Class N common stock, one share of Class T common stock, one

share of Class F common stock, 30,000,000,000 shares of Class E common stock, and 30,000,000,000 shares

of preferred stock, with such rights, powers, and preferences as may be determined by our board of directors

(subject to limitations in our amended and restated certificate of incorporation, which will become effective

immediately prior to the completion of this offering, or prescribed by Delaware law). Subject to compliance with

applicable rules and regulations, we may issue shares of our capital stock or securities convertible into shares of

our capital stock from time to time in connection with a financing, an acquisition, an investment, our equity

incentive plans, the conversion of our outstanding convertible promissory notes, the conversion of our Class N

common stock, our public benefit initiatives, which may include issuances of equity to third parties such as

nonprofit organizations, research institutions, or other recipients, or otherwise, including the Public Benefit

Issuances. Any such issuances may result in substantial dilution to the holders of our Class A common stock

and cause the market price of our Class A common stock to decline. For a discussion of the dilutive impact of

our Class N common stock on the holders of our Class A common stock, see the risk factor titled “A substantial

number of shares of our Class N common stock will be outstanding upon the completion of this offering, which

will dilute the voting power of the holders of our Class A common stock upon conversion.”

In addition, registration rights agreements entered into with counterparties to certain of our NPAs provide such

counterparties with rights to cause us to register for resale after this offering (i) shares of our common stock

underlying such notes, (ii) shares of Class A common stock issuable upon conversion of Class N common stock

issued upon conversion of the notes, and (iii) shares of our common stock issued in connection with certain

contractual rights to private placements concurrent with this offering. The exercise of such registration rights

could facilitate sales of large blocks of our Class A common stock into the public market, which could depress

the market price of our Class A common stock or increase its volatility.

A substantial number of shares of our Class N common stock will be outstanding upon the

completion of this offering, which will dilute the voting power of the holders of our Class A

common stock upon conversion.

Immediately prior to the completion of this offering, after giving effect to the Preferred Stock Conversion and

the Convertible Notes Conversion, we will have shares of Class N common stock outstanding,

representing approximately % of our outstanding capital stock prior to this offering and approximately

          % of our outstanding capital stock following the completion of this offering (in each case, excluding our

Class T common stock, Class F common stock, and Class E common stock). After giving effect to the Preferred

Stock Conversion and the Convertible Notes Conversion, Amazon and Google will each hold greater than five

percent of our outstanding capital stock. Although our Class N common stock is non-voting, their holdings

represent a significant economic interest in our company, and because our Class N common stock converts into

Class A common stock upon transfer to an unaffiliated third party, these shares could also become significant to

the voting power of our Class A common stock following any such transfer. Immediately prior to the completion

of this offering, after giving effect to the Preferred Stock Conversion and the Convertible Notes Conversion, and

immediately following the offering, Amazon will hold shares of our Class N common stock and Google

will hold shares of our Class N common stock. An aggregate of an additional shares of Class N

common stock will be issuable after this offering upon conversion of remaining outstanding convertible

promissory notes, all of which are held by Amazon, that could not convert immediately prior to the completion

of this offering without exceeding the applicable ownership cap. Additional shares of Class N common stock

may also be issued following this offering pursuant to the Public Benefit Issuances, future drawdowns and

related issuances or conversions under our note purchase agreements, and certain contractual rights. See the

sections titled “Shares Eligible for Future Sale—Class N Common Stock,” “Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Convertible

Notes,” and “Business—Our Commitment to Public Benefit.”

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Although our Class N common stock is not entitled to vote, it is entitled to economic rights equivalent to those

of our Class A common stock, including the right to participate ratably with our Class A common stock in any

dividends we may declare and in distributions upon a liquidation, dissolution, or winding-up. As a result, the

shares of Class N common stock issued in connection with the completion of this offering as a result of the

Preferred Stock Conversion and Convertible Notes Conversion will dilute the economic interests, including any

dividends and any proceeds available for distribution to stockholders, of the holders of our Class A common

stock, and such shares are included together with our Class A common stock in determining net tangible book

value per share. See the section titled “Dilution.”

The shares of Class N common stock will automatically convert into an equal number of shares of Class A

common stock upon a transfer effected through: (i) a registered offering or an open market sale of such shares

or (ii) a transfer to an unaffiliated third party, subject to certain limitations described in the section titled

“Description of Capital Stock.” While held as Class N common stock, these shares are non-voting and therefore

do not impact the voting power of the holders of our Class A common stock. Upon the conversion of shares of

Class N common stock into Class A common stock, however, the resulting shares of Class A common stock will

be entitled to one vote per share and the issuance of such shares will dilute the voting power of the existing

holders of our Class A common stock. Any shares of Class N common stock that we issue in the future would

have the same effect, diluting the economic interests of the holders of our Class A common stock while

outstanding, as well as diluting their voting power upon conversion into Class A common stock.

Future issuances of our Class A common stock and Class N common stock will not dilute the

voting power of our Class F common stock.

Future issuances of our Class A common stock, including upon conversion of our Class N common stock, and

our Class N common stock will not dilute the voting power of our Class F common stock because our Class F

common stock is entitled to a fixed 50.1% of the total voting power of our outstanding shares of capital stock as

of the applicable record date with respect to matters submitted to stockholders generally. For example, if we

were to issue 1,000,000 additional shares of Class A common stock, our Class F common stock would

automatically be entitled to an incremental number of votes sufficient to cause the aggregate voting power of

our Class F common stock to equal 50.1% of the total voting power of our outstanding shares of capital stock as

of the applicable record date with respect to matters submitted to stockholders generally, or approximately

1,004,008 additional votes. Any future issuances of additional shares of Class A common stock, including upon

conversion of our Class N common stock, and Class N common stock will not be subject to approval by our

stockholders except as required by the listing standards of the Nasdaq Global Select Market.

Future sales of our Class A common stock in the public market could cause the market price of

our Class A common stock to decline.

The market price of our Class A common stock may decline due to sales of a large number of shares of our Class

A common stock in the market after this offering. The potential for such sales to occur may also depress the

market price of our Class A common stock. Following the completion of this offering, based on shares of

our Class A common stock outstanding and shares of Class N common stock outstanding as of September

30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, Initial Public

Benefit Issuance, and RSU Settlement), we will have a total of shares of Class A common stock

outstanding and shares of Class N common stock outstanding. Our directors, executive officers, and the

holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital

stock have entered into market standoff agreements with us or have entered or will enter into lock-up

agreements with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, on behalf of the underwriters,

under which they have agreed, subject to specific exceptions including specified early expiration provisions, to

certain restrictions on their ability to transfer any shares of our Class A common stock or Class N common stock

or securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock

or Class N common stock during the period ending (i) in the case of our co-founders and certain of our

stockholders holding more than 0.5% of our fully diluted shares prior to this offering, on the earlier of (A) 6:00

AM Eastern Time on the second full trading day immediately following the public release of our quarterly

financial results for the fiscal quarter ending September 30, 2027 and (B) immediately after the close of the

trading day on the 365th day after the date of this prospectus, and (ii) in the case of all other such holders, on

the earlier of (A) 6:00 AM Eastern Time on the second full trading day immediately following the public release

of our quarterly financial results for the fiscal quarter ending March 31, 2027 and (B) immediately after the

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close of the trading day on the 180th day after the date of this prospectus. Goldman Sachs & Co. LLC and

Morgan Stanley & Co. LLC may release stockholders from the lock-up agreements, and we may, generally only

with their consent, release stockholders from the market standoff agreements, in each case prior to the end of

the applicable period. See the sections titled “Underwriting” and “Shares Eligible for Future Sale—Lock-Up and

Market Standoff Agreements” for further information about these agreements, including the specified early

expiration provisions.

As a result of these agreements and the provisions of our amended and restated investors’ rights agreement,

dated as of May 28, 2026 (our “IRA”), as described further in the section titled “Description of Capital Stock—

Registration Rights,” and subject to the provisions of Rule 144 or Rule 701 of the Securities Act, additional

shares of our Class A common stock (including shares issuable upon conversion of our Class N common stock)

will become available for sale in the public market at various times after the date of this offering, beginning on

the first trading day following the date of this prospectus. See the section titled “Shares Eligible for Future Sale”

for additional information.

Upon completion of this offering, stockholders owning an aggregate of up to shares of our Class A

common stock (including those issuable upon conversion of our Class N common stock) will be entitled, under

our IRA, to demand registration rights. In addition, we intend to file a registration statement to register shares

reserved for future issuance under our equity compensation plans. Upon effectiveness of that registration

statement, subject to the satisfaction of applicable exercise periods and the expiration or waiver of the market

standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding

stock options or settlement of RSUs will be available for immediate resale in the United States in the open

market.

In addition, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to

philanthropic causes. These commitments are voluntary, revocable expressions of each co-founder’s

philanthropic intent and do not constitute legally binding obligations. The timing, amount, recipients,

structure, and manner of any donations in furtherance of this pledge are uncertain and will depend on a variety

of factors, including each co-founder’s individual circumstances, tax and estate planning considerations,

applicable transfer restrictions, market conditions, and philanthropic priorities at the relevant time. The co-

founders may satisfy this pledge over time through a variety of means, including donations to donor-advised

funds, charitable organizations, private foundations, or other philanthropic vehicles, certain of which have

entered into irrevocable proxy agreements with us, as described under the section titled “Certain Relationships

and Related Person Transactions—Irrevocable Proxy Agreements.” Donations of shares of our Class A common

stock in furtherance of this pledge and any subsequent sales by recipients could, subject to the lock-up and

market standoff agreements described above and applicable securities laws, result in the sale of a significant

number of shares in the public market. Because the timing and amount of any such donations and sales cannot

be predicted, any such sales, or the perception that such sales could occur, could depress the market price of our

Class A common stock. These pledges relate to the co-founders’ personal economic interests in shares of our

Class A common stock and do not apply to our Class F common stock or alter the Founder LLC voting structure

described under the section titled “Our Governance Structure and Its Goals—Founder Voting Structure.” As

such, as our co-founders make donations in furtherance of this pledge, their personal economic interests in us

will decrease while their voting control through the Founder LLC will remain unchanged for so long as each co-

founder continues to satisfy the minimum retained ownership condition for continued membership in the

Founder LLC described in the section titled “Description of Capital Stock—Founder LLC Agreement,” which

may reduce the alignment between the interests of our co-founders and those of our other stockholders, or

cause those interests to diverge.

Sales of our Class A common stock by stockholders as lock-up restrictions end or pursuant to registration rights

may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem

appropriate. These sales may also cause the market price of our Class A common stock to fall and make it more

difficult for you to sell shares of our Class A common stock.

Because we do not anticipate paying any cash dividends on our capital stock in the

foreseeable future, capital appreciation, if any, will be your sole source of gain.

We do not anticipate paying cash dividends in the foreseeable future. We currently intend to retain future

earnings, if any, to fund the development and growth of our business. In addition, the A&R Credit Agreement

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contains, and any future credit facility or financing we obtain may contain, terms limiting the amount of cash

dividends that may be declared or paid on our capital stock. Any future determination to pay cash dividends

will be at the discretion of our board of directors and will be dependent upon our financial condition, results of

operations, capital requirements, and applicable contractual restrictions. As a result, stockholders should rely

on sales of their Class A common stock or Class N common stock after price appreciation, if any, as the only way

to realize any future gains on their investment.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable

research about us, our business or our market, or if they change their recommendation

regarding our Class A common stock adversely, the market price and trading volume of our

Class A common stock could decline.

The market price and trading volume for our Class A common stock will depend in part on the research and

reports that securities or industry analysts publish about us, our business, our market, or our competitors. The

analysts’ estimates are based upon their own opinions and are often different from our estimates or

expectations. If any of the analysts who cover us change their recommendation regarding our Class A common

stock adversely, provide more favorable relative recommendations about our competitors or publish inaccurate

or unfavorable research about our business, the price of our securities would likely decline. If few securities

analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish

reports on us regularly, we could lose visibility in the financial markets and demand for our securities could

decrease, which could cause the price and trading volume of our Class A common stock to decline.

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Special Note Regarding Forward-looking

Statements

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which

statements involve substantial risks and uncertainties. All statements contained in this prospectus other than

statements of historical fact, including statements regarding our future results of operations, financial position,

market size and opportunity, our business strategy and plans, the factors affecting our performance, and our

objectives for future operations, are forward-looking statements. In some cases, you can identify forward-

looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expect,” “plan,”

“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,”

“goal,” “objective,” “seek,” “forecast,” or “continue,” or the negative of any of these words or other similar terms

or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements

contained in this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, compute and

infrastructure expenses, and operating expenses, and our ability to achieve and maintain future

profitability;

•the sufficiency of our cash, cash equivalents, and investments and amounts available under our credit

facility to meet our working capital and liquidity needs;

•the amount, nature, and timing of our capital expenditures and other compute and infrastructure

commitments, our ability to fund such commitments and achieve expected returns, and our ability to

convert compute investments into revenue-generating customer workloads on anticipated timelines;

•our ability to successfully execute our business and growth strategy, including scaling our operations

and managing costs, timelines, and operational complexity, and pursuing our public benefit initiatives

consistent with our public benefit purpose;

•our expectations and management of future growth;

•our ability to raise additional capital through future debt or equity financing on acceptable terms, and

the potential dilutive or restrictive effects of any such financing on our stockholders and operations;

•our expectations concerning relationships with third parties and access to compute and infrastructure,

including potential conflicts of interest with cloud service providers and chip partners that develop

competing AI offerings;

•the demand for our offerings and the pricing thereof, including potential changes to our pricing

structure;

•our ability to attract and retain customers and our expectations regarding revenue concentration

among a limited number of customers and distribution channels;

•our ability to attract, develop, and retain highly skilled personnel, and to maintain our culture, talent

density, and mission alignment as we grow;

•our ability to develop new models, platforms, and applications and bring them to market in a timely

manner and make enhancements to our current models, platform, and applications, and to remain at

the frontier of AI;

•our plans and commitments with respect to AI safety, responsible deployment, and safety-related

access restrictions on frontier models, and the commercial and operational implications of those

commitments;

•our ability to maintain the availability and operability of our models, platform, and applications;

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•our ability to compete with existing and new competitors in existing and new markets and offerings;

•our expectations regarding new and evolving markets, including our ability to expand our operations,

customer base, and revenue internationally and to adapt our models, platform, and applications to

local language, regulatory, and market requirements in new jurisdictions;

•our ability to identify, execute, and integrate beneficial acquisitions, investments, and strategic

partnerships;

•our ability to manage risk associated with our business, including risks arising from our public benefit

corporation status and the role of the LTBT in our governance;

•our ability to protect our models, platform, applications, and systems against cybersecurity threats,

including nation-state and other sophisticated threat actors;

•our expectations regarding the effects of existing and developing laws and regulations, including with

respect to AI, copyright, privacy and data protection, and export controls, economic sanctions, and

other trade controls;

•our ability to maintain, protect, and enhance our intellectual property;

•our ability to develop and protect our brand, including the impact of safety, security, or misuse

incidents and of our public positions on AI policy and regulation;

•the increased expenses associated with being a public company;

•the outcome of pending or future litigation, regulatory proceedings, and governmental enforcement

actions, and their potential effects on our business, financial condition, and results of operations;

•our dividend policy, including our current intention not to pay cash dividends and to retain future

earnings for use in our business;

•the development and maintenance of an active trading market for our Class A common stock and the

potential volatility of our stock price following this offering; and

•our anticipated uses of net proceeds from this offering.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this

prospectus.

We have based the forward-looking statements contained in this prospectus primarily on our current

expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our

business, financial condition, results of operations, and prospects. The outcome of the events described in these

forward-looking statements is subject to risks, uncertainties and other factors, including those described in the

section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and

rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for

us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained

in this prospectus. Although we believe that we have a reasonable basis for each forward-looking statement

contained in this prospectus, we cannot assure you that the future results, events, and circumstances reflected

in the forward-looking statements will be achieved or occur at all, and actual future results, events, and

circumstances could differ materially from those described in the forward-looking statements. Accordingly, you

should not place undue reliance upon forward-looking statements as predictions of future events.

The forward-looking statements made in this prospectus relate only to our expectations as of the date on which

the statements are made. We undertake no obligation to update any forward-looking statements made in this

prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or

the occurrence of unanticipated events, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant

subject. These statements are based upon information available to us as of the date of this prospectus, and while

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we believe such information forms a reasonable basis for such statements, such information may be limited or

incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry

into, or review of, all potentially available relevant information. These statements are inherently uncertain, and

investors are cautioned not to unduly rely upon these statements.

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Industry, Market, and Other Data

Unless otherwise indicated, data, estimates, and other information contained in this prospectus concerning our

industry and the market in which we operate, including our general expectations, market position, market

opportunity, and market size, are based on industry publications and reports generated by third-party

providers, other publicly available studies, and our internal sources and estimates. This information involves a

number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

Although we are responsible for all of the disclosure contained in this prospectus and we believe the

information from the industry publications and other third-party sources included in this prospectus is reliable,

we have not independently verified the accuracy or completeness of the data contained in such sources.

Forecasts and other forward-looking information with respect to market and industry data and other data are

subject to the same qualifications and additional uncertainties regarding the other forward-looking statements

in this prospectus. See the section titled “Special Note Regarding Forward-looking Statements” for more

information. The content of, or accessibility through, the below sources, except to the extent specifically set

forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein and any

websites are inactive textual references only.

The sources of the statistical data, estimates, and market and industry data contained in this prospectus are

identified by superscript notations and are provided below:

•IDC, The Economic Impact of AI: 2026 Edition, doc # US54452226, April 2026.

•IDC, Worldwide Black Book: Live Edition V2 2026 Forecast, July 2026.

•IDC, Worldwide Developer Population Growth Forecast, 2025–2029, doc # US53789825, September

2025.

•IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

•U.S. Bureau of Labor Statistics, Occupational Employment and Wage Statistics, May 2025.

•World Bank Group, GDP (current US$), 2025.

The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,

including those described in the section titled “Risk Factors” and elsewhere in this prospectus. These and other

factors could cause results to differ materially from those expressed in the reports and estimates made by the

aforementioned third parties and by us.

Certain estimates in this prospectus regarding global knowledge workers’ wages, which we refer to as the

annual economic value represented by global knowledge workers, are our own, derived from third-party data.

Based on wage data for U.S. workers by occupation classification from the U.S. Bureau of Labor Statistics in

2025, we calculate the total salary for the subset of workers that we believe to represent knowledge workers.

Based on International Labor Organization data for global labor income as a percentage of global GDP, and

based on 2025 global GDP, we estimate a 2025 global wages figure. We calculate the ratio of total U.S. wages in

2025 to the 2025 global wages figure, and apply that ratio to the total U.S. knowledge workers’ wages figure to

arrive at an estimate of global knowledge workers’ wages.

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Use of Proceeds

We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will

be approximately $ , based upon the assumed initial public offering price of $ per share, which is the

midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after

deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us,

or approximately $ if the underwriters’ option to purchase additional shares of our Class A common stock

from us is exercised in full. We will not receive any proceeds from the sale of shares of Class A common stock by

the selling stockholders.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the

midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or

decrease, as applicable, the net proceeds that we receive from this offering by approximately $ , assuming

that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and

after deducting the estimated underwriting discounts and commissions and estimated offering expenses

payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our Class A

common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from

this offering by approximately $ , assuming the assumed initial public offering price remains the same and

after deducting the estimated underwriting discounts and commissions and estimated offering expenses

payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public

market for our Class A common stock, facilitate an orderly distribution of shares for the selling stockholders,

and enable access to the public equity markets for us and our stockholders.

We intend to use the net proceeds from this offering for general corporate purposes, including working capital,

operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as

hiring and retention of highly skilled personnel. Additionally, we may use a portion of the net proceeds we

receive from this offering to acquire or invest in businesses, products, services, or technologies. However, we do

not have agreements or commitments for any material acquisitions or investments at this time.

We also intend to use a portion of the net proceeds we receive from this offering to satisfy our anticipated tax

withholding and remittance obligations of $ related to the RSU Settlement. This amount is based upon the

assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price

range set forth on the cover page of this prospectus, and an assumed % tax withholding rate. Each $1.00

increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of

the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as

applicable, the amount we would be required to pay to satisfy our tax withholding and remittance obligations

related to the RSU Settlement by $ .

We cannot further specify with certainty the particular uses of the net proceeds that we will receive from this

offering. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from

this offering as described above, we may invest the net proceeds that we receive in this offering in short-term,

investment grade, interest-bearing instruments.

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Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all

available funds and any future earnings to finance the operation and expansion of our business and do not

expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will

be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of

factors, including our financial condition, results of operations, capital requirements, contractual restrictions,

general business conditions, and other factors that our board of directors may deem relevant. In addition, the

terms of the A&R Credit Agreement place certain limitations on the amount of cash dividends we can pay, even

if no amounts are currently outstanding under the credit facility.

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Capitalization

The following table sets forth our cash, cash equivalents, and short-term investments, as well as our

capitalization, as of September 30, 2026 as follows:

•on an actual basis;

•on a pro forma basis, giving effect to (i) the Preferred Stock Conversion, as if such conversion had

occurred on September 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had

occurred on September 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on September

30, 2026, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based

compensation of $ related to RSUs subject to the RSU Settlement, and (v) the filing and

effectiveness of our amended and restated certificate of incorporation in Delaware that will become

effective immediately prior to the completion of this offering; and

•on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above, (ii) the

sale and issuance by us of shares of our Class A common stock in this offering, based upon the

assumed initial public offering price of $ per share, which is the midpoint of the estimated

offering price range set forth on the cover page of this prospectus, and after deducting estimated

underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the

use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to

satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement. We will

not receive any proceeds from the sale of shares of our Class A common stock by any of the selling

stockholders.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based

on the actual initial public offering price and other terms of this offering determined at pricing. You should read

this table together with our consolidated financial statements and related notes, and the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included

elsewhere in this prospectus.

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	As of September 30, 2026
	Actual		Pro Forma(1)		Pro Forma As Adjusted(2)
	(in millions, except for share and per share data)
Cash, cash equivalents, and short-term investments	$		$		$
Convertible notes payable
Redeemable convertible preferred stock, par value $0.00001 per share: 1,040,440,652 shares authorized, issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted
Stockholders’ equity (deficit):
Preferred stock, par value $0.00001 per share: no shares authorized, issued, and outstanding, actual; 30,000,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted
Class A common stock, par value $0.00001 per share: 10,906,111,730 shares authorized, shares issued and outstanding, actual; 300,000,000,000 shares authorized, shares issued and outstanding, pro forma; and 300,000,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted
Class N common stock, par value $0.00001 per share: 7,128,888,270 shares authorized, shares issued and outstanding, actual; 100,000,000,000 shares authorized, shares issued and outstanding, pro forma; and 100,000,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted
Class T common stock, par value $0.00001 per share: 1 share authorized, 1 share issued and outstanding, actual, pro forma, and pro forma as adjusted
Class F common stock, par value $0.00001 per share: no shares authorized, issued, and outstanding, actual; 1 share authorized, 1 share issued and outstanding, pro forma and pro forma as adjusted
Class E common stock, par value $0.00001 per share: no shares authorized, issued, and outstanding, actual; 30,000,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted
Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Total stockholders’ equity (deficit)
Total capitalization	$		$		$

______________

(1)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the

estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the

amount we would be required to pay to satisfy our tax withholding and remittance obligations related to the RSU Settlement by

$ .

(2)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the

estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the

amount of our pro forma as adjusted cash, cash equivalents, and short-term investments, additional paid-in capital, total

stockholders’ equity (deficit), and total capitalization by $ , assuming that the number of shares offered by us, as set forth

on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions

and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by

us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash, cash equivalents, and short-term

investments, additional paid-in capital, total stockholders’ equity (deficit), and total capitalization by $ , assuming the

assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions

and estimated offering expenses payable by us.

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If the underwriters’ option to purchase additional shares of our Class A common stock from us were exercised

in full, pro forma as adjusted cash, cash equivalents, and short-term investments; additional paid-in capital;

total stockholders’ equity (deficit); total capitalization; and shares of Class A common stock outstanding as of

September 30, 2026 would be $ , $ , $ , $ and shares of Class A common stock,

respectively.

The pro forma and pro forma as adjusted columns in the table above are based on shares of our Class A

common stock, shares of our Class N common stock, one share of our Class T common stock, and one

share of our Class F common stock outstanding as of September 30, 2026 (after giving effect to the Preferred

Stock Conversion, Convertible Notes Conversion, Class F Stock Issuance, Initial Public Benefit Issuance, and

RSU Settlement), and exclude the following:

• shares of our Class A common stock issuable upon the exercise of options to purchase shares of

our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise

price of $ per share;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs

outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was

not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be

satisfied upon the effectiveness of the registration statement of which this prospectus forms a part;

• shares of our Class A common stock issued after September 30, 2026 in connection with our

acquisitions of  privately-held companies; and

• shares of our Class A common stock reserved for future issuance under our equity compensation

plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N

common stock issuable under our Donation Matching Plan;

◦ shares of our Class A common stock to be reserved for future issuance under our 2026 Plan,

which will become effective prior to the completion of this offering;

◦ shares of our Class A common stock reserved for future issuance under our 2021 Plan, which

number of shares will be added to the shares of our Class A common stock to be reserved for future

issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards

under our 2021 Plan; and

◦ shares of our Class A common stock to be reserved for future issuance under our ESPP,

which will become effective prior to the completion of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A

common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may

be granted thereunder based on awards under our 2021 Plan that expire or are cancelled or forfeited, and

shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for

satisfying tax withholding obligations, or are forfeited or otherwise repurchased by us, as more fully described

in the section titled “Executive Compensation—Equity Plans.”

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Dilution

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent

of the difference between the initial public offering price per share of our Class A common stock and the pro

forma as adjusted net tangible book value per share of our Class A common stock and Class N common stock

immediately after this offering. Net tangible book value dilution per share to new investors represents the

difference between the amount per share paid by purchasers of shares of our Class A common stock in this

offering and the pro forma as adjusted net tangible book value per share of our Class A common stock and Class

N common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities and

redeemable convertible preferred stock by the number of shares of our Class A common stock and Class N

common stock outstanding; because our Class T common stock, Class F common stock, and Class E common

stock have no economic rights, they are excluded from the per share calculation. Our historical net tangible

book value as of September 30, 2026 was $ , or $ per share. Our pro forma net tangible book value as

of September 30, 2026 was $ , or $ per share, based on the total number of shares of our Class A

common stock and Class N common stock outstanding as of September 30, 2026, after giving effect to the

Preferred Stock Conversion, Convertible Notes Conversion, Initial Public Benefit Issuance, and RSU

Settlement.

After giving effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of shares of our

Class A common stock in this offering at the assumed initial public offering price of $ per share, which is

the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting

estimated underwriting discounts and commissions and estimated offering expenses payable by us and the use

of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the

estimated tax withholding and remittance obligations related to the RSU Settlement, our pro forma as adjusted

net tangible book value as of September 30, 2026 would have been $ , or $ per share. This represents

an immediate increase in pro forma as adjusted net tangible book value of $ per share to our existing

stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to

investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering

price. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share			$
Historical net tangible book value per share as of September 30, 2026	$
Increase per share attributable to the pro forma adjustments described above
Pro forma net tangible book value per share as of September 30, 2026
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of Class A common stock in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering			$

The dilution information discussed above is illustrative only and may change based on the actual initial public

offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public

offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the

cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible

book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per

share to new investors purchasing shares of Class A common stock in this offering by $ , assuming that the

number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after

deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock

offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by

approximately $ per share and increase or decrease, as applicable, the dilution to new investors

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purchasing shares of Class A common stock in this offering by $ per share, assuming the assumed initial

public offering price remains the same, and after deducting estimated underwriting discounts and commissions

and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares of our Class A common stock from us is exercised in

full, the pro forma net tangible book value per share of our Class A common stock, as adjusted to give effect to

this offering, would be $ per share, and the dilution in pro forma net tangible book value per share to new

investors purchasing shares of Class A common stock in this offering would be $ per share.

The following table presents, as of September 30, 2026, after giving effect to the Preferred Stock Conversion,

Convertible Notes Conversion, Initial Public Benefit Issuance, and RSU Settlement, the differences between the

existing stockholders and the new investors purchasing shares of our Class A common stock in this offering

with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which

includes net proceeds received from the issuance of our Class A common stock and the average price per share

paid or to be paid to us at the assumed initial public offering price of $ per share, which is the midpoint of

the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated

underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased				Total Consideration				Weighted Average Price Per Share
	Number		Percent		Amount		Percent
Existing stockholders			%		$		%		$
New investors									$
Total			100 %		$		100 %

The foregoing table does not reflect any sales by the selling stockholders in this offering. Sales by the selling

stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to

shares, or approximately % of the total number of shares of our Class A common stock outstanding

after this offering, and will increase the number of shares held by new investors to shares, or

approximately % of the total number of shares of our Class A common stock outstanding after this

offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the

midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or

decrease, as applicable, the total consideration paid by new investors and total consideration paid by all

stockholders by $ , assuming that the number of shares of our Class A common stock offered by us, as set

forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting

discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease

of 1.0 million in the number of shares of our Class A common stock offered by us would increase or decrease, as

applicable, the total consideration paid by new investors and total consideration paid by all stockholders by

$ , assuming the assumed initial public offering price remains the same and after deducting the estimated

underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option

to purchase additional shares of our Class A common stock from us. If the underwriters’ option to purchase

additional shares of our Class A common stock were exercised in full, our existing stockholders would own

% and our new investors would own % of the total number of shares of our Class A common stock

outstanding upon completion of this offering.

The number of shares of our Class A common stock, Class N common stock, Class T common stock, and Class F

common stock that will be outstanding after this offering is based on shares of our Class A common stock,

shares of our Class N common stock, one share of our Class T common stock, and one share of our Class F

common stock outstanding as of September 30, 2026 (after giving effect to the Preferred Stock Conversion,

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Convertible Notes Conversion, Class F Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement),

and excludes:

• shares of our Class A common stock issuable upon the exercise of options to purchase shares of

our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise

price of $ per share;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs

outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was

not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be

satisfied upon the effectiveness of the registration statement of which this prospectus forms a part;

• shares of our Class A common stock issued after September 30, 2026 in connection with our

acquisitions of  privately-held companies; and

• shares of our Class A common stock reserved for future issuance under our equity compensation

plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N

common stock issuable under our Donation Matching Plan;

◦ shares of our Class A common stock to be reserved for future issuance under our 2026 Plan,

which will become effective prior to the completion of this offering;

◦ shares of our Class A common stock reserved for future issuance under our 2021 Plan, which

number of shares will be added to the shares of our Class A common stock to be reserved for future

issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards

under our 2021 Plan; and

◦ shares of our Class A common stock to be reserved for future issuance under our ESPP,

which will become effective prior to the completion of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A

common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may

be granted thereunder based on awards under our 2021 Plan that expire or are cancelled or forfeited, and

shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for

satisfying tax withholding obligations, or are forfeited or otherwise repurchased by us, as more fully described

in the section titled “Executive Compensation—Equity Plans.”

To the extent that any outstanding options to purchase our Class A common stock are exercised, RSUs are

settled or new awards are granted under our equity compensation plans, there will be further dilution to

investors participating in this offering.

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in

conjunction with the section titled “Summary Consolidated Financial and Other Data” and the consolidated

financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains

forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to

such differences include those identified below and those discussed elsewhere in this prospectus, particularly

in the sections titled “Risk Factors” and “Special Note Regarding Forward-looking Statements.” Financial

data as of and for the years ended December 31, 2023, 2024, and 2025 have been derived from our audited

consolidated financial statements appearing at the end of this prospectus. Our historical results are not

necessarily indicative of the results that may be expected for any period in the future.

Overview

Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define

AI. We are first and foremost a research lab—our mission is the responsible development and maintenance of

advanced AI for the long-term benefit of humanity. This mission directs our focus—along with our talent and

culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the

core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape

the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers

through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any

technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of

2023 to $ for the three months ended September 30, 2026.

Our Financial Model

Our financial model is built on four primary drivers that define the trajectory of our results:

•Adoption of Claude. The advancing intelligence and capabilities of each successive version of a

Claude model drive the diffusion of Claude across the global economy. As new customers adopt Claude

and existing customers expand their usage into new workflows, our revenue grows.

•Compute Efficiency. We are focused on increasing the intelligence produced and revenue generated

per dollar of compute invested and have delivered significant efficiency improvements.

•Operating Efficiency. Our high talent density, efficient go-to-market, and how extensively our

teams leverage Claude in their work help to drive improved operating margin, Adjusted Operating

Margin, and revenue per employee.

•Compute Investments. Investing in compute is critical to support our long-term growth, and we

intend to continue making substantial investments in compute.

The drivers of our financial model materialize on different timelines. The adoption of Claude and associated

revenue growth, compute efficiency, and operating efficiency have each increased rapidly over time. Compute is

procured and committed in advance and the expense is incurred as it is brought online and added to our

fungible pool, often in large, discrete steps. The fungible pool can support all workloads dynamically, including

research, model development, serving customers, and internal usage of Claude. As a result, there is a lag

between when investment is committed and when the full revenue associated with such investment is realized.

This dynamic has produced a financial model in which our operating margin and Adjusted Operating Margin

for the nine months ended September 30, 2026 have expanded significantly year over year. As significant

incremental compute is brought online in future periods, the associated expense will be recognized in advance

of the full revenue that the compute will ultimately support, and we expect operating margin and Adjusted

Operating Margin may compress in those periods. At our current stage, this cycle is an inherent aspect of our

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business and will cause operating margins to fluctuate from period to period, at times meaningfully, even if the

underlying economics of the business continue to improve.

In addition, the majority of our compute is contracted under multi-year commitments that we typically procure

12 to 18 months in advance of availability. When customer demand or research needs exceed this long-term

capacity, we procure short-term compute, which typically carries a higher cost per unit of compute. We expect

our use of short-term compute to increase in the near term and to in turn compress our operating margin and

Adjusted Operating Margin as a result.

Adoption of Claude

Each successive version of a Claude model is designed to advance the frontier with capabilities that customers

value most, including coding, agentic workflows, computer use, and complex reasoning, which unlock new

categories of use and drive compounding demand from new and existing customers. Claude’s intelligence is a

primary driver of its diffusion and our revenue growth: because Claude leads at the AI frontier, customers

rapidly adopt it, quickly see real value, and organically expand their use. We complement this intelligence-led

growth with direct go-to-market and Applied AI teams and extend our reach through native availability across

all three major cloud platforms—AWS, GCP, and Azure—and through partnerships with SIs, consultants, and

data platforms.

We deliver this intelligence through an integrated approach. Our Claude model family is the foundation, with

model classes optimized for different points along the capability-cost-speed curve. On top of our models, Claude

Platform gives developers access to the primitives we use ourselves, which they can use to build their own AI

solutions. We have also built first-party applications on Claude Platform for customers that prefer a ready-to-

deploy option. We believe the value of this integrated approach is reflected in the increasing number of

customers that use both Claude Platform and our first-party applications. For the three months ended

September 30, 2026, over 50% of our customers with $100,000 or more of revenue on a TTM basis used

Claude Platform and at least one of our first-party applications, up from approximately 30% for the three

months ended December 31, 2025.

As more customers adopt Claude and expand their usage, we have rapidly grown our base of customers that

generate meaningful revenue. We had more than 11,900 customers with $100,000 or more of revenue on a

TTM basis as of September 30, 2026, up from more than 950 as of September 30, 2025. In addition, as

customers further embed Claude into their most critical workflows and growth initiatives, many rapidly expand

their deployments into higher revenue tiers. As of September 30, 2026, we had more than 1,900 customers with

$1 million or more of revenue on a TTM basis and approximately 250 customers with $10 million or more of

revenue on a TTM basis.

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This customer momentum is driven by significant usage expansion as customers realize the value of deploying

Claude across their organizations. The value that Claude delivers to customers has helped drive our Net

Revenue Retention of approximately 900% as of September 30, 2026.

The growth in our business reflects the degree to which enterprises are embedding Claude directly into their

business-critical workflows. Despite these trends, adoption across the global economy remains nascent. As

Claude’s capabilities continue to advance, we believe the addressable opportunity will expand, and Claude will

continue its rapid diffusion across more enterprises.

Compute Efficiency

Compute is the most significant operating cost in our business, and compute efficiency is a critical determinant

of our operating efficiency and revenue. Our research-driven algorithmic improvements in training and

inference optimization and multi-chip compute architecture have combined to dramatically increase our

compute efficiency as our revenue has scaled. The result is that we are able to continue increasing the

intelligence our research can produce and the revenue our business can generate per dollar of compute

investment.

We define compute efficiency as maximizing the intelligence produced and revenue generated per dollar of

compute invested. Three pillars drive our compute efficiency:

•Training Efficiency. Our researchers regularly innovate compute multipliers. Increasingly, Claude

itself assists in the research and engineering that produce each successive version of our models, which

is a recursive dynamic we refer to as “closing the loop,” with successive versions of our models

accelerating the development of the next and compounding these gains across model generations.

•Inference Efficiency. Our researchers have delivered meaningful compute multipliers for inference

—reducing the compute required to serve a given level of model performance—while our engineering

teams have driven significant optimizations in how efficiently that compute is utilized in production.

This allows us to provide greater value for customers and generate greater revenue from our compute

base over time, which is critical as we have consistently operated in a compute-constrained

environment where customer demand exceeds available compute.

•Multi-Chip Compute Approach. We train and serve Claude natively across four major chip

families (AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs) using a proprietary

orchestration layer that enables us to optimize workloads for price and performance. This flexibility,

which took years and significant investment to build and we believe is difficult to replicate at scale,

expands our available compute, reduces dependence on any single vendor, and enables us to

continuously route workloads to the most optimal hardware for those workloads. This foundation,

paired with Claude’s increasing understanding of chip and model architectures, allows us to onboard

new chip platforms in a fraction of the time this once required.

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Revenue per dollar of compute has expanded meaningfully, even as we have accelerated research and product

velocity and expanded our internal Claude usage. For example, our revenue grew 1,368% year over year for the

three months ended June 30, 2026, compared to our compute and infrastructure expenses that grew 300%

during the same period. While serving our growing customer demand, we also made significant research

advances to the frontier with new leading models, including Mythos 5, Fable 5, and Opus 5, and launched new

products, including Claude Cowork and Claude Design.

Operating Efficiency

Our operating efficiency is derived from our high talent density, our efficient go-to-market, and how extensively

our teams leverage Claude in their work. Claude is the common thread, amplifying the output of our employees.

For example, over 90% of the contributions to our codebase in September 2026 were written by Claude.

Additionally, the average daily volume of code contributed to our codebase per engineer in the three months

ended September 30, 2026 was over 45 times the average daily volume in the year ended December 31, 2024.

From September 30, 2025 to September 30, 2026, TTM revenue increased approximately 1,200% while

headcount increased approximately 170%, driving TTM revenue per employee from $1.4 million to over $6.6

million, a reflection of extraordinary talent density and a culture built to compound it.

Our go-to-market model reflects this as well—intelligence-led growth and broad distribution partnerships

enable us to rapidly expand customer adoption and revenue without being limited by the rate at which we can

grow our sales and marketing organization, resulting in greater sales efficiency as compared to typical

enterprise technology companies.

Our revenue was $16.3 billion for the six months ended June 30, 2026, up from $1.2 billion for the six months

ended June 30, 2025. Our operating loss was $693 million for the six months ended June 30, 2026, down from

$2.1 billion for the six months ended June 30, 2025. The result of our revenue growth, compute efficiency, and

operating efficiency has been a significant improvement in Adjusted Operating Income, which was $1.6 billion

for the six months ended June 30, 2026, up from Adjusted Operating Loss of $1.8 billion for the six months

ended June 30, 2025. We expect operating margin and Adjusted Operating Margin to fluctuate over time,

particularly in periods when substantial incremental compute is delivered to us and we incur the associated

expenses. See the section titled “—Non-GAAP Financial Measures” for a description of and information about

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Adjusted Operating Income (Loss) and Adjusted Operating Margin, as well as a reconciliation of these

measures to the most directly comparable financial measures calculated in accordance with GAAP.

Compute Investments

Investing in compute is a prerequisite for long-term growth. We invest in compute for research, model

development, serving customers, and internal usage of Claude. Our commercial traction, research progress, and

the scale of the opportunity ahead give us the conviction to continue investing aggressively in compute. An

increasing portion of these investments relates to building out our own compute and infrastructure and

vertically integrating across the compute supply chain to secure long-term compute at the scale required for

frontier model development. These investments take the form of capital expenditures and other commitments,

including lease obligations, that we incur well in advance of the related compute becoming operational and

generating revenue. As a result, we expect this build-out to change the cash flow profile of our business and to

be a significant use of net cash in operating and investing activities for the foreseeable future. See the section

titled “—Liquidity and Capital Resources” for more information.

In addition, as our compute needs have grown substantially, we are shifting from sourcing compute solely

through fixed-term cloud agreements to a hybrid model that also includes leasing chips directly and hosting

them in dedicated facilities operated on our behalf. We refer to this additional source of compute as Anthropic

Direct, which helps to address our scaling compute requirements and we believe will provide long-term

economic advantages. Anthropic Direct represents a more flexible use of capital by allowing us to separate our

commitments for data center capacity from our commitments for the compute infrastructure deployed inside

them. Because data centers require longer lead times but represent a smaller fraction of total compute costs,

this approach enables us to secure data center capacity early while deferring larger accelerator investments

until our specific compute needs are more certain.

As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease

agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate

committed spend of more than $ . These commitments include approximately $ expected to be

incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between

2031 and 2045. Approximately $ of these commitments are due in the next 12 months. A significant

portion of this total committed spend relates to Anthropic Direct, and we expect it to represent a growing share

of our compute investments over time. The flexibility from Anthropic Direct allows us to backfill the short-term

compute we procure during periods of high demand with more cost-effective, long-term compute as our

dedicated infrastructure comes online.

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We intend to fund these investments through the revenue we generate and the capital that we raise. As of

September 30, 2026, and prior to taking into account the net proceeds to us from this offering, we had $

of liquidity, comprised of $ of cash and cash equivalents, $ of short-term investments, and $ of

availability under our A&R Credit Facility (as defined below). We also maintain significant funding support

from our strategic partners, including up to $ in available financing capacity under our note purchase

agreements and up to $ in equity commitments. In addition, we estimate that the net proceeds to us from

this offering will be approximately $ , based upon the assumed initial public offering price of $ per

share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus,

and after deducting estimated underwriting discounts and commissions and estimated offering expenses

payable by us, or approximately $ if the underwriters’ option to purchase additional shares of our Class A

common stock from us is exercised in full.

How We Generate Revenue

At the foundation of our business is our family of four Claude model classes—Mythos (including Fable), Opus,

Sonnet, and Haiku—each optimized for a different point on the capability-cost-speed curve. Our frontier

models allow customers to match the right model to each use case. Customers typically use higher-capability

models for complex reasoning, coding, and agentic workflows where greater model intelligence is required.

Customers also frequently adopt our full range of models, routing individual tasks to the models that are most

optimized to meet their needs along the capability-cost-speed curve. The model a customer uses and the volume

of usage are the primary drivers of customer spend. We establish a direct contractual relationship with the

customer and offer customers the flexibility to purchase directly from us or through CSP marketplaces, and

many customers utilize both channels.

Pay-for-intelligence, our consumption-based revenue model, is our primary revenue model and currently

represents the substantial majority of our total revenue. Under this model, customers pay for usage, which is

metered in tokens and priced according to the model selected. Our pay-for-intelligence revenue is primarily

generated from customers building applications incorporating Claude or utilizing our first-party applications.

In addition, we offer certain of our applications on a subscription basis, serving both enterprises and

prosumers. Under this model, customers pay a subscription fee for a specified level of usage and capabilities

during the subscription term, which is generally 12 months or less.

Depending on the model, platform, or applications chosen by our customers, they enter into pay-for-

intelligence pricing, subscription-based pricing, or both. For example, when subscribers approach or exhaust

the usage capacity included in their tier, they may utilize a higher subscription tier or purchase more

intelligence directly, creating a seamless bridge from subscription to incremental pay-for-intelligence revenue.

A growing number of enterprise customers agree to non-cancelable annual or multi-year contracts with

minimum spend commitments in exchange for a committed price list. These contracts result primarily in

consumption-based revenue.

Consumption-based revenue increased from $288 million, or 75% of total revenue, for the year ended

December 31, 2024, to $3.8 billion, or 83% of total revenue, for the year ended December 31, 2025, to $13.1

billion, or 80% of total revenue, for the six months ended June 30, 2026. Subscription-based revenue increased

from $98 million, or 25% of total revenue, to $789 million, or 17% of total revenue, to $3.2 billion, or 20% of

total revenue, over the same periods. The higher increase in consumption-based revenue reflects the growth in

customers with $100,000 or more of revenue on a TTM basis. For 2023, our revenue of $41 million was

substantially all consumption-based, reflecting our early operations. We expect consumption-based revenue to

continue to represent the substantial majority of total revenue for the foreseeable future.

Our recent growth may reflect early-stage adoption dynamics, the nascency of the AI market, and rapid initial

customer expansion that may not be sustainable over time. We expect our revenue growth rate to decline over

time, and it may decline significantly and more rapidly than we anticipate as our revenue base increases and as

the market matures.

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Our Customers and Approach to Claude Diffusion

Our Customers

We serve enterprises of all sizes and across industries, in nearly every region of the world. Organizations that

use Claude range from the world’s largest enterprises to AI-native startups, research institutions, and mission-

driven organizations working on some of the world’s most consequential problems. Customers realize value

from Claude in three primary ways: more productive employees, faster processes, and embedded intelligence in

their products. As enterprise customers push Claude into increasingly complex workflows, we engage with them

to understand their evolving requirements, which helps shape our product roadmap. This feedback loop

deepens customer relationships with each release and makes Claude more capable for all customers.

Software developers have been core to our strategy: they are simultaneously the architects of applications built

on our platform, and they encode their workflows and institutional knowledge into Claude-powered agents.

Developers have been our earliest adopters and often most discerning users: they apply models to unanticipated

use cases quickly and surface the edge cases that sharpen each successive version of a Claude model. Claude

Code is now embedded in software development workflows across major organizations, with these relationships

often beginning with individual engineers who recognized the value of autonomous coding agents and

accelerated adoption across their enterprises.

The same intelligence and capabilities we deliver to enterprises are also valuable to prosumers in their personal

endeavors. These users provide strategic value as a top-of-funnel engine for our enterprise business—

individuals who utilize Claude for their personal work and then champion it inside their organizations.

We are seeing broad-based growth across customer use cases, from software development to financial analysis,

content creation, and complex knowledge work. Claude is extensible: regardless of entry point, enterprises

quickly discover that frontier AI applies to a wide and expanding range of tasks across their organizations. As a

result, what sometimes begins as a single use case frequently expands into broader adoption spanning coding,

legal analysis, financial modeling, customer operations, and other knowledge-intensive work.

Our Approach to Claude Diffusion

A core driver of Claude’s diffusion is its intelligence—as Claude’s capabilities advance, value to customers

expands, and that value drives greater adoption. Ensuring the accessibility of such intelligence is also critical,

and we do that in the following ways: through our composable platform and applications that meet customers

where they are, through our go-to-market and Applied AI teams directly, and through partnerships that extend

our reach at scale.

Intelligence-Led Growth. Our platform and applications are the primary mechanism through which Claude’s

intelligence can reach users. As users begin building, brainstorming, and problem-solving with Claude, they

quickly come to rely on it as a trusted partner in their work. As Claude becomes part of how people work, they

experience firsthand what frontier AI makes possible, and such individual adoption reshapes how entire

organizations operate. This pattern repeats across organizations: prosumers become internal champions, teams

expand their use of Claude, and what begins as a single workflow grows into something that impacts how an

entire organization operates. This pattern has been core to our revenue growth.

Direct Teams. This organic adoption is complemented and enhanced through our direct go-to-market teams

who help scale Claude to organizations with complex workflows and business processes. By the time our direct

teams engage a customer, Claude is often already in use. Our go-to-market teams use this organic momentum

to build executive sponsorship and drive enterprise-wide adoption.

Applied AI Teams. Our Applied AI teams embed more deeply with select customers, building solutions that

make it easier for organizations to benefit from Claude’s intelligence. They work with enterprises to design and

deploy custom solutions, specialized workflows, and domain-specific implementations tailored to the

customer’s own requirements. This work drives deeper adoption within individual customers and generates the

feedback and information from users that help to shape our platform and product roadmap.

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Cloud Partnerships. Claude is accessible on all three major cloud platforms, AWS, GCP, and Azure, allowing

enterprises to deploy Claude within the infrastructure, security perimeters, and commitment structures they

already operate. These CSPs extend our reach through their large combined field teams that are empowered to

sell our platform and applications, accelerating market adoption at a scale we believe would be difficult for any

single organization to directly replicate. We have a joint go-to-market approach with these CSPs through which

we establish direct contractual relationships with our customers while paying a fee to each CSP. This structure

allows us to foster stronger commercial alignment with these CSPs, avoid channel conflict, set pricing, and

realize the financial benefits of ongoing compute efficiency improvements.

Ecosystem Partnerships. Major global SIs have built dedicated Claude practices with teams trained to deploy

our platform and applications. Go-to-market alliances with leading data platforms embed Claude into data

infrastructure that enterprises already operate, facilitating adoption of Claude within existing workflows and

making it easier for enterprises to realize value from Claude.

Ode with Anthropic. We recently launched an AI services company in partnership with leading private equity

firms to bring Claude’s capabilities to mid-sized companies across sectors, building solutions on the Claude

Platform and supporting customers over the long term. Ode with Anthropic will partner closely with our

Applied AI and go-to-market teams.

Together, these approaches have led to a structurally efficient approach to facilitating the diffusion of Claude in

the economy, with our sales, marketing, and partnerships expenses representing 19% of revenue for the six

months ended June 30, 2026.

Key Factors Affecting Our Performance

Remaining at the Frontier of AI

We believe enterprises consistently choose the most capable and trustworthy AI systems, making our position

at the frontier an important driver of our success. Our ability to rapidly grow our revenue is partially dependent

on our continued delivery of more intelligent and capable models. Our experience is that as we deliver models

with meaningfully improved capabilities that deliver higher intelligence per dollar spent, customers find new

applications for AI across their businesses, accelerating adoption and revenue growth.

This can be seen in the trajectory of our model family adoption. Successive versions of our most intelligent

generally available model have delivered meaningfully greater intelligence and capabilities. With each release,

we have seen most customers utilize the latest version of our models, reinforcing the direct relationship

between frontier model quality and revenue generation. As we deliver more capable models, customers have

expanded their usage into new use cases and increased their spending accordingly.

We expect our ability to deliver innovation in intelligence and capability at the frontier to remain a key driver of

revenue growth in future periods, and maintaining a leading position requires continued investment in research

and compute, top technical talent, and access to capital sufficient to support our growth trajectory.

Securing Sufficient Compute and Optimizing its Utilization

Our ability to continue advancing intelligence at the frontier depends on securing sufficient compute for

research, model development, serving customers, and internal usage of Claude. Our ability to leverage

heterogeneous compute helps us to secure compute at sufficient scale and optimal price-performance. If any of

our chip partners are unable to deliver committed compute or experience delays, or if we need to procure

incremental compute, we benefit from having a range of partners as opposed to being overly reliant on any one

partner. The availability, timing, and cost of compute are subject to factors largely outside our control,

including the concentration of chip and memory manufacturing among a limited number of suppliers and

geographies, constraints on the availability of power and data center capacity, and evolving export controls. We

have historically operated in a compute-constrained environment in which demand for compute has exceeded

the supply available to us. In addition, certain of the CSPs on which we rely for compute are also strategic

investors in us, are our customers, and offer AI models and services that compete with ours. These multifaceted

relationships could give rise to conflicts of interest or competitive dynamics that adversely affect our access to

compute, its cost, or the prioritization of our workloads.

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As our compute needs have grown substantially, we are shifting from sourcing compute solely through fixed-

term cloud agreements to a hybrid model that also includes leasing chips directly and hosting them in dedicated

facilities operated on our behalf. We refer to this additional source of compute as Anthropic Direct, which helps

to address our scaling compute requirements and provides potential long-term economic advantages of direct

hosting. Anthropic Direct provides us with a more flexible use of capital by allowing us to separate our

commitments for data center capacity from our commitments for the AI accelerators deployed inside them.

Because data centers require longer lead times but represent a smaller fraction of total compute costs, this

approach enables us to secure data center capacity early while deferring larger accelerator investments until our

specific compute needs are more certain.

Optimizing the utilization of our compute is equally important to our success in satisfying customer demand.

We continuously direct compute to its highest-value use case, balancing the need to advance research and

model development with the need to serve our customers and support internal usage of Claude. We rely on

compute efficiencies, such as the discovery of compute multipliers, to get the most out of the compute that we

procure. Our ability to effectively direct compute and drive compute efficiencies will be an important

determinant of both our pace of innovation and our financial results over time.

Attracting and Retaining Technical Talent

Advancing the frontier and maximizing the return on our compute investment require that we attract, hire, and

retain top technical talent. Talent attraction and retention start with our seven co-founders, all of whom have

remained with the company. We believe our culture and mission alignment enable us to hire and retain the

talent required to continuously push the frontier of AI forward in a safe and responsible way. We expect our

ability to continue attracting and retaining top technical talent to remain a key determinant of our pace of

innovation and our financial results in future periods.

Our Continued Access to Capital

We must make significant investments in compute for research, model development, serving customers, and

internal usage of Claude. Our compute requires substantial upfront commitments and ongoing payments as the

compute becomes available to us. Our compute commitments will continue to grow as we scale our business.

Our ability to secure sufficient compute is directly linked to our ability to access capital on favorable terms, such

as through equity or debt financing or cash flow from operations.

In order to maintain our access to capital, we must continue to demonstrate that we are able to invest that

capital in a highly productive way. The best measures of our progress are Claude’s intelligence and capability,

and customer adoption of Claude. Our ability to convert compute investment into frontier model performance,

and then increase customer adoption, will be a key determinant of our access to capital.

Our ability to sustain access to capital depends in part on demonstrating a credible trajectory toward

profitability. Our revenue growth, compute efficiency, and operating efficiency have significantly improved our

operating margin and Adjusted Operating Margin, but we plan to keep investing heavily, which will adversely

impact our results of operations. Our compute commitments are substantial and generally must be satisfied

regardless of our revenue or utilization, while our access to additional capital depends on a number of

conditions, many of which are outside our control, including market conditions and investor demand. In

addition, a portion of our compute and infrastructure build-out has been funded or supported by capital or

credit support provided or facilitated by certain of our CSPs and chip partners. Our ability to reduce this

reliance over time is a function in part of our ability to obtain financing from independent sources on our own

credit.

Our Ability to Diffuse Claude in the Enterprise

Our financial performance depends on the pace and breadth at which AI, and in particular Claude, is adopted

across the global economy. While Claude’s capabilities already address a wide range of enterprise use cases, we

believe that enterprise adoption remains nascent. We believe that our ability to capture this opportunity and

drive revenue growth in future periods will depend on three dynamics:

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First, our ability to translate model improvements into accessible products and platform capabilities.

In the nine months ended September 30, 2026, we launched an aggregate of 250 new model versions, platform

features, and applications, including new capabilities in Claude Code, Claude Cowork, and vertical solutions for

key industries. Our growth depends on continuing this pace of product innovation and reducing the friction

between Claude’s capabilities and customer workflows. Our growth also depends on how quickly new

capabilities reach customers, which in turn depends on the steps we take to assess and mitigate the risks of each

model during development and before and after release. In the past, these steps have included delaying the

release of new models and limiting their initial availability, such as our initial release of Mythos through Project

Glasswing and our later release of Fable 5 as a generally-available model with safety restrictions, and in the

future, as we learn more about model capabilities and behavior, could include additional measures that affect

whether, how, and when we develop or release new models or capabilities. We evaluate whether to delay or

restrict a release based on the results of our pre-release capability and safety evaluations and our assessment of

whether available safeguards adequately mitigate the identified risks, and we may also take such steps where

those evaluations are inconclusive. For more information, see the section titled “Business—Safety Research is

Core to Our Business—Our Approach to Model Releases.” These measures, and any laws, regulations, or

standards governing frontier AI development that may be adopted, could cause new use cases to emerge more

slowly and slow the enterprise adoption and expansion on which our revenue growth depends. We believe that

enterprises prefer models that are safe and aligned, and that our continued investment in safety strengthens

customer trust and supports long-term adoption.

Second, our ability to expand and diversify distribution.

A large portion of our growth to date has been self-service and organic. As AI adoption extends further into

enterprises and more regulated industries, we are investing in direct go-to-market, Applied AI teams, and

partnerships across all three major cloud platforms, SIs, consultants, and data platforms. We are also

expanding our ability to serve international customers through the growth of regional offices and partnerships

in key markets, and we expect international expansion to be a meaningful driver of revenue growth as global

demand for AI accelerates. The effectiveness of these investments, and our ability to hire and retain go-to-

market talent, will be a meaningful determinant of growth.

Third, our ability to land new customers and expand within existing accounts.

The number of customers with $100,000 or more of revenue on a TTM basis grew from approximately 20 as of

December 31, 2023, to approximately 200 as of December 31, 2024, to approximately 1,500 as of December 31,

2025, and to more than 11,900 as of September 30, 2026. Total revenue from these customers grew from

approximately $37 million to $220 million to $3.5 billion to $ and represented 90%, 57%, 76%, and

% of total revenue for the years ended December 31, 2023, 2024, and 2025, and the trailing twelve months

ended September 30, 2026, respectively. The remaining % of total revenue for the trailing twelve months

ended September 30, 2026 was generated by approximately 40 million customers, each with less than

$100,000 of revenue on a TTM basis.

In addition, as of September 30, 2026, we had more than 1,900 customers with $1 million or more of revenue

on a TTM basis and approximately 250 customers with $10 million or more of revenue on a TTM basis. Despite

this growth, our penetration into the largest enterprises remains early. Over 50% of the Fortune 500 and over

30% of the Global 2000 were customers with $100,000 or more of revenue on a TTM basis as of September 30,

2026. We believe we are in the early stages of our expansion within these customers, with our revenue from

these Fortune 500 customers representing, on average, less than 0.1% of their total expenses for the three

months ended September 30, 2026.

We compare this measure against our largest Fortune 500 customers, who are further along in their adoption of

AI. For the three months ended September 30, 2026, revenue from our top 10 Fortune 500 customers

represented, on average, less than 1% of their total expenses—still a small fraction of their overall spend, but

over eight times the average of our Fortune 500 customers with $100,000 or more of revenue on a TTM basis.

5 For purposes of this measure, we include only Fortune 500 customers that are publicly traded and calculate the measure using total

expenses as reported in their publicly available financial statements.

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We believe the difference reflects the substantial runway we have to deepen adoption, both within our largest

customers and within customers earlier in their adoption of Claude.5

Claude adoption is broad-based. No single customer represented more than 10% of our revenue for the nine

months ended September 30, 2026. Approximately 79% of our revenue came from customers outside of our top

five customers for the three months ended September 30, 2026, up from approximately 64% for the three

months ended March 31, 2026. At the same time, our largest customers continue to expand. For the three

months ended September 30, 2026, our revenue from each of our top five customers reached a record high.

Customer Usage Patterns

Our revenue is influenced by customer usage patterns, which are impacted by the frequency and capability of

new model version releases, as well as seasonal trends, each of which can create variability in our results from

period to period. The continuous and overlapping cadence of new model version releases is inherent to

remaining at the frontier of AI development. For example, model versions released in the six months ended

September 30, 2026 accounted for over 80% of our revenue for the three months ended September 30, 2026.

As we have released successive versions of Claude models, we have continued to see revenue growth as new

capabilities unlock additional use cases, prompting new customers to adopt Claude and existing customers to

expand their usage.

Our customer usage patterns have also typically exhibited seasonality, particularly around holiday and vacation

periods in the summer and winter, when certain workflows slow down and overall customer activity declines.

For example, developer commits and feature launches are typically slower during the code freezes that many

companies schedule over holidays. Consistent with this pattern, for the two weeks ended January 2, 2026, total

customer spend declined by approximately 20% compared to the prior two weeks ended December 19, 2025.

However, our historical growth rates may mask the impact of seasonal trends on our results. These dynamics

are inherent aspects of a pay-for-intelligence revenue model and may be important determinants of our

financial results in future periods.

Because of these seasonal patterns, our results of operations have varied, and are expected to continue to vary,

from period to period, and our results for any one period may not be indicative of our results for any future

period. As our revenue growth rate declines over time, we expect seasonal effects to become more apparent in,

and to have a greater effect on, our period-to-period results, and to make it more difficult to forecast our results

of operations.

Our Commitment to Public Benefit

Our commitment to public benefit extends to how we deploy our resources. We intend to direct a meaningful

portion of our resources toward ensuring that frontier AI is safe and its benefits are broadly distributed, which

we refer to as our public benefit initiatives. This may include significant contributions to nonprofit

organizations, research institutions, and other third parties working on problems where AI can have the

greatest positive impact, as well as programs designed to make Claude accessible to underserved communities,

educators, and public institutions.

As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5%

of our fully diluted shares as of June 30, 2026 (assuming full conversion of the Amazon Notes), to the

Anthropic Public Benefit Fund, our wholly owned subsidiary dedicated to the Company Purpose, which we refer

to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share

meaningfully in that growth as well. To that end, our board of directors has approved a framework for

additional contributions tied to future increases in our share price. Following this offering, our board of

directors, in its discretion, may issue shares of our Class N common stock to the Anthropic Public Benefit Fund

(or other designee) representing up to an additional 2% of our then-outstanding shares (plus any shares subject

to options, RSUs, and other convertible securities and any shares held by the Anthropic Public Benefit Fund)

each time our share price appreciates 50% above the prior share price milestone, beginning with our initial

public offering price. A share price milestone is reached only when our closing share price has exceeded the

applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average closing share

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price over the ten trading days prior to such issuance also exceeds that threshold. Although our board of

directors has approved this framework, any future contributions will be made at the discretion of our board of

directors. The shares that are contributed to the Anthropic Public Benefit Fund, including the Initial Public

Benefit Issuance, may be transferred or donated to a third party, or otherwise sold in a registered public

offering or private placement transaction in furtherance of our public benefit initiatives. Our board of directors

will determine the allocations and distributions from the Anthropic Public Benefit Fund until it approves a

specific governance structure for the entity, at which point decision-making authority is expected to transition

to designated managers of the Anthropic Public Benefit Fund operating under that structure. The initial

managers are Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil “Buddy” Shah. The Initial Public Benefit

Issuance and the additional share contribution framework represent one of the ways in which we intend to

pursue the Company Purpose, but it is not the exclusive means of doing so. We expect to dedicate additional

resources, and to make other business and operational decisions, in furtherance of our Company Purpose

outside of, and in addition to, these equity contributions.

In addition, we maintain a donation matching program through which employees can pledge a meaningful

portion of their equity awards or equivalent cash proceeds to a donor-advised fund or other nonprofit

organization, and we match those donations with shares of our Class N common stock. In the same way the

Company Purpose defines how we direct our work as an organization, our donation matching program reflects

a parallel commitment by our employees to direct their personal financial value created by that work toward the

public good. We view our donation matching program as a meaningful expression of the Company Purpose and

a reflection of the values that define our culture. In addition, our co-founders have each pledged to dedicate

80% of their personal equity in Anthropic to philanthropic causes, separate from and not eligible for our

donation matching program.

Decisions we make to advance our public benefit initiatives may, in any given period, reduce our revenue,

increase our expenses, lower our Adjusted Operating Margin, contribute to dilution, and reduce our

profitability on a per share basis relative to what we would otherwise report. Our public benefit-related

expenses, which currently consist primarily of charitable donations under our donation matching program,

have not historically been significant. For the year ended December 31, 2025, expenses related to our donation

matching program were $541 million, representing approximately 4% of our total operating expenses. However,

we expect the cadence and magnitude of resources directed toward our public benefit initiatives to increase in

future periods and remain a factor affecting our results of operations.

Components of Results of Operations

Revenue

We generate revenue as customers use Claude through our platform and applications, including Claude Code,

Claude Cowork, and vertical solutions for key industries. Claude is powered by our proprietary Claude model

family, a set of frontier models, each with varying levels of capability, cost, and speed. Enterprise customers

access our intelligence service directly from us or through CSP marketplaces, where we maintain direct

contractual relationships with our customers.

Depending on the model, platform, or applications chosen by our customers, they enter into pay-for-

intelligence pricing, subscription-based pricing, or both. A growing number of enterprise customers agree to

annual or multi-year contracts with minimum spend commitments.

Revenue is recognized when customers use our intelligence service, based on the quantity of tokens consumed.

Subscriptions are generally prepaid on a monthly or annual basis, and are subject to usage limits that reset over

short periods, which results in revenue being recognized on a ratable basis over the subscription period, which

is generally 12 months or less.

We expect our revenue growth rate to decline over time and to fluctuate from period to period. Revenue growth

in any period may be affected by customer usage patterns, customer adoption, the deployment of our models,

platform, and applications, the pricing of our offerings, the timing and success of new model and product

releases, measures we decide to implement to safely deploy new capabilities, our ability to continue meeting

customer requirements, and other factors affecting demand for our models, platform, and applications,

including those described in the section titled “Risk Factors—We are at an early stage of our revenue growth, we

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have experienced rapid growth in recent periods, and our historical growth rates are not indicative of future

performance or our ability to sustain or forecast future revenue growth.”

In addition, our revenue has included, and we expect will continue to include, amounts from customers that we

subsequently determine are using our models, platform, and applications in violation of our usage policy or

commercial terms. We believe this dynamic is common in our industry. Because detection, investigation, and

enforcement take time, we recognize revenue from such customers when the related services are provided,

before restricting or terminating their access. Based on our detection and review process, we estimate that

revenue from such customers represented approximately 5% to 7% of our revenue for the nine months ended

September 30, 2026. This estimate requires judgment and may change as our detection methodologies evolve

and we identify previously undetected usage. We expect the percentage of revenue from customers using our

models, platform, and applications in violation of our usage policy or commercial terms to decline in future

periods as we have enhanced our detection and enforcement efforts, in particular in August and September

2026; however, the timing and magnitude of any resulting adverse effect on our revenue and revenue growth

are uncertain.

Operating Expenses

Compute and Infrastructure

Compute and infrastructure expenses primarily consist of costs attributable to operating our technology

infrastructure, which supports the full range of workloads for our models, including research, model

development, serving customers, and internal usage of Claude. These costs primarily consist of compute fees

paid to CSPs under committed and on-demand arrangements, including storage, networking, and connectivity,

and related support costs, infrastructure costs associated with serving customer workloads through partner

channels, colocation facility costs, equipment leases and committed power costs associated with our data center

operations, and third-party application infrastructure software costs directly related to our compute operations.

Beginning in 2026, as our obligations commence under compute and infrastructure leases, these expenses also

include operating lease costs, amortization of finance lease assets, variable lease costs, and depreciation and

amortization on owned servers, networking equipment, and related data center assets. See Note 8 to our

consolidated financial statements included elsewhere in this prospectus for a functional presentation of our

operating expenses, including cost of revenue, and a description of the workloads underlying the compute and

infrastructure expenses within each functional caption. Within that functional presentation, substantially all of

the cost of revenue consists of compute and infrastructure expenses associated with customer-serving

workloads. Additionally, cost of revenue includes certain personnel-related costs and allocated overhead costs.

Customers adopt and retain our technology based on whether our models are at the frontier of AI capability and

maintaining that frontier position is essential to revenue generation. Each model release represents continuous

intelligence improvements, making ongoing model development a critical factor in revenue generation. We

operate an iterative cycle in which compute deployed to model development yields more capable and efficient

models. Those efficiency gains free compute to serve additional customer workloads. In turn, serving our

customers at scale generates feedback that informs research and model development. In this cycle, customer-

serving activity and model development are each a direct input that informs the other, and we therefore view

compute and infrastructure costs as critical to our ability to generate revenue within a short time of incurring

such costs.

We expect compute and infrastructure expenses to increase in absolute dollars and remain our largest

operating expense for the foreseeable future as additional committed compute becomes available to us under

multi-year arrangements with CSPs, and as we continue to invest in additional compute. These expenses are

paid and recognized as compute becomes available to us, rather than when committed, and are generally fixed

in the near term given the majority of our compute is contracted under multi-year commitments that we

typically procure 12 to 18 months in advance of availability. We deploy this committed compute as a single,

shared resource across all workloads, and thus plan, incur, and assess it on a total basis rather than by

individual workload. As a result, compute and infrastructure expenses as a percentage of revenue will depend

primarily on how our revenue scales relative to our total committed compute cost base. In addition, as part of

our public benefit initiatives, we intend to direct a meaningful portion of our resources, which may include

compute, toward ensuring that the benefits of frontier AI are broadly accessible, and we expect to significantly

scale these efforts over time.

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Personnel

Personnel expenses primarily consist of stock-based compensation, including expense related to stock options,

RSUs, and restricted stock awards (“RSAs”), cash compensation, including base salaries and bonuses, employee

benefits, including health and welfare benefits, and employer payroll taxes.

We expect personnel expenses to increase in absolute dollars as we continue to expand our headcount to

support the growth of our business. We also expect to incur additional stock-based compensation expense in

connection with this offering, including for certain RSUs for which the performance condition will be satisfied

upon the effectiveness of the registration statement of which this prospectus forms a part. We expect that

personnel expenses may fluctuate as a percentage of revenue depending on the timing and magnitude of stock-

based compensation expense, and the pace of hiring across our organization.

Bartz settlement

Bartz settlement consists of the charge we recorded in 2025 to settle the Bartz litigation. See Note 13 to our

consolidated financial statements included elsewhere in this prospectus for additional information.

Sales, Marketing, and Partnerships

Sales, marketing, and partnerships expenses primarily consist of fees paid to channel partners and marketing

and advertising costs, including media and public relations spend.

We expect sales, marketing, and partnerships expenses to increase in absolute dollars as we continue to invest

in activities to drive continued adoption and expanded usage of our models. We expect that sales, marketing,

and partnerships expenses may fluctuate as a percentage of revenue depending on the timing of and spend on

marketing campaigns and changes in the terms of our channel partner distribution arrangements and the cost

to deliver our intelligence service.

Other Operating and Administrative

Other operating and administrative expenses primarily consist of charitable donations expense related to our

donation matching program, vendor costs related to data quality and performance evaluation services,

information technology and cloud software costs, payment processing and platform fees, facility and occupancy

costs, non-income taxes, professional services costs, bad debt expense, and depreciation and amortization

related to non-data center assets.

We expect that other operating and administrative expenses will increase in absolute dollars as our business

grows and as a result of operating as a public company, including expenses related to compliance with SEC

rules and regulations, the listing standards of the Nasdaq Global Select Market, additional costs for directors’

and officers’ liability insurance, and professional services. We also expect other operating and administrative

expenses to fluctuate as a percentage of our revenue over time as our business grows, in part as we significantly

scale our public benefit initiatives, including expanded programs to make Claude accessible to underserved

communities, increased charitable donation matching, contributions to philanthropic vehicles or foundations

we may establish or support in the future, and other efforts aligned with our mission.

Interest Income

Interest income consists of interest earned on our cash and cash equivalents and short-term investments which

primarily consist of debt securities, including U.S. Treasury and agency securities, corporate debt, and

commercial paper.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

Change in fair value of convertible notes, derivative liabilities, and SAFEs consists of gains and losses as a result

of recording our convertible promissory notes, derivative liabilities, and SAFE liabilities at fair value at the end

of each reporting period. Because these instruments are marked to market, increases in our enterprise

valuation drive increases in this expense. We will continue to recognize changes in the fair value of our

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convertible notes until they are converted into equity, repaid, or otherwise settled. For more information, see

Note 4 to our consolidated financial statements included elsewhere in this prospectus.

Other Income (Expense), Net

Other income (expense), net consists primarily of the change in fair value of strategic investments and financial

instruments, the change in fair value of certain derivative instruments in connection with an acquisition of a

privately-held company in December 2025, interest expense from finance leases, and foreign currency exchange

gains and losses. For more information on the acquisition, see Note 15 to our consolidated financial statements

included elsewhere in this prospectus.

Provision for Income Taxes

The provision for income taxes primarily consists of income taxes in certain federal, state, local, and foreign

jurisdictions in which we conduct business. Our effective tax rates will vary depending on the impact of the

valuation allowance and nondeductible fair value adjustments to derivatives, as well as the relative proportion

of foreign income to domestic income, generation of tax credits, changes in the valuation of our deferred tax

assets and liabilities, and changes in tax laws.

Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:

	Year Ended December 31,						Six Months Ended June 30,
(in millions)	2023		2024		2025		2025		2026
Revenue	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286
Operating expenses:
Compute and infrastructure	433		2,522		7,326		2,334		8,945
Personnel(1)	95		454		1,839		538		3,152
Bartz settlement	—		—		1,500		—		—
Sales, marketing, and partnerships	2		43		568		120		3,168
Other operating and administrative	62		347		1,412		306		1,714
Total operating expenses	592		3,366		12,645		3,298		16,979
Operating loss	(551)		(2,980)		(8,060)		(2,135)		(693)
Interest income	69		106		431		115		1,111
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(1,045)		(5,434)		(34,308)		(10,942)		(72,388)
Other income (expense), net	(2)		—		(8)		—		(8,757)
Total other income (expense), net	(978)		(5,328)		(33,885)		(10,827)		(80,034)
Loss before provision for income taxes	(1,529)		(8,308)		(41,945)		(12,962)		(80,727)
Provision for income taxes	2		1		20		7		21
Net loss(2)	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)

______________

(1) Includes stock-based compensation expense of $29 million, $192 million, and $1.2 billion for the years ended December 31,

2023, 2024, and 2025, respectively, and $286 million and $2.2 billion for the six months ended June 30, 2025 and 2026,

respectively.

(2)Includes change in fair value of convertible notes, derivative liabilities, and SAFEs, which were $1.0 billion, $5.4 billion, and

$34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $10.9 billion and $72.4 billion for the

six months ended June 30, 2025 and 2026, respectively. These changes were primarily driven by an increase in the fair value of

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our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the

respective periods.

The following table sets forth our consolidated statements of operations as a percentage of revenue data for the

periods indicated:

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
Revenue	100 %		100 %		100 %		100 %		100 %
Operating expenses:
Compute and infrastructure	1,056		653		160		201		55
Personnel	232		118		40		46		19
Bartz settlement	—		—		33		—		—
Sales, marketing, and partnerships	5		11		12		10		19
Other operating and administrative	151		90		31		26		11
Total operating expenses	1,444		872		276		284		104
Operating loss	(1,344)		(772)		(176)		(184)		(4)
Interest income	168		27		9		10		7
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(2,549)		(1,408)		(748)		(941)		(444)
Other income (expense), net	(5)		—		—		—		(54)
Total other income (expense), net	(2,385)		(1,380)		(739)		(931)		(491)
Loss before provision for income taxes	(3,729)		(2,152)		(915)		(1,115)		(496)
Provision for income taxes	5		—		—		1		—
Net loss	(3,734)%		(2,153)%		(915)%		(1,115)%		(496)%

______________

Note: Totals of percentage of revenue table may not foot due to rounding.

Comparison of the Six Months Ended June 30, 2025 and 2026

Revenue

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Revenue	$ 1,163		$ 16,286		$ 15,123		1,300 %

Revenue for the six months ended June 30, 2026 increased by $15.1 billion, or 1,300%, compared to the six

months ended June 30, 2025. Consumption-based and subscription-based revenue increased by $12.1 billion

and $3.0 billion, respectively, for the six months ended June 30, 2026 compared to the six months ended June

30, 2025. The increase was driven by successive model and product releases that drove higher usage,

expansion, and broader adoption across our offerings. The number of customers with $100,000 or more of

revenue on a TTM basis grew from more than 600 as of June 30, 2025 to more than 6,000 as of June 30, 2026.

Total revenue from these customers grew from $870 million for the six months ended June 30, 2025 to $12.0

billion for the six months ended June 30, 2026 and represented approximately 75% and 74% of total revenue

for the six months ended June 30, 2025 and 2026, respectively.

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Operating Expenses

Compute and Infrastructure

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Compute and infrastructure	$ 2,334		$ 8,945		$ 6,611		283 %
Percentage of revenue	201 %		55 %

Compute and infrastructure expenses for the six months ended June 30, 2026 increased by $6.6 billion, or

283%, compared to the six months ended June 30, 2025. The increase was driven by the delivery of committed

compute throughout the first half of 2026 under our CSP arrangements. As our compute and infrastructure

capacity grows, the associated compute and infrastructure expenses have increased accordingly.

Compute and infrastructure expenses as a percentage of revenue decreased as revenue increased significantly in

the six months ended June 30, 2026 compared to the six months ended June 30, 2025, against a compute base

that was primarily committed in advance and did not fluctuate with in-period demand.

Personnel

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Personnel	$ 538		$ 3,152		$ 2,614		486 %
Percentage of revenue	46 %		19 %

Personnel expenses for the six months ended June 30, 2026 increased by $2.6 billion, or 486%, compared to

the six months ended June 30, 2025. The increase was driven by a $1.9 billion increase in stock-based

compensation expense and a $510 million increase in cash compensation, both as a result of headcount growth.

Sales, Marketing, and Partnerships

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Sales, marketing, and partnerships	$ 120		$ 3,168		$ 3,048		2,540 %
Percentage of revenue	10 %		19 %

Sales, marketing, and partnerships expenses for the six months ended June 30, 2026 increased by $3.0 billion,

or 2,540%, compared to the six months ended June 30, 2025. The increase was primarily driven by a $2.7

billion increase in fees paid to channel partners, reflecting the growth of our business, and a $273 million

increase in marketing and advertising expenses, reflecting higher media spend to support product launches.

Other Operating and Administrative

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Other operating and administrative	$ 306		$ 1,714		$ 1,408		460 %
Percentage of revenue	26 %		11 %

Other operating and administrative expenses for the six months ended June 30, 2026 increased by $1.4 billion,

or 460%, compared to the six months ended June 30, 2025. The increase was primarily driven by a $251

million increase in vendor costs related to data quality and performance evaluation services, a $223 million

increase in information technology and cloud software costs, a $222 million increase in payment processing

fees, a $205 million increase in professional services costs, a $126 million increase in non-cash charges related

to our donation matching program, and a $68 million increase in facility and occupancy costs.

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Interest Income

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Interest income	$ 115		$ 1,111		$ 996		866 %

Interest income for the six months ended June 30, 2026 increased by $996 million, or 866%, compared to the

six months ended June 30, 2025. The increase was primarily driven by an increase in investment income due to

higher average cash and cash equivalents balances and new short-term investments balances in the first half of

2026.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Change in fair value of convertible notes, derivative liabilities, and SAFEs	$ (10,942)		$ (72,388)		$ (61,446)		562 %

Change in fair value of convertible notes, derivative liabilities, and SAFEs for the six months ended June 30,

2026 increased by $61.4 billion, or 562%, compared to the six months ended June 30, 2025. This change was

primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from

an increase in our enterprise valuation from 2025 to 2026.

Other Income (Expense), Net

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Other income (expense), net	$ —		$ (8,757)		$ (8,757)		NM

______________

NM – Not meaningful.

Other income (expense), net for the six months ended June 30, 2026 decreased by $8.8 billion compared to the

six months ended June 30, 2025. The decrease was primarily driven by the initial fair value recognition and

change in fair value of the assets and liabilities recognized under the note purchase agreements described in

Note 4 to our consolidated financial statements included elsewhere in this prospectus.

Provision for Income Taxes

	Six Months Ended June 30,
(in millions, except for percentages)	2025		2026		$ Change		% Change
Provision for income taxes	$ 7		$ 21		$ 14		200 %

Provision for income taxes was not material for the periods presented.

Comparison of the Years Ended December 31, 2024 and 2025

Revenue

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Revenue	$ 386		$ 4,585		$ 4,199		1,088 %

Revenue for the year ended December 31, 2025 increased by $4.2 billion, or 1,088%, compared to the year

ended December 31, 2024. Consumption-based and subscription-based revenue increased by approximately

$3.5 billion and $691 million, respectively, for the year ended December 31, 2025 compared to the year ended

December 31, 2024. The increase was driven by successive model and product releases during the year that

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drove higher usage, expansion, and broader adoption across our offerings. The number of customers with

$100,000 or more of revenue on a TTM basis grew from approximately 200 as of December 31, 2024 to

approximately 1,500 as of December 31, 2025. Total revenue from these customers grew from approximately

$220 million to $3.5 billion and represented approximately 57% and 76% of total revenue for the years ended

December 31, 2024 and 2025, respectively.

Operating Expenses

Compute and Infrastructure

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Compute and infrastructure	$ 2,522		$ 7,326		$ 4,804		190 %
Percentage of revenue	653 %		160 %

Compute and infrastructure expenses for the year ended December 31, 2025 increased by $4.8 billion, or 190%,

compared to the year ended December 31, 2024. The increase was driven by the delivery of committed compute

in tranches throughout 2025 under our CSP arrangements entered into in prior years. As each tranche became

available to use, compute and infrastructure expenses increased accordingly.

Compute and infrastructure expenses as a percentage of revenue decreased as revenue increased significantly in

2025 compared to 2024, against a compute base that was committed in advance and did not fluctuate with in-

period demand.

Personnel

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Personnel	$ 454		$ 1,839		$ 1,385		305 %
Percentage of revenue	118 %		40 %

Personnel expenses for the year ended December 31, 2025 increased by $1.4 billion, or 305%, compared to the

year ended December 31, 2024. The increase was primarily driven by a $973 million increase in stock-based

compensation expense and a $339 million increase in cash compensation, both as a result of headcount growth.

Bartz Settlement

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Bartz settlement	$ —		$ 1,500		$ 1,500		NM
Percentage of revenue	— %		33 %

______________

NM – Not meaningful.

Bartz settlement for the year ended December 31, 2025 increased by $1.5 billion compared to the year ended

December 31, 2024. The increase was entirely driven by the preliminary legal settlement for Bartz reached

during the period.

Sales, Marketing, and Partnerships

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Sales, marketing, and partnerships	$ 43		$ 568		$ 525		1,221 %
Percentage of revenue	11 %		12 %

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Sales, marketing, and partnerships expenses for the year ended December 31, 2025 increased by $525 million,

or 1,221%, compared to the year ended December 31, 2024. The increase was primarily driven by a $341 million

increase in fees paid to channel partners, reflecting the growth of our business, and a $170 million increase in

marketing and advertising expenses, reflecting higher media and public relations spend to support product

launches.

Other Operating and Administrative

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Other operating and administrative	$ 347		$ 1,412		$ 1,065		307 %
Percentage of revenue	90 %		31 %

Other operating and administrative expenses for the year ended December 31, 2025 increased by $1.1 billion, or

307%, compared to the year ended December 31, 2024. The increase was primarily driven by a $541 million

increase in non-cash charges related to our donation matching program, a $165 million increase in vendor costs

related to data quality and performance evaluation services, and a $102 million increase in information

technology and cloud software costs.

Interest Income

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Interest income	$ 106		$ 431		$ 325		307 %

Interest income for the year ended December 31, 2025 increased by $325 million, or 307%, compared to the

year ended December 31, 2024. The increase was primarily driven by a $305 million increase in investment

income due to higher average cash and cash equivalents balances and new short-term investments entered into

during 2025.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Change in fair value of convertible notes, derivative liabilities, and SAFEs	$ (5,434)		$ (34,308)		$ (28,874)		531 %

Change in fair value of convertible notes, derivative liabilities, and SAFEs for the year ended December 31, 2025

increased by $28.9 billion, or 531%, compared to the year ended December 31, 2024. This change was primarily

driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an

increase in our enterprise valuation from 2024 to 2025.

Other Income (Expense), Net

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Other income (expense), net	$ —		$ (8)		$ (8)		NM

______________

NM – Not meaningful.

Other income (expense), net was not material for the periods presented.

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Provision for Income Taxes

	Year Ended December 31,
(in millions, except for percentages)	2024		2025		$ Change		% Change
Provision for income taxes	$ 1		$ 20		$ 19		NM

_____________

NM – Not meaningful.

Provision for income taxes for the year ended December 31, 2025 increased by $19 million compared to the year

ended December 31, 2024. The increase was largely driven by an increase in foreign taxes associated with our

international operations.

Comparison of the Years Ended December 31, 2023 and 2024

Revenue

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Revenue	$ 41		$ 386		$ 345		841 %

Revenue for the year ended December 31, 2024 increased by $345 million, or 841%, compared to the year

ended December 31, 2023. Consumption-based and subscription-based revenue increased by approximately

$249 million and $96 million, respectively, for the year ended December 31, 2024 compared to the year ended

December 31, 2023. The increase was primarily driven by growth in new customers and reflected the broader

commercial availability of our AI platform following the launch of the Claude 3 family of Opus, Sonnet, and

Haiku models in 2024, which expanded the range of supported use cases and drove adoption. The number of

customers with $100,000 or more of revenue on a TTM basis grew from approximately 20 as of December 31,

2023 to approximately 200 as of December 31, 2024. Total revenue from these customers grew from

approximately $37 million to $220 million and represented approximately 90% and 57% of total revenue for

the years ended December 31, 2023 and 2024, respectively.

Operating Expenses

Compute and Infrastructure

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Compute and infrastructure	$ 433		$ 2,522		$ 2,089		482 %
Percentage of revenue	1,056 %		653 %

Compute and infrastructure expenses for the year ended December 31, 2024 increased by $2.1 billion, or 482%,

compared to the year ended December 31, 2023. The increase primarily reflected the staged delivery of

committed compute under our CSP arrangements entered into in 2023, with the substantial majority of that

compute delivered in tranches during 2024. Compute and infrastructure expenses as a percentage of revenue

decreased as revenue scaled against a compute base that is committed in advance and does not fluctuate with

in-period demand.

Personnel

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Personnel	$ 95		$ 454		$ 359		378 %
Percentage of revenue	232 %		118 %

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Personnel expenses for the year ended December 31, 2024 increased by $359 million, or 378%, compared to the

year ended December 31, 2023. The increase was primarily driven by a $164 million increase in cash

compensation and a $163 million increase in stock-based compensation expense, both as a result of headcount

growth.

Sales, Marketing, and Partnerships

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Sales, marketing, and partnerships	$ 2		$ 43		$ 41		2,050 %
Percentage of revenue	5 %		11 %

Sales, marketing, and partnerships expenses for the year ended December 31, 2024 increased by $41 million, or

2,050%, compared to the year ended December 31, 2023. The increase was primarily driven by a $39 million

increase in marketing and advertising expenses reflecting higher media and public relations spend to support

product launches.

Other Operating and Administrative

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Other operating and administrative	$ 62		$ 347		$ 285		460 %
Percentage of revenue	151 %		90 %

Other operating and administrative expenses for the year ended December 31, 2024 increased by $285 million,

or 460%, compared to the year ended December 31, 2023. The increase was primarily driven by a $165 million

increase in vendor costs related to data quality and performance evaluation services, a $30 million increase in

professional services costs, a $28 million increase in information technology and cloud software costs, and a

$24 million increase in facility and occupancy costs due to headcount growth.

Interest Income

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Interest income	$ 69		$ 106		$ 37		54 %

Interest income for the year ended December 31, 2024 increased by $37 million, or 54%, compared to the year

ended December 31, 2023. The increase was primarily due to higher average cash and cash equivalents

balances, driven by the growth of our money market funds portfolio.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Change in fair value of convertible notes, derivative liabilities, and SAFEs	$ (1,045)		$ (5,434)		$ (4,389)		420 %

Change in fair value of convertible notes, derivative liabilities, and SAFEs for the year ended December 31, 2024

increased by $4.4 billion, or 420%, compared to the year ended December 31, 2023. The increase was primarily

driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an

increase in our enterprise valuation from 2023 through 2024.

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Other Income (Expense), Net

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Other income (expense), net	$ (2)		$ —		$ 2		NM

_______________

NM – Not meaningful.

Other income (expense), net was not material for the periods presented.

Provision for Income Taxes

	Year Ended December 31,
(in millions, except for percentages)	2023		2024		$ Change		% Change
Provision for income taxes	$ 2		$ 1		$ (1)		NM

______________

NM – Not meaningful.

Provision for income taxes was not material for the periods presented.

Non-GAAP Financial Measures

To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use

certain non-GAAP financial measures, as described below, to facilitate analysis of our operating performance

and for internal planning and forecasting purposes.

We use Adjusted Operating Income (Loss), Adjusted Operating Margin, and Adjusted Net Income (Loss) to

evaluate our operating performance, formulate business plans, prepare budgets and forecasts, and make

strategic decisions, including those relating to operating expenses and the allocation of internal resources. By

excluding certain items that management believes are not directly reflective of the ongoing operating

performance of our business, we believe these non-GAAP financial measures provide investors, analysts, and

others with meaningful insight and enhance their overall understanding of our business and financial

performance by providing a more consistent and comparable overview of our financial performance across

periods.

Other companies in our industry, including those with similar business models, may define or calculate

similarly titled measures in different ways, which may limit the usefulness of these measures for direct

comparison. In addition, other companies may not publish these or similar metrics. Further, these metrics have

certain limitations in that they do not include the impact of certain expenses that are reflected on our

consolidated statements of operations. Thus, our non-GAAP financial measures should not be viewed in

isolation or as a replacement for the most directly comparable measures prepared in accordance with GAAP.

We encourage investors and others to review our business, financial condition, and results of operations in their

entirety, not to rely on any single financial measure, and to view our non-GAAP financial measures in

conjunction with their respective most directly comparable financial measures calculated in accordance with

GAAP, as well as our consolidated financial statements and accompanying notes included elsewhere in this

prospectus.

Adjusted Operating Income (Loss) and Adjusted Operating Margin

We define Adjusted Operating Income (Loss) as operating loss excluding (i) stock-based compensation expense,

(ii) non-cash charitable contributions, and (iii) the Bartz settlement. We define Adjusted Operating Margin as

Adjusted Operating Income (Loss) divided by revenue.

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A reconciliation of our Adjusted Operating Income (Loss) and Adjusted Operating Margin to operating loss and

operating margin, the most directly comparable GAAP financial measures, respectively, is presented below:

	Year Ended December 31,						Six Months Ended June 30,
(in millions, except for percentages)	2023		2024		2025		2025		2026
Operating loss	$ (551)		$ (2,980)		$ (8,060)		$ (2,135)		$ (693)
Stock-based compensation expense	29		192		1,165		286		2,185
Non-cash charitable contributions(1)	—		—		541		—		126
Bartz settlement(2)	—		—		1,500		—		—
Adjusted Operating Income (Loss)	$ (522)		$ (2,788)		$ (4,854)		$ (1,849)		$ 1,618
Revenue	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286
Operating margin	(1,344)%		(772)%		(176)%		(184)%		(4)%
Adjusted Operating Margin	(1,273)%		(722)%		(106)%		(159)%		10 %

______________

(1)Relates to non-cash charges from our donation matching program, the value of which is linked to employee equity awards and

recorded in other operating and administrative expenses.

(2)Excluded from our calculation of Adjusted Operating Income (Loss) as it is not indicative of ongoing operations.

Adjusted Net Income (Loss)

We define Adjusted Net Income (Loss) as net loss excluding (i) stock-based compensation expense, (ii) non-

cash charitable contributions, (iii) the Bartz settlement, (iv) the change in fair value of convertible notes,

derivative liabilities, and SAFEs, and (v) change in fair value of certain mark-to-market financial instruments.

A reconciliation of Adjusted Net Income (Loss) to net loss, the most directly comparable GAAP financial

measure, is presented below:

	Year Ended December 31,						Six Months Ended June 30,
(in millions)	2023		2024		2025		2025		2026
Net loss(1)	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Stock-based compensation expense	29		192		1,165		286		2,185
Non-cash charitable contributions(2)	—		—		541		—		126
Bartz settlement(3)	—		—		1,500		—		—
Change in fair value of convertible notes, derivative liabilities, and SAFEs	1,045		5,434		34,308		10,942		72,388
Change in fair value of certain mark-to-market financial instruments	—		—		3		—		8,720
Adjusted Net Income (Loss)	$ (457)		$ (2,683)		$ (4,448)		$ (1,741)		$ 2,671

______________

(1)Includes change in fair value of convertible notes, derivative liabilities, and SAFEs, which were $1.0 billion, $5.4 billion, $34.3

billion, $10.9 billion, and $72.4 billion for the years ended December 31, 2023, 2024, and 2025, and the six months ended June

30, 2025 and 2026, respectively, primarily driven by an increase in the fair value of our outstanding convertible promissory

notes resulting from an increase in our enterprise valuation during each of the respective periods.

(2)Relates to non-cash charges from our donation matching program, the value of which is linked to employee equity awards and

recorded in other operating and administrative expenses.

(3)Excluded from our calculation of Adjusted Net Income (Loss) as it is not indicative of ongoing operations.

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Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated statements of operations data for each of

the quarterly periods indicated. The unaudited quarterly statements of operations data has been prepared on

the same basis as our audited consolidated financial statements included elsewhere in this prospectus and

includes all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to

state fairly the results of operations for these periods. Our historical results are not necessarily indicative of the

results that may be expected in the future and the results for any particular quarter are not necessarily

indicative of the results to be expected for a full year or any other period. You should read the following

unaudited quarterly consolidated results of operations in conjunction with our consolidated financial

statements and related notes included elsewhere in this prospectus.

Quarterly Consolidated Statements of Operations

	Three Months Ended
(in millions)	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025		March 31, 2026		June 30, 2026
Revenue	$ 376		$ 787		$ 1,382		$ 2,040		$ 4,731		$ 11,555
Operating expenses:
Compute and infrastructure	944		1,390		2,047		2,945		3,387		5,558
Personnel(1)	218		320		489		812		1,295		1,857
Bartz settlement	—		—		1,500		—		—		—
Sales, marketing, and partnerships	24		96		202		246		1,033		2,135
Other operating and administrative	125		181		233		873		683		1,031
Total operating expenses	1,311		1,987		4,471		4,876		6,398		10,581
Operating income (loss)	(935)		(1,200)		(3,089)		(2,836)		(1,667)		974
Interest income	51		64		124		192		349		762
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(5,701)		(5,241)		(9,165)		(14,201)		(12,791)		(59,597)
Other income (expense), net	—		—		(3)		(5)		(309)		(8,448)
Total other income (expense), net	(5,650)		(5,177)		(9,044)		(14,014)		(12,751)		(67,283)
Loss before provision for income taxes	(6,585)		(6,377)		(12,133)		(16,850)		(14,418)		(66,309)
Provision for income taxes	7		—		5		8		21		—
Net loss	$ (6,592)		$ (6,377)		$ (12,138)		$ (16,858)		$ (14,439)		$ (66,309)

______________

(1)Includes stock-based compensation expense of $105 million, $181 million, $305 million, $574 million, $924 million, and $1.3

billion for the three months ended March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026,

and June 30, 2026, respectively.

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Quarterly Consolidated Statements of Operations, as a Percentage of Revenue

	Three Months Ended
	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025		March 31, 2026		June 30, 2026
Revenue	100 %		100 %		100 %		100 %		100 %		100 %
Operating expenses:
Compute and infrastructure	251		177		148		144		72		48
Personnel	58		41		35		40		27		16
Bartz settlement	—		—		109		—		—		—
Sales, marketing, and partnerships	6		12		15		12		22		18
Other operating and administrative	33		23		17		43		14		9
Total operating expenses	349		252		324		239		135		92
Operating income (loss)	(249)		(152)		(224)		(139)		(35)		8
Interest income	14		8		9		9		7		7
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(1,516)		(666)		(663)		(696)		(270)		(516)
Other income (expense), net	—		—		—		—		(7)		(73)
Total other income (expense), net	(1,503)		(658)		(654)		(687)		(270)		(582)
Loss before provision for income taxes	(1,751)		(810)		(878)		(826)		(305)		(574)
Provision for income taxes	2		—		—		—		—		—
Net loss	(1,753)%		(810)%		(878)%		(826)%		(305)%		(574)%

______________

Note: Totals of percentage of revenue may not foot due to rounding.

Quarterly Trends

Revenue

Revenue increased sequentially in each of the quarters presented, from $376 million for the three months

ended March 31, 2025 to $11.6 billion for the three months ended June 30, 2026. The increases in each quarter

were driven by successive model and product releases that drove higher usage, expansion, and broader

adoption across our offerings, with both consumption-based and subscription-based revenue contributing.

Growth in customers generating meaningful revenue contributed across the periods: customers with $100,000

or more of revenue on a TTM basis grew from approximately 400 as of March 31, 2025 to more than 6,000 as

of June 30, 2026.

Operating Expenses

Compute and Infrastructure

Compute and infrastructure expenses increased sequentially in each of the quarters presented, from $944

million for the three months ended March 31, 2025 to $5.6 billion for the three months ended June 30, 2026,

driven by the delivery of committed compute under our multi-year CSP arrangements. Because we typically

procure compute 12 to 18 months in advance of availability, these expenses are generally fixed in the near term

and increased as committed compute became available to us rather than in response to in-period demand.

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Compute and infrastructure expenses as a percentage of revenue decreased from 251% to 48% over the same

period, as revenue growth outpaced the growth of our committed compute cost base.

Personnel

Personnel expenses increased sequentially in each of the quarters presented, driven by headcount growth and

the associated increases in compensation, including stock-based compensation.

Bartz settlement

In the three months ended September 30, 2025, we recorded a $1.5 billion charge to settle the Bartz litigation.

See Note 13 to our consolidated financial statements included elsewhere in this prospectus.

Sales, Marketing, and Partnerships

Sales, marketing, and partnerships expenses increased sequentially in each of the quarters presented, with the

most significant increases observed in the three months ended March 31, 2026 and June 30, 2026. The

increases were primarily driven by fees paid to channel partners, reflecting the growth of our business, and

increased marketing and advertising expenses, reflecting higher media spend to support product launches.

Other Operating and Administrative

Other operating and administrative expenses increased over the quarters presented, other than in the three

months ended March 31, 2026, which reflected lower donation matching program charges than in the three

months ended December 31, 2025. The overall increase reflected vendor costs related to data quality and

performance evaluation services, information technology and cloud software costs, payment processing and

platform fees, and professional services costs as our business scaled. The increase in the three months ended

December 31, 2025 was primarily driven by non-cash charges related to our donation matching program.

Operating Income (Loss)

Our operating loss widened in the three months ended June 30, 2025, primarily driven by the delivery of

additional committed compute under our CSP arrangements, the associated expenses of which grew faster than

our revenue in the period, and in the three months ended September 30, 2025, which included the Bartz

settlement. Our operating loss narrowed in the three months ended December 31, 2025 and March 31, 2026,

and we generated operating income of $1.0 billion for the three months ended June 30, 2026, as revenue

growth outpaced the growth in total operating expenses. We expect our operating results to continue to

fluctuate from quarter to quarter, particularly as the amount of incremental compute we receive, and the

associated expenses we incur, may vary from period to period.

Interest Income

Interest income increased sequentially in each of the quarters presented, from $51 million for the three months

ended March 31, 2025 to $762 million for the three months ended June 30, 2026, primarily driven by higher

average cash and cash equivalents and short-term investments balances.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

Changes in the fair value of our convertible notes, derivative liabilities, and SAFEs resulted in expense in each

of the quarters presented, primarily driven by increases in the fair value of our outstanding convertible

promissory notes resulting from increases in our enterprise valuation during each period. The expense was

largest in the three months ended June 30, 2026, reflecting the increase in our enterprise valuation in

connection with our Series H financing. We will continue to recognize changes in fair value until these

instruments are converted into equity, repaid, or otherwise settled. See Note 4 and Note 9 to our consolidated

financial statements included elsewhere in this prospectus.

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Other Income (Expense), Net

Other income (expense), net was not material for the quarters presented prior to 2026. Other income

(expense), net of $(309) million and $(8.4) billion for the three months ended March 31, 2026 and June 30,

2026, respectively, was primarily driven by the initial fair value recognition and subsequent change in fair value

of the assets and liabilities recognized under the note purchase agreements. See Note 4 to our consolidated

financial statements included elsewhere in this prospectus.

Provision for Income Taxes

Provision for income taxes was not material for the quarters presented.

Quarterly Adjusted Operating Income (Loss) and Adjusted Operating Margin

	Three Months Ended
(in millions, except for percentages)	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025		March 31, 2026		June 30, 2026
Operating income (loss)	$ (935)		$ (1,200)		$ (3,089)		$ (2,836)		$ (1,667)		$ 974
Stock-based compensation expense	105		181		305		574		924		1,261
Non-cash charitable contributions(1)	—		—		—		541		126		—
Bartz settlement(2)	—		—		1,500		—		—		—
Adjusted Operating Income (Loss)	$ (830)		$ (1,019)		$ (1,284)		$ (1,721)		$ (617)		$ 2,235
Revenue	$ 376		$ 787		$ 1,382		$ 2,040		$ 4,731		$ 11,555
Operating margin	(249)%		(152)%		(224)%		(139)%		(35)%		8 %
Adjusted Operating Margin	(221)%		(129)%		(93)%		(84)%		(13)%		19 %

______________

(1)Relates to non-cash charges from our donation matching program, the value of which is linked to employee equity awards and

recorded in other operating and administrative expenses.

(2)Excluded from our calculation of Adjusted Operating Income (Loss) as it is not indicative of ongoing operations.

Quarterly Adjusted Net Income (Loss)

	Three Months Ended
(in millions)	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025		March 31, 2026		June 30, 2026
Net loss(1)	$ (6,592)		$ (6,377)		$ (12,138)		$ (16,858)		$ (14,439)		$ (66,309)
Stock-based compensation expense	105		181		305		574		924		1,261
Non-cash charitable contributions(2)	—		—		—		541		126		—
Bartz settlement(3)	—		—		1,500		—		—		—
Change in fair value of convertible notes, derivative liabilities, and SAFEs	5,701		5,241		9,165		14,201		12,791		59,597
Change in fair value of certain mark-to-market financial instruments	—		—		—		3		288		8,432
Adjusted Net Income (Loss)	$ (786)		$ (955)		$ (1,168)		$ (1,539)		$ (310)		$ 2,981

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______________

(1)Includes change in fair value of convertible notes, derivative liabilities, and SAFEs, which were $5.7 billion, $5.2 billion, $9.2

billion, $14.2 billion, $12.8 billion, and $59.6 billion for the three months ended March 31, 2025, June 30, 2025, September 30,

2025, December 31, 2025, March 31, 2026, and June 30, 2026, respectively, primarily driven by an increase in the fair value of

our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the

respective periods.

(2)Relates to non-cash charges from our donation matching program, the value of which is linked to employee equity awards and

recorded in other operating and administrative expenses.

(3)Excluded from our calculation of Adjusted Net Income (Loss) as it is not indicative of ongoing operations.

Liquidity and Capital Resources

Since inception, we have financed our operations, corporate investments, and capital expenditures primarily

through proceeds from the issuance of convertible promissory notes, redeemable convertible preferred stock,

cash generated from sales, and SAFEs. To date, we have financed our compute and infrastructure primarily

under arrangements with our CSPs, as well as through proceeds from the financing activities described above

and cash generated from operations. As of June 30, 2026, we had cash and cash equivalents of $112.4 billion,

$19.3 billion of short-term investments, and $3.2 billion available under the Credit Facility, as described below.

Cash and cash equivalents consist of cash held in checking and interest-bearing accounts, money market funds,

and other highly liquid investments with original maturities of three months or less from the date of purchase.

We have generated losses from our operations, as reflected in our accumulated deficit of $132.9 billion, which

includes $113.2 billion related to changes in the fair value of our convertible notes driven by increases in our

enterprise valuation and derivative liabilities since 2023, including $72.4 billion during the six months ended

June 30, 2026. Additionally, we have generated negative cash flows from operating and investing activities in

2023, 2024, and 2025, driven by ongoing expenditures to support business growth including investments to

secure access to more compute and infrastructure capacity. We continue to invest in our own data center

infrastructure and enter into compute and infrastructure capacity arrangements to support anticipated demand

for our intelligence service. Given the long lead times between contracting for, purchasing, or leasing compute

and that compute becoming available to serve workloads, we secure these arrangements well in advance of

anticipated demand. To secure certain data center development projects, which require significant capital

commitments in advance of deployment, we have in some cases relied, and expect to continue to rely, on

arrangements with financing sources or partners who guarantee the lease obligations to support the

development of data center capacity that is expected to host such partner’s chips or computing infrastructure.

Our ability to expand compute and infrastructure capacity through these arrangements in the future may

depend on the continued willingness and ability of a limited number of CSPs, partners, and financing sources to

enter into and perform under such arrangements. In some cases, we may also make payments in advance of the

delivery of the equipment or infrastructure. We anticipate making significant and increased investments for the

foreseeable future, including for owned or leased compute and infrastructure in advance of delivery. These

investments help ensure we have the technological resources to maintain and expand our position at the

frontier of AI.

Our increasing efforts to build out our compute and infrastructure require substantial capital expenditures and

are changing the cash flow profile of our business. Whereas the compute purchased through our CSP

arrangements is generally paid as the compute becomes available to us, we expect an increasing portion of our

compute and infrastructure investment to take the form of capital expenditures and other commitments,

including lease obligations, that require significant upfront payments well in advance of the related compute

becoming operational. We expect our capital expenditures to increase significantly as we expand our build-out,

and we expect these investments to result in significant net cash used in operating and investing activities for

the foreseeable future. Our net cash used in these activities may increase regardless of whether our financial

performance improves. The magnitude and timing of these investments are inherently uncertain and may

change materially over short periods, including as a result of decisions to accelerate or expand our build-out,

and such changes could rapidly and significantly affect our cash flows for a given period. In addition, these

investments are subject to known trends and uncertainties that could adversely affect our results of operations.

The compute and chips necessary for frontier model development are available from a limited number of

suppliers and geographies and are subject to intense competition, supply constraints, and evolving export

controls, and we have historically operated in a compute-constrained environment in which demand for

compute has exceeded the supply available to us. In addition, certain of the CSPs and chip partners on which we

rely provide us capital or credit support, serve as our infrastructure vendors, and develop and offer AI models

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and services that compete with ours. These relationships could give rise to conflicts of interest that affect our

access to compute, its cost, the prioritization of our workloads, or the terms on which such capital or credit

support is provided. For a discussion of these and other risks, see the section titled “Risk Factors.”

We believe our existing available cash and cash equivalents, together with cash generated from sales and

amounts available under our A&R Credit Facility (as defined below), will be sufficient to support working

capital, operating and finance lease payments, and capital expenditure requirements for at least the next 12

months from the date of this prospectus. However, our future capital requirements will depend on many

factors, including our revenue growth, the timing and extent of our investments in compute and infrastructure

capacity, including additional or expanded CSP, equipment lease, and data center arrangements, the success

and expansion of our sales, marketing, and business development strategies, any potential future investment in

complementary businesses, products, technologies, assets, and talent, risks associated with the AI industry, and

other factors described under “Key Factors Affecting Our Performance.” As a result of these and other factors,

we may be required to seek additional financing sooner than we currently anticipate. Even if we determine that

additional financing is required, we may not be able to raise it on terms acceptable to us or at all. Any such

financing, if completed, may be costly, dilutive, or lead to restrictions on how we operate our business. If we are

unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize

on our business opportunities because we lack sufficient capital, our business, financial condition, results of

operations, and cash flows would be adversely affected.

Over the longer term, we expect to have significant cash requirements as we continue to invest in our business,

primarily for compute and infrastructure, including our data center infrastructure build-out, as well as for

general operating needs. We expect to fund these long-term cash requirements through a combination of cash

flows from operations, proceeds from equity financings, including the net proceeds from this offering, proceeds

from debt financings and potential future indebtedness, and financing arrangements with our partners,

including under our note purchase agreements and our equipment lease and data center arrangements. Our

ability to meet these requirements over the long term depends on our ability to grow our revenue and generate

cash flows from operations and to access additional capital on acceptable terms. If sufficient funds are not

available, we may be required to reduce, defer, or forgo planned investments, which could adversely affect our

business, competitive position, and results of operations.

Revolving Credit Agreement

In May 2025, we entered into a Credit Agreement (as amended from time to time prior to the A&R Credit

Agreement (as defined below), the “Credit Agreement”) with certain lenders from time to time party thereto

and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the lenders, which

initially provided for a $2.5 billion senior secured revolving credit facility with a $400 million letter of credit

sublimit (the “Initial Credit Facility”). In September 2025, we amended the Initial Credit Facility to increase the

aggregate revolving commitments to $2.75 billion and in November 2025, we further amended the Initial Credit

Facility to increase the aggregate revolving commitments to $3.25 billion (the Initial Credit Facility, as

amended, the “Credit Facility”). As of June 30, 2026, we had no borrowings drawn under the Credit Facility and

$78 million of standby letters of credit outstanding. As of June 30, 2026, we were in compliance with all

covenants under the Credit Agreement.

In September 2026, we entered into an Amended and Restated Credit Agreement (the “A&R Credit

Agreement”), which amended and restated the Credit Agreement to provide for a $15 billion senior secured

revolving credit facility with the full amount thereof available for letters of credit (the “A&R Credit Facility”).

The A&R Credit Facility will mature on September 4, 2031, subject to earlier springing maturity if more than

$500 million in aggregate scheduled cash principal payments on certain of our indebtedness are required

within the 91-day period preceding the date on which any such scheduled principal payment is due, and we do

not have sufficient liquidity to make all such payments then due and remain in pro forma compliance with our

financial covenant, subject to certain other exceptions and conditions set forth in the A&R Credit Agreement.

The proceeds of the A&R Credit Facility may be used for working capital, general corporate purposes, and other

lawful purposes. We may request borrowings in U.S. dollars or certain other agreed currencies, subject to the

terms of the A&R Credit Agreement.

We may borrow, repay, and reborrow amounts under the A&R Credit Facility from time to time. We are

required to pay commitment fees on the unused portion of the A&R Credit Facility and fees in connection with

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letters of credit. On and after the Guarantee and Collateral Release Date (as defined below), such commitment

fees will vary depending on our credit ratings, as set forth in the A&R Credit Agreement. Our obligations under

the A&R Credit Facility are required to be guaranteed by certain of our material subsidiaries and secured by

substantially all of our assets and the assets of such subsidiary guarantors, subject to certain exceptions and

exclusions set forth in the A&R Credit Agreement. The A&R Credit Agreement further provides that, on and

after the date we have obtained an Investment Grade Rating (as defined in the A&R Credit Agreement) from at

least two out of three of Moody’s, S&P, and Fitch, at our election, all guarantees and security interests securing

the obligations under the A&R Credit Facility will be released, discharged, and terminated, subject to certain

conditions set forth in the A&R Credit Agreement (such date, the “Guarantee and Collateral Release Date”).

Borrowings under the A&R Credit Facility bear interest at rates based on either the Alternate Base Rate (as

defined in the A&R Credit Agreement), Term SOFR Rate (as defined in the A&R Credit Agreement), or other

applicable benchmark rates in the case of foreign currencies, plus an applicable margin. From and after the

Guarantee and Collateral Release Date, such applicable margin will vary depending on our credit ratings, as

more fully set forth in the A&R Credit Agreement. In addition, the A&R Credit Agreement includes customary

affirmative and negative covenants, including, but not limited to, restrictions on additional indebtedness, liens,

asset sales, investments, mergers, and restricted payments. On and after the Guarantee and Collateral Release

Date, the negative covenants limiting asset sales, investments, restricted payments, and affiliate transactions

will cease to apply and the negative covenants restricting additional indebtedness and liens will be modified in

certain respects, including to permit additional indebtedness, subject to a cap on certain indebtedness that is

secured by assets that do not secure the A&R Credit Facility or that is incurred or guaranteed by restricted

subsidiaries that are not guarantors under the A&R Credit Facility. The A&R Credit Agreement includes a

financial covenant requiring that we maintain liquidity of at least $5.0 billion as of the last day of each fiscal

quarter, beginning with the fiscal quarter ending December 31, 2026. The A&R Credit Agreement also includes

customary events of default, which, if triggered, could result in the acceleration of amounts due under the A&R

Credit Facility and termination of the commitments thereunder.

AMD Agreement

In July 2026, we entered into a hardware supply framework agreement (the “Hardware Supply Agreement”)

with Advanced Micro Devices, Inc. (“AMD”) to purchase, lease, or access AMD-based Helios rack-scale systems

featuring AMD Instinct™ MI450 series GPUs. Pursuant to the terms of the Hardware Supply Agreement, AMD

has provided a commitment to purchase up to $5.0 billion of our Class N common stock, which becomes

available for us to draw on in increments following the achievement of specified AMD GPU delivery and

deployment milestones. Based on the deployment schedule contemplated by the Hardware Supply Agreement,

we expect the first of such milestones to be achieved in 2027. Following the completion of this offering, any

purchases of our Class N common stock will be made at a price per share equal to the volume-weighted average

price of our Class A common stock over the 30 trading days immediately preceding the applicable closing date

of such purchase, and we must make any draw request within 12 months following the final delivery and

deployment of AMD GPU capacity under the Hardware Supply Agreement.

Convertible Notes

Overview

We have entered into NPAs with each of Google (through Google LLC), Amazon (through Amazon Web

Services, Inc.), and Broadcom that provide for the issuance of convertible promissory notes and, in certain

cases, shares of our non-voting capital stock. Our NPAs with Google consist of agreements entered into in

September 2023 and August 2024, pursuant to which all convertible promissory notes previously issued

thereunder have been fully converted into non-voting redeemable convertible preferred stock and under which

no additional notes may be issued, and an agreement entered into in March 2026 (“Google 2026 NPA”), which

provides for potential future financing capacity, subject to certain conditions described below. Our NPAs with

Amazon consist of the Amazon 2023 NPA and the Amazon 2024 NPA, pursuant to which we previously issued

convertible promissory notes, approximately $6.2 billion aggregate principal amount of which remains

outstanding as described below under “—Outstanding Notes,” and under which no additional notes may be

issued, and the 2026 Stock Purchase and Convertible Note Facility Agreement, dated as of April 20, 2026, by

and between us and Amazon (“Amazon 2026 NPA”), which provides for potential future financing capacity,

subject to certain conditions described below. The Infrastructure Partner 2026 NPA provides for potential

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future financing capacity, if needed, subject to certain conditions described below. The principal economic

terms of the NPAs that relate to our outstanding notes and potential future financing capacity are summarized

in the tables below. To the extent an NPA creates an obligation to issue notes in the future, that obligation is

accounted for as a derivative liability on our consolidated balance sheets until the related note is issued. For

additional information, including the historical issuance and conversion of notes under these agreements, see

Notes 9 and 16 to our consolidated financial statements included elsewhere in this prospectus.

Outstanding Notes

The following table summarizes the notes outstanding under our NPAs as of June 30, 2026, which consist

entirely of non-interest-bearing rollover notes issued to Amazon under the Amazon 2023 NPA and the Amazon

2024 NPA, neither of which provides for the issuance of additional notes. Under the terms of the applicable

notes, and unless Amazon elects in its sole discretion to waive the limitation, no portion of a note converts to

the extent that, immediately following the conversion, Amazon would hold more than 12% of our capitalization,

calculated for this purpose to include all of our outstanding capital stock on an as-converted basis together with

shares underlying our outstanding equity awards and other outstanding convertible securities. The portion of

each note that could not convert without exceeding this ownership cap was reissued as a rollover note in lieu of

the shares of our non-voting redeemable convertible preferred stock that would otherwise have been issued to

Amazon.

Counterparty		Agreement		Principal Amount Outstanding (in millions)		Conversion Price Per Share(1)		Class N Shares Issuable on Conversion(2)
Amazon		Amazon 2023 NPA(3)		$ 2,186		$ 2.0928		1,044,716,970
Amazon		Amazon 2024 NPA(4)		4,017		$ 5.0478		795,727,992
Total				$ 6,203				1,840,444,962

______________

(1)In connection with this offering, the notes will convert, subject to Amazon’s ownership cap, which may be waived at Amazon’s

election, into shares of Class N common stock at the lower of the fixed conversion price per share reflected in the table and the

initial price per share of Class A common stock set forth on the cover of this prospectus (“IPO Price”). Following this offering,

any notes that could not convert in connection with this offering due to the holder’s ownership cap will convert at the end of

each fiscal quarter at the lowest of such fixed price, the IPO Price, and the 10-day trailing volume-weighted average price of our

Class A common stock, subject to such continued ownership cap.

(2)Assumes conversion at the applicable price in the column titled “Conversion Price Per Share” and represents the aggregate

number of shares of Class N common stock issuable upon conversion of the notes, without giving effect to the holder’s

ownership cap. The principal amount of any notes that cannot convert without exceeding the applicable ownership cap will be

re-issued as a non-interest-bearing “rollover note” with substantially identical terms (other than any reduction in principal as a

result of any partial conversion up to Amazon’s ownership cap). The remaining rollover notes would remain outstanding

following this offering and would automatically convert at the end of each subsequent fiscal quarter as described above, to the

extent such conversion would not exceed Amazon’s ownership cap, which may be waived at Amazon’s election. The number of

shares of Class N common stock issued upon conversion at the completion of this offering, and the aggregate principal amount

of notes remaining outstanding as rollover notes following this offering, will be determined based on the final offering size and

Amazon’s election with respect to the ownership cap.

(3)Matures March 2034, subject to earlier repayment or conversion.

(4)Reflects the aggregate principal amount of notes outstanding under the Amazon 2024 NPA, which were issued across three

tranches, and will mature in January 2035, May 2035, and November 2035, as applicable, in each case subject to earlier

repayment or conversion.

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Note Purchase Agreements

The following table summarizes the aggregate principal amounts of notes that may be issued and the aggregate

principal amounts outstanding under our undrawn NPA facilities as of June 30, 2026. The principal terms of

each facility are described under the applicable counterparty heading below.

Counterparty		Agreement		Aggregate Amount Available for Issuance (in millions)		Principal Amount Outstanding (in millions)		Draw Period Ends
Google		Google 2026 NPA		$       20,000(1)		$ —		December 2030
Amazon		Amazon 2026 NPA		15,000		—		(2)
Broadcom(3)		Infrastructure Partner 2026 NPA		42,000		—		(4)
Total				$ 77,000		$ —

______________

(1)Subject to reduction by up to $10.0 billion if Google exercises its option to purchase shares of our Class N common stock in a

private placement concurrent with this offering at the public offering price. See the section titled “—Google” for more

information.

(2)30 months following the completion of this offering, or earlier upon the termination of certain commercial agreements with

Amazon.

(3)Broadcom may assign the Infrastructure Partner 2026 NPA to a designated financial partner, subject to our consent (not to be

unreasonably withheld).

(4)Five years from the start of the draw period, subject to earlier termination. See the section titled “—Broadcom” for more

information.

Amazon

The following table summarizes the principal terms of the Amazon 2026 NPA, which provides for potential

future issuances of convertible promissory notes subject to the limitations described below. As described above

under the section titled “—Outstanding Notes,” due to Amazon’s ownership cap, notes issued under the Amazon

2023 NPA and Amazon 2024 NPA were previously converted into non-interest-bearing rollover notes.

Conversion Terms

Agreement

Original Principal Amount Available for Issuance

Remaining Principal Amount Available for Issuance(1)

Principal Amount Outstanding (1)

Interest Rate

Maturity

At IPO

Post-IPO

Amazon 2026 NPA

$15.0 billion

$15.0 billion(2)

$ —

N/A

10 years from date of issuance

N/A(2)

Each draw is settled by issuing shares of our Class N common stock at a price equal to the 30-day trailing volume-weighted average price of our Class A common stock as of the date the relevant compute capacity milestone is achieved, subject to the ownership cap.

______________

(1)As of June 30, 2026.

(2)We do not expect any notes to be issued under the Amazon 2026 NPA prior to the completion of this offering.

Note or share issuances under the Amazon 2026 NPA may be made until the earlier of (i) 30 months after this

offering and (ii) the termination of certain commercial agreements between us and Amazon. Amounts under

the Amazon 2026 NPA will become available to us in $5.0 billion increments following the achievement of the

relevant compute capacity milestones pursuant to certain commercial agreements between us and Amazon, and

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notes issued prior to our initial public offering may be issued in $1.0 billion increments upon our draw

requests.

To the extent shares of our Class N common stock cannot be issued upon conversion of the notes without

exceeding Amazon’s ownership cap, the principal amount of such note that could not be converted will be re-

issued as a non-interest-bearing rollover note maturing 10 years from issuance and convertible into shares of

our Class N common stock at the end of each fiscal quarter, with any unconverted balance payable in cash at

maturity or, at Amazon’s election, by set-off against certain amounts Amazon owes us under our commercial

agreements. See the section titled “—Convertible Notes—Outstanding Notes” for more information on our

outstanding notes issued to Amazon.

In connection with certain liquidation transactions, Amazon may elect to receive cash in lieu of conversion.

Upon specified events of default, we may be required to repay the outstanding principal amount of notes and

accrued interest in five equal installments.

Broadcom

The following table summarizes the principal terms of the Infrastructure Partner 2026 NPA under which we

may issue, if needed, convertible promissory notes solely to finance quarterly rent obligations under the 2026

Lease Arrangement. See the section titled “—Contractual Obligations—Infrastructure Equipment Leases.”

Conversion Terms

Agreement

Original Principal Amount Available for Issuance

Remaining Principal Amount Available for Issuance(1)

Principal Amount Outstanding(1)

Interest Rate

Maturity

At IPO

Post-IPO

Infrastructure Partner 2026 NPA(2)

$42.0 billion

$42.0 billion(3)

$ —

9.00% per annum(4)

60 months from the start of the draw period for the first $24.0 billion of notes issued, 63 months for amounts exceeding $24.0 billion but less than $32.0 billion, and 57 months for amounts exceeding $32.0 billion

N/A(3)

The holder may elect to convert any outstanding notes into shares of our Class N common stock at a conversion price equal to 90% of the 30-day trailing volume- weighted average price of our Class A common stock(4)

______________

(1)As of June 30, 2026.

(2)Broadcom may assign the Infrastructure Partner 2026 NPA to a designated financial partner, subject to our consent (not to be

unreasonably withheld).

(3)We do not expect any notes to be issued under the Infrastructure Partner 2026 NPA prior to the completion of this offering.

(4)Interest on the notes is paid in kind by capitalizing accrued interest into principal. Any notes issued during a period in which

certain revenue performance conditions are not met bear interest at 13.00% per annum and convert at 85%, rather than 90%,

of the applicable price.

We may issue notes under the Infrastructure Partner 2026 NPA, if needed, through the fifth anniversary of the

start of the draw period (which has not yet commenced and which will begin upon the serviceability of the

infrastructure equipment pursuant to the terms of the 2026 Lease Arrangement), subject to earlier termination

in certain circumstances, solely to finance quarterly rent payments under the 2026 Lease Arrangement. Our

ability to issue notes under the Infrastructure Partner 2026 NPA is subject to various conditions, including

certain revenue growth rate conditions that are significantly below our actual revenue growth rates during all

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quarters of 2025 and thus far in 2026, our continued compliance with the minimum liquidity requirement

under the A&R Credit Facility, and our continued performance under the Lease Arrangements (as defined

below), and our ability to issue these notes terminates if these conditions are not met for a sustained period.

Our obligations under the notes are guaranteed by certain of our subsidiaries and, together with such

guarantees, are secured on a junior basis by the collateral securing the 2026 Lease Arrangement.

Upon an early buy-out of leased equipment at our election or if Broadcom or a designated financial partner

demands a stipulated loss payment under the 2026 Lease Arrangement, Broadcom or a designated financial

partner may require us to settle a portion of the notes in cash or in shares of our Class N common stock at the

conversion price described above. If we experience a change of control or similar liquidation event, Broadcom

or a designated financial partner may elect to receive cash equal to 150% of the then-outstanding principal

amount of and accrued interest on the notes or to convert such notes immediately prior to the closing of such

liquidation transaction.

The Infrastructure Partner 2026 NPA contains customary events of default, including payment defaults under

the Lease Arrangements and cross-defaults to material indebtedness, upon which Broadcom or a designated

financial partner that holds the notes may accelerate any outstanding notes and terminate any remaining

commitment. In connection with the Infrastructure Partner 2026 NPA, we entered into a registration rights

agreement with Broadcom with respect to any shares of Class N common stock issued upon conversion of the

notes. See “Description of Capital Stock—Registration Rights.”

Google

The following table summarizes the principal terms of the Google 2026 NPA, which provides for potential

future issuances of notes subject to the limitations described below.

Conversion Terms

Agreement

Original Principal Amount Available for Issuance

Remaining Principal Amount Available for Issuance(1)

Principal Amount Outstanding(1)

Interest Rate

Maturity

At IPO

Post-IPO

Google 2026 NPA

$20.0 billion

$20.0 billion(2)

$ —

N/A(2)

N/A(2)

N/A(2)

For post- IPO draws, Google may elect to receive either (i) a convertible promissory note on terms to be mutually agreed or (ii) shares of our Class N common stock at the 30-day trailing volume- weighted average price of our Class A common stock.(3)

______________

(1)As of June 30, 2026.

(2)We do not expect any amounts to be issued under the Google 2026 NPA prior to the completion of this offering. If Google elects

to receive any convertible promissory notes following the offering, the terms will be mutually agreed by us and Google. See the

“Post-IPO” column.

(3)To the extent the terms of a convertible promissory note cannot be agreed by us and Google, the draw is settled in shares of

Class N common stock at the 30-day trailing volume-weighted average price of our Class A common stock.

Requests for note issuances under the Google 2026 NPA can be made through December 31, 2030 and are

driven by the achievement of certain conditions under certain third-party compute agreements and specified

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TTM revenue targets, which we have historically surpassed. Each note issuance is funded over five quarterly

closings unless Google elects to fund it in a single closing, and Google may elect to defer funding of revenue-

linked draws. To the extent shares cannot be issued without exceeding Google’s ownership cap, which limits

issuances of shares under the Google 2026 NPA to the extent such issuances would cause Google’s ownership of

us to exceed 14.99% of our outstanding capitalization on a post-money, as-converted basis as calculated in

accordance with the terms of the Google 2026 NPA, unless Google elects to waive it in its sole discretion, the

excess will be funded through a non-interest-bearing rollover note maturing 10 years from issuance and

convertible into Class N common stock at the end of each fiscal quarter, with any unconverted balance payable

in cash at maturity.

In connection with the Google 2026 NPA, we granted Google an option to purchase up to $10.0 billion of our

Class N common stock in a private placement concurrent with this offering at the public offering price, which

would reduce the amount of notes available for issuance under the Google 2026 NPA by a corresponding

amount if exercised. We also entered into a registration rights agreement with Google. See “Description of

Capital Stock—Registration Rights.”

Cash Flows

The following table shows a summary of our cash flows for the periods presented:

	Year Ended December 31,						Six Months Ended June 30,
(in millions)	2023		2024		2025		2025		2026
Net cash provided by (used in)
Operating activities	$ (1,627)		$ (5,692)		$ (2,637)		$ (1,513)		$ 3,929
Investing activities	(2)		(22)		(3,077)		(49)		(17,181)
Financing activities	2,320		7,248		19,960		4,749		110,774

Operating Activities

Net cash used in operating activities for the year ended December 31, 2025 decreased by $3.1 billion compared

to the year ended December 31, 2024. The decrease was primarily driven by a decrease in prepaid hosting

services reflecting the consumption during 2025 of hosting capacity that had been prepaid in prior periods and

an increase in accounts payable, accrued expenses, and other current liabilities due to increased CSP costs and

the timing of related payments. The decrease was partially offset by higher cash payments, including a payment

related to the Bartz settlement, higher cash compensation costs from headcount growth, and an increase in

accounts receivable.

Net cash used in operating activities for the year ended December 31, 2024 increased by $4.1 billion compared

to the year ended December 31, 2023. The increase was primarily driven by an increase in prepaid hosting

services due to business expansion requiring additional hosting capacity.

Cash provided by operating activities was $3.9 billion for the six months ended June 30, 2026 as compared to

cash used in operating activities of $1.5 billion for the six months ended June 30, 2025. Our operating cash

flows result primarily from cash received from our customers, offset by cash payments we make for products

and services, employee compensation, operating leases, and interest payments. The increase in operating cash

flow was primarily driven by an improvement in net loss adjusted for non-cash items, and changes in working

capital, primarily reflecting the timing of payments to vendors and cash receipts from customers. Working

capital at any point in time is subject to many variables, including the timing of billings and cash collections,

vendor payment terms, and the timing of invoice receipt and payment.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2025 increased by $3.1 billion compared

to the year ended December 31, 2024. The increase was primarily driven by increased purchases of new

marketable securities, including U.S. Treasury and agency securities and corporate debt securities, as well as

higher capital expenditures related to servers, networking and infrastructure equipment, and purchases of

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intangible assets. These increases were partially offset by proceeds from sales and maturities of marketable

securities.

Net cash used in investing activities for the year ended December 31, 2024 increased by $20 million compared

to the year ended December 31, 2023. The increase was primarily driven by increased capital investments in

leasehold improvements and purchases of intangible assets.

Cash used in investing activities was $17.2 billion for the six months ended June 30, 2026 as compared to cash

used in investing activities of $49 million for the six months ended June 30, 2025, which primarily reflects the

increased purchases of short-term investments, including commercial paper, U.S. Treasury and agency

securities and corporate debt securities, in addition to higher capital expenditures related to servers,

networking and infrastructure equipment. This was partially offset by proceeds from sales and maturities of

marketable securities.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2025 increased by $12.7 billion

compared to the year ended December 31, 2024. The increase was primarily driven by increased proceeds from

the issuance of redeemable convertible preferred stock, net of issuance costs.

Net cash provided by financing activities for the year ended December 31, 2024 increased by $4.9 billion

compared to the year ended December 31, 2023. The increase was primarily driven by increased proceeds from

the issuance of convertible notes for cash and increased proceeds from the issuance of redeemable convertible

preferred stock, net of issuance costs.

Cash provided by financing activities was $110.8 billion for the six months ended June 30, 2026 as compared to

cash provided by financing activities of $4.7 billion for the six months ended June 30, 2025. Cash inflows from

financing activities primarily resulted from proceeds from the issuance of redeemable convertible preferred

stock, net of issuance costs.

Off-Balance Sheet Arrangements

Other than hosting services and lease commitments incurred in the normal course of business, funding

commitments related to our equity method investments, and guaranty and cost reimbursement arrangements

with developers to support data center capacity development (see Notes 3, 7 and 13 to our consolidated

financial statements included elsewhere in this prospectus for more information), we did not have during the

periods presented, and we do not currently have, any off-balance sheet financing arrangements or any

relationships with unconsolidated entities or financial partnerships.

Contractual Obligations

In aggregate, the contractual obligations in the table below plus the short-term and subsequent commitments,

as well as leases not yet commenced, each described in the paragraphs below are approximately $ ,

substantially all of which is related to compute and infrastructure.

The following table summarizes our contractual obligations as of :

Payments Due by Year

(in millions)

Total

2026

2027

2028

2029

2030

Thereafter

Operating leases(1)

Finance leases(2)

Purchase commitments(3)

Total(4)(5)

______________

(1)Consists of operating leases for corporate offices and compute and infrastructure with a weighted-average remaining lease term

of years as of . See Note 7 to our consolidated financial statements for more information.

(2)Consists of finance leases for compute and infrastructure with a weighted-average remaining lease term of years as of

. See Note 7 to our consolidated financial statements for more information.

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(3)Primarily consists of future minimum payments under CSP hosting and other third-party infrastructure service agreements.

The table reflects future minimum payments under our non-cancelable purchase commitments with a remaining term in excess

of one year. See Note 13 to our consolidated financial statements for more information.

(4)Excludes $ aggregate principal amount outstanding under convertible promissory notes as of , which are expected to

be settled in shares rather than cash. We may issue up to an additional $ of convertible promissory notes, subject to

applicable conditions. See the section titled “—Convertible Notes” for more information.

(5)Excludes certain other compute and infrastructure agreements that do not specify a fixed dollar commitment which are not

included in the aggregate above. Payments under these agreements will depend on the capacity made available and deployed,

delivery timing, pricing mechanics, and the satisfaction of certain other deployment conditions. Because these factors are not

yet determinable, the total amount of payments under these agreements is uncertain, but we currently estimate such payments

to be approximately $ to $ . We expect these amounts to be payable over time after the capacity is delivered. See “—

Infrastructure Service Arrangements” below.

The table above reflects our contractual obligations as of , and includes obligations that are fixed and

determinable as of such date. For agreements with variable terms, the amounts described above include only

minimum payments and/or pricing to which we are contractually committed and exclude variable payments in

excess of such minimums.

The table above does not include short-term commitments that are cancelable without penalty within one year

or amounts under agreements with a remaining contractual term of one year or less. Minimum payments under

such contracts were approximately $ as of .

Further, the table above does not include leases executed and not yet commenced as of , with total

estimated future undiscounted lease obligations of approximately $ . Generally, these lease obligations will

commence between and , with lease terms ranging from less than years to years.

In addition, the table above does not reflect commitments entered into after , with aggregate future

minimum payment obligations of approximately $ . We also entered into certain agreements after

that are short term in nature. Minimum payments under such contracts are approximately $ . See Note 17

to our consolidated financial statements included elsewhere in this prospectus for more information on

commitments entered into subsequent to .

Approximately $ of our contractual obligations are expected to be paid in the next 12 months.

Consistent with our compute and data center strategy, we expect to continue to enter into additional

arrangements to secure compute and infrastructure capacity, and to make significant related investments as we

scale our business.

The following describes certain of our most significant existing arrangements. We are also party to other

compute infrastructure service arrangements and leases that are not described below.

Infrastructure Service Arrangements

In November 2025, we entered into an agreement with Microsoft, which was subsequently amended in

February and October 2026, pursuant to which we committed to spend an aggregate of at least $44.9 billion

between November 2026 and May 2033, regardless of actual usage. Our commitment under such agreement is

non-cancelable except in the event of Microsoft’s uncured material breach or, on a per-tranche basis, for

undelivered tranches.

In March 2026, we entered into an agreement with Google, which was subsequently amended between May and

August 2026, and pursuant to which we committed to spend at least approximately $114.5 billion between April

2026 and July 2033, regardless of actual usage. If our actual spend falls short, we must pay Google the

difference as a true-up subject to certain adjustments and exceptions if available. Our commitments under such

agreement are non-cancelable except in the event of Google’s uncured material breach. In addition, we also

committed to procure additional TPU compute from TPU providers, including Google, to be delivered between

2028 and 2031. The payment obligations for such additional compute are determined by the capacity made

available, the manner in which it is deployed, the pricing mechanics, and the satisfaction of certain deployment

conditions. We estimate the aggregate future payments for such additional compute to be approximately $125.0

billion to $150.0 billion, which are not included in the contractual commitments table above.

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In April 2026, we entered into an agreement with Amazon, pursuant to which we committed to spend an

aggregate of at least $110.0 billion between May 2026 and April 2036, regardless of actual usage. If our actual

spend falls short, we must pay Amazon the difference as a true-up subject to certain adjustments and

exceptions if available. Our commitment under such agreement is non-cancelable except in the event of

Amazon’s uncured material breach.

Between May and October 2026, we entered into and amended several agreements with SpaceX.AI LLC

(formerly known as X.AI LLC) (“SpaceXAI”), a wholly owned subsidiary of Space Exploration Technologies

Corp. (collectively, the “SpaceXAI Arrangements”), to access compute powered by NVIDIA GPUs. Under the

SpaceXAI Arrangements, we agreed to spend an aggregate of up to $120.5 billion over terms extending into

2029, consisting of approximately $3.1 billion in the aggregate per month once all capacity has been delivered,

which we expect in December 2026, with different fees during capacity ramping periods. Following initial non-

cancelable periods ending in January 2027 and March 2027 under the respective agreements, each agreement

may be cancelled by either party upon 90 days’ advance written notice.

Under the Hardware Supply Agreement with AMD, we committed to obtain an initial tranche of compute

capacity in calendar year 2027 by purchasing AMD-based Helios rack-scale systems from approved

manufacturers or by accessing such systems through third-party service providers, provided certain conditions

related to deployment proposals are met. The agreement does not specify a fixed dollar commitment. If we

procure the full amount of this initial committed capacity, we expect aggregate expenditures to exceed $20.0

billion over the term of the agreement, which are not included in the contractual commitments table above. The

agreement also provides for the potential procurement of additional capacity of up to approximately the

amount of our initial commitment. Our agreement with AMD is non-cancelable by us except in the event of

AMD’s uncured material breach and will automatically terminate 12 months after both parties fulfill their

commitments under the agreement and all ordered AMD GPU capacity has been delivered.

In August 2026, we entered into GPU services agreements (collectively, the “Nscale Services Agreements”) with

wholly owned subsidiaries of Nscale Global Holdings Limited (together with its affiliates, “Nscale”) to access

compute powered by NVIDIA GPUs. Under the Nscale Services Agreements, we agreed to spend an aggregate of

up to approximately $44.6 billion over terms extending into 2033, with fees accruing only as capacity is

delivered to and accepted by us. Nscale is required to use best efforts to obtain qualifying financing for the

NVIDIA GPUs and data center infrastructure within a specified period following the effective date of such

agreements (or such later date as may be mutually agreed by the parties and subject to additional negotiation).

Otherwise, our commitment under each agreement is non-cancelable except in limited circumstances, including

Nscale’s failure to meet specified delivery or service availability requirements or an uncured material breach by

the applicable Nscale entity.

In May, June and August 2026, we entered into agreements (collectively, the “Lambda Agreements”) with

Lambda, Inc. (“Lambda”) to access compute powered by NVIDIA GPUs. Under the Lambda Agreements, we

agreed to spend an aggregate of approximately $41.3 billion over terms extending into 2034, with fees accruing

only as capacity is delivered to and accepted by us. Under our August 2026 agreement, which represents

approximately $34.9 billion of the aggregate commitment, either party may terminate if Lambda does not

timely secure the facility lease. Otherwise, our commitment under each of the Lambda Agreements is non-

cancelable except in the event of Lambda’s uncured material breach or certain other limited circumstances and,

for certain of the Lambda Agreements, on a per-tranche basis if Lambda fails to meet specified delivery

milestones for that tranche.

Infrastructure Equipment Leases

We have entered into five-year master equipment leases with Broadcom, pursuant to which we receive such

hardware for deployment in dedicated data center facilities operated by others on our behalf (the “Lease

Arrangements”). These Lease Arrangements are accounted for as finance leases. Our rent payments over the life

of these leases are equal to an aggregate of approximately $161.2 billion excluding interest, with rent payable in

quarterly installments and payment obligations typically commencing upon AI infrastructure equipment

becoming “ready for service” at the applicable data center facility. Rent payments may commence earlier in

certain circumstances, such as when the readiness of a data center facility is delayed. The Lease Arrangements

provide us with access to TPU-based compute capacity, a portion of which began to come online in 2026, with

additional capacity expected to come online starting in 2027. The Lease Arrangements are non-cancelable by

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either party during the applicable lease period except in the case of a default. In connection with the 2026 Lease

Arrangement, we deposited cash into a restricted cash account for the benefit of Broadcom and may be required

to deposit additional cash under certain circumstances for the benefit of Broadcom. Our two special purpose

subsidiaries entered into agreements for the Lease Arrangements, the obligations of which are guaranteed by

Anthropic, PBC, and such obligations are secured by the leased equipment. Further, we agreed to customary

events of default, including cross-defaults, upon which our obligations may be accelerated. We may, if needed,

finance a certain amount of our quarterly rent payments under the 2026 Lease Arrangement through the

issuance of convertible promissory notes under the Infrastructure Partner 2026 NPA in certain circumstances.

See the section titled “—Convertible Notes—Broadcom” for more information. In the second quarter of 2026,

Broadcom assigned a portion of its rights under one of the master equipment leases to another third party.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss

that may impact our financial position due to adverse changes in financial market prices and rates. Our market

risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

As of June 30, 2026, we had $112.4 billion of cash and cash equivalents and $19.3 billion of short-term

investments in a variety of securities, including money market funds, U.S. Treasury and agency securities,

corporate debt securities, and commercial paper. In addition, we had $2.5 billion of restricted cash primarily

due to amounts held as collateral for our lease and other obligations. Our cash, cash equivalents, and short-

term investments are held for working capital purposes, and we do not enter into investments for trading or

speculative purposes. Due to the relatively short-term nature of our investment portfolio, a hypothetical 100

basis point increase or decrease in interest rates would not have had a material effect on the fair value of our

investment portfolio as of June 30, 2026.

Foreign Currency Exchange Risk

We transact business globally in multiple currencies, with the vast majority of our revenue denominated in U.S.

dollars and, to a lesser extent, other currencies such as euros and British pounds. Our international revenue, as

well as costs and expenses denominated in foreign currencies, and intercompany transactions with our foreign

subsidiaries, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. A

hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a

material impact on our consolidated financial statements as of June 30, 2026. We have not entered into

derivative or hedging transactions, but we may enter into such arrangements in the future if our exposure to

foreign currency becomes more significant.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial

statements, which have been prepared in accordance with GAAP. GAAP requires us to make certain estimates

and judgments that affect the amounts reported in our financial statements. We base our estimates on historical

experience, anticipated future trends, and other assumptions we believe to be reasonable under the

circumstances. Because these accounting policies require significant judgment, our actual results may differ

materially from our estimates.

We believe that of our significant accounting policies, which are described in Note 1 to our consolidated

financial statements included elsewhere in this prospectus, the following accounting policies involve a greater

degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in

fully understanding and evaluating our consolidated financial condition, results of operations, and cash flows.

Stock-Based Compensation

We measure compensation expense for all stock-based payment awards, including stock options and RSUs,

granted to employees, directors, and other service providers, based on the estimated fair value of the awards on

the date of grant. The most significant input in determining the fair value of a stock option is the estimated fair

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value of our common stock. The estimated fair value of our common stock is also used to measure the grant

date fair value of RSUs and RSAs, including those subject to performance-based vesting conditions.

Stock Options

We estimate the fair value of stock options granted to employees, consultants, officers, and directors using the

Black-Scholes-Merton option pricing model on the date of grant. The fair value of stock options that are

expected to vest is recognized as compensation expense on a straight-line basis over the requisite service

period. Forfeitures are accounted for when they occur.

The Black-Scholes-Merton model considers several variables and assumptions in estimating the fair value of

stock-based awards. These variables include:

▪Fair Value of Common Stock. Because our common stock is not yet publicly traded, we must estimate

the fair value of our common stock. Our board of directors considers numerous objective and

subjective factors to determine the fair value of our common stock as discussed in the section titled “—

Common Stock Valuations” below.

▪Expected Volatility. Since we have no trading history of our common stock, the expected volatility of

our underlying common stock is estimated by taking the weighted-average historical volatility of a

group of comparable publicly traded companies over a period equal to the expected life of the options.

•Expected Term. Expected term represents the period over which we anticipate stock-based awards to

be outstanding. We estimate the expected term based on the options’ vesting term and contractual

terms, such that the expected life is equal to the average of the stock-based award’s weighted-average

vesting period and its contractual term.

•Risk-free Rate. The expected risk-free rate assumption is based on the U.S. Treasury instruments

whose term is consistent with the expected term of the stock options.

•Expected Dividend Yield. The expected dividend yield is zero, as we have never declared or paid any

dividends and have no current plans to do so.

As of June 30, 2026, there was approximately $2.8 billion of total unrecognized compensation cost related to

unvested stock options, which is expected to be recognized over a weighted-average period of 1.2 years.

Restricted Stock Units and Restricted Stock Awards

We have granted RSUs to our employees and non-employee service providers under our 2021 Plan. RSUs

outstanding as of June 30, 2026 have both service-based and performance-based vesting conditions. The

service-based vesting period for these awards is typically four years. Upon satisfaction of the performance

condition, RSUs for which the service-based vesting condition has also been satisfied will vest immediately, and

any remaining unvested RSUs will vest ratably over the remaining service period. The performance condition is

generally satisfied upon the occurrence of a change in control event or the effective date of the registration

statement of which this prospectus forms a part.

As of June 30, 2026, no stock-based compensation expense had been recognized for such RSUs because the

performance condition was not satisfied. In connection with this offering, we will begin recording stock-based

compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method.

As of June 30, 2026, there was approximately $26.6 billion of total unrecognized stock-based compensation

expense related to RSUs. Of that amount, $2.9 billion relates to RSUs for which the service-based vesting

condition had been satisfied or partially satisfied. Following the completion of this offering, stock-based

compensation expense related to our RSUs will result in increases in our expenses in future periods, in

particular the quarter in which this offering is completed, as the performance-based vesting condition

applicable to a significant portion of our outstanding RSUs will be satisfied upon the effectiveness of the

registration statement of which this prospectus forms a part. Upon the completion of this offering, we will

record cumulative stock-based compensation expense of approximately $ related to RSUs outstanding as

of the date of this prospectus, for which (i) the service-based vesting condition is fully or partially satisfied as of

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such date and (ii) the performance-based vesting condition is satisfied upon the effectiveness of the registration

statement of which this prospectus forms a part.

We have granted RSAs to founders, early employees, advisors, and in connection with acquisitions. The RSAs

consist of awards with a service-based vesting condition. RSAs are measured at fair value of the underlying

common stock on the date of grant. We record compensation cost for these awards using the straight-line

method over the requisite service period.

Common Stock Valuations

Prior to our initial public offering, given the absence of a public trading market of our Class A common stock,

and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide,

Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors

exercised reasonable judgment and considered numerous objective and subjective factors to determine the best

estimate of the fair value of our common stock, including:

•contemporaneous third-party valuations of our common stock;

•the prices paid for common or redeemable convertible preferred stock sold to third-party investors by

us and prices paid in secondary transactions, including any tender offers;

•the rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of

our common stock;

•actual and forecasted operating and financial performance;

•our stage of development;

•the industry outlook;

•the lack of marketability of our common stock;

•the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company,

given prevailing market conditions;

•the history and nature of our business, industry trends, and competitive environment; and

•general economic outlook, including economic growth, inflation and unemployment, interest rate

environment, and global economic trends.

Our board of directors determined the fair value of our common stock by first determining the enterprise value

of our business and then allocating the value among the various classes of our securities to derive a per share

value of our common stock. The enterprise value of our business was primarily estimated by reference to the

closest round of equity financing to the date of the valuation.

In allocating the enterprise value of our business among the various classes of stock prior to this offering, we

used a hybrid method based on a contingent claims analysis (“CCA”) and a common stock equivalent (“CSE”)

method. The CCA is based on the Black-Scholes-Merton option pricing model, which models each class of stock

as a call option with a unique claim on our assets. The CSE method presumes that all shares of redeemable

convertible preferred stock convert into common stock based upon their conversion terms and other differences

in the rights and preferences of the shares of redeemable convertible preferred stock are ignored.

After the allocation of enterprise value to the various classes of stock, a discount for lack of marketability

(“DLOM”) is applied to arrive at a fair value of the common stock. A DLOM is meant to account for the lack of

opportunity to sell a private company stock that is not traded on public exchanges. In making the final

determination of common stock value, consideration is also given to the recent sales and/or expected sales of

common stock.

Application of these approaches involves the use of estimates, judgment, and assumptions that are complex and

subjective, such as those regarding our expected future revenue, expenses, and future cash flows, discount

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rates, market multiples, the selection of comparable companies, and the probability of possible future events.

Changes in any or all of these estimates and assumptions or the relationships between those assumptions

impact our valuations as of each valuation date and may have a material impact on the valuation of our

common stock.

Following this offering, it will not be necessary to determine the fair value of our common stock, as the shares of

our common stock will be traded in the public market.

Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs

We elected to account for our convertible notes at fair value pursuant to Accounting Standards Codification

(“ASC”) Topic 825, Financial Instruments. The convertible notes are recognized at their estimated fair value on

our consolidated balance sheet, and changes in fair value are recorded in change in fair value of convertible

notes, derivative liabilities, and SAFEs in our consolidated statement of operations. We elected the fair value

option to eliminate the accounting complexity that would otherwise result from separately accounting for the

liability and equity components of the convertible notes under the traditional bifurcation model.

In connection with the 2023 and 2024 note purchase agreements with both Amazon and Google, we recognized

derivative liabilities representing obligations to issue future convertible notes pursuant to the terms of those

agreements. The derivative liabilities were measured at estimated fair value, with changes in fair value recorded

in change in fair value of convertible notes, derivative liabilities, and SAFEs in the consolidated statement of

operations.

The estimated fair value of the convertible promissory notes is determined using a hybrid approach comprising

a CCA and a CSE method. The analysis estimates the fair value of the convertible promissory notes using a

scenario-based analysis that considers the probability-weighted present value of the instruments across the

range of possible outcomes available to the note holders, including conversion into redeemable convertible

preferred stock, Class N common stock, cash repayment at maturity, and cash settlement at a premium upon a

change of control. The scenarios included consider the probability-weighted value of the instruments in the

CCA and CSE framework.

The application of this methodology involves the use of complex and subjective estimates, judgments, and

assumptions, including the probability and timing of each settlement scenario such as a qualified equity

financing, initial public offering, direct listing, or change of control; the estimated fair value of our equity

securities into which the notes may convert; the applicable conversion prices, which vary by note series and are

contingent on factors such as elapsed time since issuance and contractual caps and percentage discounts; and

the ownership thresholds and rollover provisions that determine the extent to which principal balances convert

into equity versus being reissued as rollover notes. In particular, the ownership cap and rollover mechanism—

whereby conversion is capped at specified ownership thresholds and any unconverted principal balance is re-

issued as a non-interest bearing rollover note that remains subject to fair value measurement—requires

significant judgment in estimating what proportion of each note financing will convert versus roll over, because

this determination depends on the size and structure of future equity financings that are inherently uncertain.

Changes in any or all of these estimates and assumptions, or the relationships between those assumptions,

impact our valuations as of each measurement date and may have a material impact on the amounts recognized

in our consolidated statement of operations.

The fair value option election described above also applied to the SAFEs that we issued during the year ended

December 31, 2023. The SAFEs were measured at estimated fair value using the same scenario-based

framework, with the monetary settlement amount fixed at inception and the number of equity shares received

upon conversion being variable; consistent with the convertible notes, changes in fair value were recorded in

change in fair value of convertible notes, derivative liabilities, and SAFEs in the consolidated statement of

operations. All SAFEs were converted into redeemable convertible preferred stock during the years ended

December 31, 2023 and 2024, and no SAFEs remained outstanding as of December 31, 2024 or 2025. No

SAFEs were outstanding at any point during the six months ended June 30, 2026. Accordingly, the primary

ongoing estimation exposure under the fair value option relates to the convertible notes and rollover notes

described above.

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For additional information regarding our convertible notes, derivative liabilities, and SAFEs, including

descriptions of the individual instruments, their key terms, conversion activity, and balances during the periods

presented, see Note 9 to our consolidated financial statements included elsewhere in this prospectus.

Leases

We lease facilities and equipment, including compute and infrastructure capacity, under operating and finance

leases. We determine whether an arrangement is or contains a lease at inception and evaluate the classification

of our leases at lease commencement and, as necessary, upon modification. Accounting for leases requires

significant judgment, including determining whether an arrangement is or contains a lease, and significant

estimates, including the expected lease term, the fair value of the leased property, and our incremental

borrowing rate.

Given the size and duration of our lease portfolio, changes in our estimate of the fair value of the underlying

leased asset, the expected lease term, or the determination of our incremental borrowing rate could result in a

different lease classification or a materially different measurement of our right-of-use assets and lease

liabilities.

Income Taxes

We account for income taxes using the asset and liability method, recognizing deferred tax assets and liabilities

for temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for

net operating loss and credit carryforwards, measured at enacted tax rates applicable in the years of expected

reversals. We establish valuation allowances when necessary to reduce deferred tax assets to amounts more-

likely-than-not expected to be realized, based on the weighting of positive and negative evidence.

Assessing the realizability of our deferred tax assets is an area of significant management judgment. We

evaluate our deferred tax assets for recoverability based on historical taxable income, projected future taxable

income, reversal patterns of existing temporary differences, and available tax planning strategies. As an AI

company operating in a rapidly evolving market with significant ongoing investment in compute and

infrastructure, our projections of future taxable income are inherently uncertain. Should our assessment of the

recoverability of deferred tax assets change, our income tax provision would be adjusted in that period, which

could materially impact our results of operations.

We account for uncertain tax positions in accordance with ASC Topic 740, Income Taxes. Tax benefits from

uncertain positions are recognized when it is more likely than not that the position will be sustained on

examination based on its technical merits, measured at the amount that is more likely than not to be realized

upon settlement. These assessments require judgment, particularly with respect to the qualification and

documentation of research and development tax credits, where supporting evidence may be subject to differing

interpretations. The actual outcome of these matters may differ materially from our current estimates. We

recognize interest and penalties related to unrecognized tax benefits within our provision for income taxes.

Loss Contingencies

We are involved in legal claims, proceedings, and other regulatory and administrative matters that arise in the

ordinary course of business, certain of which may include speculative claims for substantial or indeterminate

amounts of damages.

We routinely assess each significant matter and its potential financial exposure. We record a liability when we

believe it is both probable that a loss has been incurred and the amount can be reasonably estimated, and we

disclose matters for which a loss is reasonably possible and the loss or range of loss can be estimated. These

assessments require significant judgment in determining both the likelihood and estimated amount of potential

losses. We base our accruals on the best information available at the time, taking into account the specific facts

and circumstances of each matter, the merits of our defenses, and the impact of negotiations, settlements,

regulatory proceedings, rulings, and advice of legal counsel. Our estimates are subject to change as additional

information becomes available and as matters develop, and we have in prior periods revised our assessments

based on updated information.

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Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this prospectus for a description of

recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

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Business

Overview

For the first time in history, intelligence is something humans can build. The cognitive capability to reason,

analyze, synthesize, decide, and create is producible at scale and accessible on demand. We believe this

abundance of AI will rapidly transform every sector of the global economy in ways greater than the impact of

industrialization, electricity, semiconductors, and the internet. AI that truly delivers on its potential—with the

risks well managed—could significantly accelerate global growth and dramatically improve quality of life for

people around the world.

Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define

AI. We are first and foremost a research lab—our mission is the responsible development and maintenance of

advanced AI for the long-term benefit of humanity. This mission directs our focus—along with our talent and

culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the

core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape

the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers

through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any

technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of

2023 to $ for the three months ended September 30, 2026. This rapid and growing adoption generates

two self-reinforcing dynamics—an improvement loop that advances Claude and an investment loop that helps

fund our continued research in frontier AI.

We believe the diffusion of AI through the global economy represents one of the largest opportunities in history

to improve how humans live and work, and this process is just beginning. In our view, the world has only begun

to use the capabilities of today’s frontier models, and the gap between what Claude can do and how broadly it is

used represents one of our largest growth opportunities, alongside continued advances at the frontier. Claude’s

capabilities have evolved significantly in recent years, and we expect they will continue advancing rapidly. This

will lead not only to an expanding addressable market, but also to an expanding scope of impact on the world.

We aim to ensure that impact is as positive as possible.

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Our Core Advantages

Mission & Focus. All of our efforts are guided by a singular focus on our mission. This focus enables us to

concentrate talent, research, and compute investment on the highest-value work for humanity and to avoid

conflicting priorities. Achieving our mission means the world gains the enormous benefits of frontier AI while

mitigating the most significant risks, and we believe this requires safety and capability to advance together.

Talent & Culture. Our mission and focus enable us to attract and retain world-class talent, including

researchers and engineers who want their work to shape a better future. We also have a culture that promotes a

low-ego, truth-seeking environment, where frontier AI capability and safety are mutually reinforcing. We

believe our culture has driven our talent density as we have scaled.

Frontier & Safety Research. We believe that sustained, focused research at the frontier of intelligence is

required to build the most capable and safest AI systems. Our frontier capabilities and safety research are

deeply integrated and directly shape model design, training, and deployment, helping us produce systems that

are more reliable, steerable, and well-suited for real-world deployment, particularly in demanding enterprise

environments. We translate our research leadership into innovation velocity, and have consistently released

better models, platform capabilities, and applications. Each version of a Claude model assists in building the

next, helping to compress development timelines and produce compounding improvements in the speed at

which we innovate. We refer to this recursive dynamic as “closing the loop,” and we believe it is one of the most

significant structural advantages in frontier AI and can greatly accelerate the rate at which capabilities advance.

We believe that model capabilities must be advanced together with safety, alignment, and security practices,

particularly as the speed of AI development accelerates. We assess the risks of each model during development

and before and after release, and take the steps we believe are appropriate to balance model capabilities with

safety, alignment, and security, even where doing so may moderate the rate at which we release new

capabilities. We view decisions of this kind as deliberate tradeoffs that we make because they serve the

Company Purpose, the long-term interests of our mission, and our customers’ demand for safe and aligned

models.

Our Approach to Compute. We manage compute as a single, fungible pool from multiple strategic partners, and

we dynamically direct available compute between workloads based on where the marginal unit is expected to be

most productive at any given time. We believe that this approach to compute enables us to deliver superior

models, serve more customers, and achieve greater productivity from our compute investment. This compute

efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model

development, meet growing demand from customers, and provide for internal usage of Claude. We have

achieved this through our research breakthroughs and our multi-chip compute architecture across AWS

Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for

price and performance. To support our research, model development, customer demand, and internal usage of

Claude, we continue to invest at scale. As of and subsequent to September 30, 2026, we have entered into

purchase commitments and lease agreements, including short-term commitments, as well as leases not yet

commenced, with an aggregate committed spend of more than $ , substantially all of which is related to

compute and infrastructure. These commitments include approximately $ expected to be incurred before

December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045.

Approximately $ of these commitments are due in the next 12 months. See the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Contractual Obligations” for more information.

Enterprise Strategy. Our enterprise strategy is built on the belief that frontier AI is most valuable in real-world

settings, as deployment across enterprises is where economic impact is greatest and where the improvement

loops from customer feedback are richest. Accordingly, we have organized our research priorities, our product

roadmap, and our go-to-market and Applied AI teams around enterprise use cases, which range from routine

knowledge work to the most complex problems. The customer feedback we gather directs our research focus

and makes Claude more capable over time. This broadens where Claude can be deployed and further expands

enterprise adoption, which helps ensure that the benefits of our AI reach people and organizations at scale.

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Enterprise Adoption of Claude

The speed and depth of our enterprise customer adoption are powerful evidence of Claude’s position at the

frontier of AI. Our customer base as of September 30, 2026 includes:

•More than 11,900 customers with $100,000 or more of revenue on a TTM basis;

•More than 1,900 customers with $1 million or more of revenue on a TTM basis; and

•Approximately 250 customers with $10 million or more of revenue on a TTM basis.

Unlike a static product that serves a single use case, Claude is frontier AI with rapidly advancing capabilities.

We build at three layers of the stack: the models themselves, the platform for building on those models, and the

applications that place Claude directly in the hands of our users. An advance at any layer compounds across all

three layers, accelerating the pace at which we can deliver more capable intelligence. We believe the value of

this integrated approach is reflected in the increasing number of customers that use both Claude Platform and

our first-party applications. For the three months ended September 30, 2026, over 50% of our customers with

$100,000 or more of revenue on a TTM basis used Claude Platform and at least one of our first-party

applications, up from approximately 30% for the three months ended December 31, 2025.

Today, enterprises rely on Claude to reason, plan, and execute across complex workflows with a level of

trustworthiness and judgment that we believe was not previously available from earlier generations of AI.

Customers realize value from Claude in three primary ways: more productive employees, faster processes, and

embedded intelligence in their products. As Claude’s capabilities grow, our customers benefit and often

broaden their adoption of Claude in new workflows. This expanding role reflects a broader shift in how Claude

is used inside the enterprise, from a tool that responds to discrete prompts to what we call a Virtual

Collaborator: an AI system that works alongside humans to perform complex, multi-step work at professional

levels.

We drive the diffusion of Claude primarily by making it accessible across multiple product surfaces. For

example:

•Claude Platform, our comprehensive agentic development environment, provides customers with

direct access to the primitives to build, deploy, and scale their own applications that leverage Claude’s

capabilities within their own products and workflows.

•Claude Code, our coding agent, works alongside human software developers on end-to-end software

development: writing, planning, editing, testing, debugging, and committing code across production-

scale codebases.

•Claude Cowork, our knowledge work agent, has computer use capability that enables it to work with

professionals on end-to-end business tasks: autonomously researching, drafting, analyzing,

synthesizing, and executing other knowledge work.

Much of the diffusion of Claude has been organic. We amplify this with our go-to-market and Applied AI teams,

which extend our reach by meeting customers where they are through distribution partnerships that place

Claude inside customers’ existing technology stacks. For example, Claude is accessible on all three major cloud

platforms—AWS, GCP, and Azure. We have a joint go-to-market approach with these CSPs through which we

establish direct contractual relationships with our customers while paying a fee to each CSP. This structure

allows us to foster stronger commercial alignment with these CSPs, avoid channel conflict, set pricing, and

realize the financial benefits of ongoing compute efficiency improvements. Ecosystem partnerships also expand

our reach, allowing customers to adopt Claude through SIs, such as Accenture, Deloitte, KPMG, and PwC,

consultants, and data platforms, such as Salesforce and Snowflake. We recently launched Ode with Anthropic,

an AI services company, in partnership with leading private equity firms to bring Claude’s capabilities to mid-

sized companies across sectors, building solutions on the Claude Platform and supporting customers over the

long term.

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Strengths of Our Financial Model

Building and scaling frontier AI is one of the most important and capital-intensive endeavors in history. Our

financial model provides us with the following strengths that allow us to build and scale efficiently:

•Rapid Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by

embedding Claude directly into business-critical workflows and enabling the development of products

built on Claude. We believe that enterprise customers achieve a compelling return on investment from

Claude, as agentic workflows can drive both top-line growth and efficiency. This enables us to expand

quickly with customers, as demonstrated by our Net Revenue Retention of approximately 900% as of

September 30, 2026.

•Compute Efficiency. Our compute efficiency drives more intelligence from research and model

development, and we believe this approach can support more customer and internal usage of Claude

for the same amount of compute compared to other approaches. Our compute efficiency is

demonstrated by revenue that grew 1,368% year over year for the three months ended June 30, 2026

compared to compute and infrastructure expenses that grew 300% during the same period.

•Operating Efficiency. Our operating efficiency, derived from our high talent density, our efficient go-

to-market, and how extensively our teams leverage Claude in their work, enables us to scale with a

smaller team relative to other large enterprise technology companies. Our operating efficiency is

demonstrated by TTM revenue per employee of over $6.6 million as of September 30, 2026, compared

to $1.4 million as of September 30, 2025.

Our financial results reflect continued growth alongside ongoing investment in frontier AI as demonstrated

below:

•Our revenue was $11.6 billion for the three months ended June 30, 2026, up from $787 million for the

three months ended June 30, 2025.

•Our operating margin was 8% and operating income was $1.0 billion for the three months ended June

30, 2026, compared to an operating margin of (152)% and operating loss of $1.2 billion for the three

months ended June 30, 2025.

•The combination of our revenue growth, compute efficiency, and operating efficiency has resulted in an

Adjusted Operating Margin of 19% and Adjusted Operating Income of $2.2 billion for the three months

ended June 30, 2026 compared to an Adjusted Operating Margin of (129)% and Adjusted Operating

Loss of $1.0 billion for the three months ended June 30, 2025.

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant

long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have

enabled us to access capital and secure compute from investors and partners. As of June 30, 2026, we had

raised an aggregate of $141.1 billion of capital and had cash and cash equivalents of $112.4 billion and short-

term investments of $19.3 billion. Long-term investments come with risks, as we must predict compute needs

multiple years into the future. However, we believe our compute efficiency positions us to amplify returns if

demand is greater than our forecast and can provide financial resilience if demand is lower or arrives later than

we anticipate.

Our Self-Reinforcing Loops

Our scale and growth create self-reinforcing loops that make Claude better over time and that we believe create

durable competitive advantages.

•Improvement Loop. Enterprise deployments of Claude deepen our understanding of the hard

problems, edge cases, and domain-specific challenges that matter most to our customers. We improve

our models, platform, and applications based on feedback from customers using our offerings in

production across their businesses. These improvements result in wider deployments and adoption

that fuel the next cycle of improvement.

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•Investment Loop. Revenue from expanding enterprise adoption helps us to fund the compute,

research, and talent needed to improve Claude. Claude’s advancing capabilities expand the range of

tasks and workflows customers use Claude for, broadening our addressable market and driving deeper

deployment, additional revenue, and continued reinvestment in Claude.

Claude is Accelerating Our Ability to Close the Loop

Claude itself has become one of the most powerful drivers of our progress—each new version of a Claude model

directly accelerates development of the next. Many aspects of the research, training, and testing of subsequent

model generations now involve Claude, including running experiments, generating and processing training

data, automating evaluations and safety audits, and writing and reviewing code. We refer to this recursive

dynamic as “closing the loop.” A direct expression of this dynamic is our accelerating pace of producing

compute multipliers. More capable models help our researchers discover these improvements faster; in turn,

more powerful compute multipliers enable us to train even more capable models and deploy them more

efficiently.

A clear example of our ability to close the loop is the deployment of Claude Code, our agentic coding product,

across our engineering organization. As our models have advanced, we have seen significant improvement in

Claude’s capability on more challenging, open-ended engineering problems that lack a clear specification and

have historically depended on experienced human judgment. Claude’s success rate on these problems reached

approximately 90% in September 2026, up approximately 50 percentage points in nine months, based on our

internal benchmarks. Claude Code has progressed from suggesting code to writing and running it directly and

working autonomously over long time horizons on complex, multi-step engineering tasks. This has enabled our

engineers to increasingly direct and review its work rather than write code line by line. As a result, the average

daily volume of code contributed to our codebase per engineer in the three months ended September 30, 2026

was over 45 times the average daily volume in the year ended December 31, 2024. Over 90% of the

contributions to our codebase in September 2026 were written by Claude.

The impact of Claude extends beyond research and engineering. From December 31, 2024 to September 30,

2026, our headcount grew over five times, while our revenue for the three months ended September 30, 2026

was 86 times our revenue for the three months ended December 31, 2024.

We believe this operating leverage has been driven by the use of Claude throughout our organization. Across

our research, engineering, go-to-market, and operations teams, Claude allows employees to leverage a team of

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agents in their daily work, enabling a comparatively small team to take on work that would traditionally require

a far larger one by multiplying the impact of each person.

The expansion of our own use of Claude reflects this leverage directly. The value of our own internal Claude

usage at list prices has grown by over 250 times from January 2026 to September 2026, and in April 2026, this

monthly value first exceeded our monthly personnel expense, excluding stock-based compensation. Because

each version of Claude is used to help build the next and because Claude makes our teams more productive

across the company, we believe the compute we devote to internal usage compounds these gains, continuously

accelerating our pace of development and further strengthening our leadership position.

Using AI to help build more capable AI could also pose a considerable safety risk, particularly if it sharply

accelerates the pace of progress. This is one of the areas covered by our Responsible Scaling Policy, which sets

out our plans to monitor and mitigate the risks as we approach what has been termed “recursive self-

improvement.”

AI is Transforming Intelligence

We believe that Powerful AI, a highly capable and impactful form of frontier AI characterized by the following

key attributes, will become widely available within a few years:

•cognitive capabilities matching or exceeding those of top human experts across most professional and

scientific disciplines;

•the ability to navigate all interfaces available to a human working virtually, including text, audio, video,

and direct computer control;

•the ability to reason through complex tasks autonomously over extended periods—lasting hours, days,

or weeks—and seek clarification and feedback when needed;

•the ability to coordinate across multiple instances and collaborate with both humans and other AI

systems; and

•the ability to interface with the physical world by digitally controlling laboratory equipment, robotic

systems, and other machines through digital connections.

If Powerful AI is directed at solving humanity’s hardest problems and the risks are managed responsibly, the

potential is extraordinary. The possibilities include compressing decades of scientific progress into years;

accelerating drug discovery, disease detection, and the delivery of personalized therapy; providing individually

tailored education and expert financial and legal advice; advancing power grids and battery design for greater

efficiency and reliability; and extending to the developing world capabilities that took wealthy nations

generations to build.

Scaling Laws and the Predictability of Progress

The intelligence and capabilities of AI systems have advanced dramatically. Tasks that were beyond the reach of

AI systems just a few years ago, such as complex mathematical reasoning, designing scientific experiments, and

executing substantial portions of software development, are now routinely performed by AI.

These advances have followed empirical “Scaling Laws,” the finding that AI model performance improves

predictably with increases in model size, training data, and compute. The foundational paper, Scaling Laws for

Neural Language Models, whose lead authors (including Dario Amodei, Jared Kaplan, Sam McCandlish, and

Tom Brown) later co-founded Anthropic, was critical in establishing these relationships and helped guide the

wave of modern LLMs.

We expect AI capabilities—across language, reasoning, mathematics, coding, scientific analysis, and an

expanding range of agentic tasks and knowledge work—to continue advancing for many years. As a result, we

believe this will drive demand for AI that outstrips supply for the foreseeable future, limited principally by the

availability of compute. We believe that the majority of this demand will be concentrated at the frontier: our

experience has been that enterprises gravitate to our most capable models across a wide variety of workloads,

6 See the section titled “Industry, Market, and Other Data” for a description of how we calculate annual economic value attributable

to knowledge workers globally.

7 IDC, The Economic Impact of AI: 2026 Edition, doc # US54452226, April 2026. Reflects the annual value created across AI

solutions and services, investments in the AI infrastructure supply chain, and enhancements in enterprise productivity and

efficiency unlocked by AI.

8 IDC, Worldwide Black Book: Live Edition V2 2026 Forecast, July 2026.

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including their highest-value work. In addition, we believe that each successive expansion of the frontier will

unlock new categories of work that, in turn, will generate the majority of incremental industry demand. We

expect the industry to continue increasing investment in compute, research talent, and engineering resources to

advance the frontier of AI. Within this framework, research labs with proprietary training methods, strong data

quality, and differentiated research talent are well-positioned to outpace what scale alone would predict.

A Near-Term Opportunity to Transform Cognitive Work

Frontier AI is transforming cognitive work—the application of knowledge, reasoning, and judgment to produce

economic value. We believe it will make humans far more capable and expand the world’s overall capacity for

that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are the

leading edge of this opportunity. As frontier AI advances, more capable models can unlock entirely new use

cases while also efficiently serving a wide range of cognitive work at scale across the capability-cost-speed

curve. We believe the work that knowledge workers perform represented more than $40 trillion in economic

value globally in 2025,6 and with frontier AI’s potential to make them meaningfully more productive, our near-

term opportunity is to expand this value and accelerate economic growth. While it is still early to forecast

frontier AI’s full impact across the economy, IDC estimates that investment in AI solutions and services will

yield a cumulative global economic impact of $22.5 trillion by 2031.7 We believe the impact could be even

greater.

History suggests that transformative technologies expand the markets they enter. For example, information

technology spend grew from approximately $1.2 trillion in 2006 to $4.3 trillion in 2025, a CAGR of

approximately 7%, as cloud computing spend grew from zero to $1.9 trillion over the same period and expanded

information technology budgets.8 We have seen other technologies, including the personal computer, the

internet, and the smartphone, grow their markets as well. The companies that built these technologies grew at a

far faster rate than the economy as a whole. Global GDP grew from approximately $34 trillion in 2000 to more

than $118 trillion in 2025 according to the World Bank, more than tripling. Over that same period, the ten

largest publicly traded technology companies by market capitalization as of September 30, 2026 grew their

aggregate revenue from $68 billion to more than $2.5 trillion, an increase of approximately 38 times, or

approximately 11 times the rate of global GDP growth.

Frontier AI May Reshape Entire Sectors and Accelerate Novel Discoveries

We believe frontier AI represents a larger opportunity than any prior technology cycle, and Claude is already

demonstrating this potential. Claude can now execute complex projects autonomously over hours and days,

coordinating thousands of agents in parallel to carry out sophisticated planning, long-form research, and self-

correcting analysis. Claude also turns open-ended tasks into finished, high-quality deliverables—work that was

beyond the reach of frontier AI only a short time ago. These capabilities position Claude to transform the largest

sectors of the global economy, including software development, business and professional services,

cybersecurity, financial services, and healthcare and life sciences, driving meaningful gains in productivity and

output for the organizations that deploy it.

Cybersecurity represents one of our most important near-term opportunities. As each new generation of AI

models grows more capable of finding and exploiting vulnerabilities, we expect that defending enterprise

networks and critical infrastructure will increasingly require frontier AI. At the same time, the diffusion of AI is

expanding the threat surface, as organizations deploy agents and autonomous capabilities at an accelerating

pace. Our leadership in coding has allowed us to advance Claude’s cybersecurity capabilities and build products

that help enterprises secure their most critical infrastructure. For example, Claude Security can continuously

scan customers’ codebases, triage vulnerabilities, and write fixes. We also recently launched OSS Scanner,

which extends some of these capabilities to the open-source projects that enterprise software is built on.

Through our trusted-access programs, vetted cyberdefenders can also use our most capable models for security

9 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

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operations, incident response, and authorized penetration testing, shifting security to a continuous protection

model.

We expect other sectors to follow as Claude’s frontier capabilities extend beyond current markets to open

entirely new ones, reaching domains such as robotics, advanced manufacturing, and logistics, and accelerating

progress in scientific research, including drug discovery and materials science.

For example, in the life sciences sector, where annual global pharmaceutical spend is expected to exceed $2

trillion in 2026,9 Claude is used in drug discovery and development by our customers, our biotechnology

partners, and our own researchers. We are also extending Claude into robotics, where our Model Hardware

Standard enables AI agents to operate lab and manufacturing equipment such as microscopes, liquid handlers,

and off-the-shelf robotic arms.

Ultimately, we believe frontier AI will help drive global economic growth. As frontier AI makes workers and

organizations more productive, becomes embedded in the products and services they deliver, and unlocks new

business models, it creates economic output that did not previously exist. We believe our opportunity is to

capture a share not only of today’s economic activity but also of that newly created output as the global

economy expands.

The Importance of Safety and Ethical Behavior

While the potential benefits of AI are extraordinary, its rapid advancement will impact the economy and society

in ways that could create significant disruption, particularly if the technology is not developed and deployed

responsibly. For example, bad actors have already conducted high-profile cyberattacks using AI’s capabilities to

discover vulnerabilities, generate malware, and evade detection tools; other risks associated with misuse,

including in the domain of biology, could result in even greater harm. AI deployed at scale also has the potential

to concentrate power and wealth both within and between countries in ways that could erode trust, harm

society, and destabilize the geopolitical order. Misaligned AI systems could corrupt institutional decision-

making or cause large-scale harm through autonomous actions that are not visible or understandable to their

users and operators. We believe that frontier AI companies must invest in safety and alignment to help ensure

the responsible diffusion of this technology. We also believe that safety, alignment, and ethical behavior

resonate particularly strongly with enterprises, where rigorous safeguards, predictable model behavior, and

demonstrable accountability have become decisive criteria in selecting an AI partner for mission-critical

workloads.

Our Core Advantages

We have five core advantages that define our position at the frontier: our mission and focus, our talent and

culture, our frontier and safety research, our approach to compute, and our enterprise strategy.

Mission and Focus

Anthropic was founded in 2021 by a team of researchers responsible for many of the consequential

breakthroughs that define frontier AI. They share a conviction that safety must be a foundational principle for

building Powerful AI. We have a corporate structure consistent with that objective, incorporating as a Delaware

PBC and implementing the LTBT with an explicit mandate to advance our mission. Further, we publish safety

methodologies, model evaluations, and our Responsible Scaling Policy because we believe transparency is a

prerequisite for trust, and trust is a prerequisite for the responsible deployment of frontier AI at scale.

Every employee at Anthropic works towards the same mission, and that mission guides every decision—from

model architectures, to product strategy, to partnership terms, and to how we direct research and compute. We

do not pursue projects based on commercial opportunity or research novelty alone; our efforts must advance

our mission. When difficult tradeoffs arise between commercial gain and safety or trust, we have a clear answer.

For example, in April 2026, we initially released our frontier model, Mythos, as a gated research preview

through Project Glasswing, available to select organizations for cybersecurity applications, rather than making

it broadly available at launch due to its advanced capabilities in cyber vulnerability discovery. We believe this

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clarity of mission reduces friction, accelerates decision-making, and fosters a culture where safety and

capability are pursued in tandem.

Talent and Culture

Talent is one of our most important advantages, because technology, capital, product, and distribution all flow

from superior talent. Talent density matters more than talent mass. Brilliant people are inspired and motivated

when surrounded by equally brilliant colleagues, creating an environment that attracts more exceptional

people. This talent can leverage Claude to maximize each individual’s impact.

We believe we have assembled the deepest concentration of AI research talent in the world, including many of

the researchers who pioneered the techniques that underlie modern LLMs. Our founding team originated

several foundational advances in AI, including Scaling Laws, GPT-2 and GPT-3, RLHF, and mechanistic

interpretability. Our conviction that safety and capability must advance together helps us attract and retain

world-class talent, including researchers and engineers. For example, we have experienced approximately 1%

regrettable attrition of our employee base overall in the TTM period ended September 30, 2026.

We maintain a commitment to open internal collaboration and truth seeking, which is underpinned by our low-

ego, high-impact, and mission-aligned culture. Researchers share results openly, and colleagues critique and

redirect in real time. When multiple teams pursue parallel approaches, the norm is to rigorously evaluate which

approach is demonstrating stronger and more aligned results. This collaborative dynamic is difficult to replicate

because it requires both the foundation of trust we have built from the earliest days of our organization and a

relentless commitment to preserving such trust. That trust manifests in ways that are uncommon at our scale:

teams that consistently pull in the same direction rather than at cross-purposes.

We believe our culture has driven our talent density as we have scaled.

Frontier and Safety Research

Our frontier model leadership is a direct product of our talent density. We believe our researchers have

consistently pushed the boundaries of intelligence, capability, and reliability further than bigger teams or those

with larger budgets. Claude is widely recognized for its performance on real-world tasks across industries,

including coding, medicine, law, science, and mathematics.

Our approach to research provides key advantages to our business:

•Our Model Research and Compute Performance Are Co-designed from the Start. Architectural

decisions are made with compute efficiency in mind from day one. Our model architecture and

inference infrastructure are designed in a single unified process. AI researchers and inference

infrastructure engineers share planning cycles, reporting lines, and performance targets. This approach

enables us to develop model versions that are both more capable and more efficient compared to prior

versions.

•Our Pre-training Process Is Engineered for Capital Efficiency. We focus on a clear pipeline for

developing model improvements to architecture, training methodology, and data. These are tested at a

smaller scale before they consume significant compute. The bar for inclusion in a frontier training run

is high and strictly evidence-based: we require demonstration that a given improvement holds as

models increase in size, not merely that it performs well at reduced scale. Frontier training runs are

planned, scheduled capital deployments with known inputs and rigorous inclusion criteria. The result

is a repeatable process for converting research investment into capability gains, while managing the

risks inherent to frontier training runs.

•Our Post-training Investment Is Purpose-Built for Agentic Capabilities. Post-training has grown from

a finishing step into a major research investment, reflecting the market shift from assistants to agents.

This is where our models hone their ability to write code, use tools, follow instructions, and operate

software on a user’s behalf. We train against complete, realistic tasks whose complexity reflects real

professional work.

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•Our Safety Research Is a Commercial Benefit. As models take on agentic roles with access to critical

business systems, trust and reliability are paramount. And as capabilities increase, the ability to

operate safely becomes one of the key determining factors for commercial viability. Models that are

well-aligned are better at following a user’s instructions—for example, they avoid taking potentially

destructive actions without fully understanding user intent. They are also more robust against attacks

such as prompt injection, where malicious actors attempt to hijack the model by feeding it illicit

instructions. Our work on alignment, interpretability research, safeguards, and red-teaming, as well as

the use of external reviewers who can assess our safety practices, helps us create safer, more reliable

models, and therefore positions us to meet our customers’ rigorous requirements. Safety and capability

research are integrated, which enables us to deliver the trust and performance required for enterprise

workflows.

Our Approach to Compute

Our approach to compute starts with training models that are designed to be more capable and run more

efficiently on any given type of compute.

Our ability to build more capable models and serve them more efficiently reflects the compounding returns of

an iterative cycle between our pre-training, post-training, and inference research, all of which is enabled by our

fungible compute pool. Pre- and post-training research produces proprietary compute multipliers that make

our models more capable. Research and inference engineering drive sustained reductions in the compute

required to serve those models.

In addition to enabling more capable and efficient models, our multi-chip compute architecture across AWS

Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs allows us to orchestrate workloads to optimize for

price and performance. We have years of experience effectively training and running our models across

multiple chip families, which we believe is differentiated and difficult to replicate. This foundation, paired with

Claude’s increasing understanding of chip and model architectures, allows us to onboard new chip platforms in

a fraction of the time this once required.

Our compute pool is fungible by design. We have made substantial engineering investments to build the

internal orchestration, scheduling, and capacity management systems that allow accelerator capacity,

regardless of provider, chip architecture, or physical location, to be directed across workloads. The same

infrastructure that serves customer workloads is also directed to research, model development, and internal

usage of Claude. These systems manage the underlying hardware as a unified capacity pool, monitor utilization

and demand across that pool, and direct compute to wherever it is expected to be most productive at any given

time.

Our multi-chip compute approach provides us with substantially greater chip access than relying on one

platform and enables us to opportunistically capture the price-performance benefits of each chip family and

generation. Securing this access requires significant advance commitment. Given the long lead times between

contracting for compute and that compute becoming available to serve workloads, we secure compute well in

advance of anticipated demand. In some cases, we may also make payments in advance of the delivery of the

equipment or infrastructure. We anticipate making significant investments for the foreseeable future, including

in compute and infrastructure, to ensure we have the technological resources to maintain and expand our

position at the frontier of AI.

Enterprise Strategy

Our enterprise strategy aligns with our mission. We build our most capable models for the problems that

demand the highest intelligence. That same intelligence is also applied efficiently to everyday work—calibrating

effort to the difficulty of each task and routing workloads to the models within our model family that are best

suited for them. As a result, our customers around the world are adopting Claude across a broad range of work,

from routine knowledge tasks to their most important problems. Today, Claude is deployed for knowledge work

across major industries, including financial services, insurance, healthcare, life sciences, law, education, retail

and commerce, telecommunications, professional services, technology, and cybersecurity. Beyond practical

enterprise challenges, Claude is also being applied to pressing global problems in scientific research, drug

discovery, education, and climate analysis.

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We have built our models, platform, and applications for usefulness in production environments instead of

benchmark performance. This distinction matters, as many AI systems prove difficult to implement and fail to

deliver the expected value in complex enterprise environments, where governance and security concerns

remain among the top barriers to adoption.

Our applications, such as Claude Code and Claude Cowork, multiply the impact of employees. Over time, our

applications have become more capable and are now frequently being used to conduct long-running

autonomous work alongside employees. Organizations also integrate Claude as the intelligence that powers and

transforms internal business processes. In addition, our Claude Platform is used as the foundation for

enterprises building AI-native products.

As enterprise customers integrate Claude into increasingly complex workflows, they surface the use cases and

requirements that shape our roadmap. They also provide feedback that allows us to continuously improve our

models, platform, and applications as well as develop new solutions to advance their AI adoption.

With each model and product advancement, Claude is able to address more valuable use cases, deepening its

impact for existing customers while lowering the adoption threshold for new ones. When a model crosses the

capability, reliability, and trust threshold required for a category of work, adoption in that category generally

moves quickly from experimentation into production. Coding was the first such category: within roughly a year,

Claude progressed from suggesting individual lines of code to operating fleets of agents working autonomously

across production codebases. Cybersecurity is following a similar curve, with Claude’s performance on

ExploitBench, a benchmark developed by Carnegie Mellon researchers that evaluates AI models’ ability to

exploit software vulnerabilities, increasing from 40% with Opus 4.8, to 78% with Claude Mythos 5, and to 91%

with Opus 5.5 over a period of approximately four months. Cyberdefenders are now identifying and patching

vulnerabilities at scale. We expect these improvements in model capabilities to unlock additional use cases.

Claude Security and our recently launched OSS Scanner are early examples, providing the ability to scan

codebases on a continuous basis and propose fixes before attackers find vulnerabilities.

Claude as a Virtual Collaborator

We believe we have reached an inflection point where AI systems can function as genuine collaborators in

professional work. They quickly complete substantive tasks that might otherwise occupy a skilled professional

for several hours, a full day, or longer. AI systems are also becoming increasingly capable of performing tasks

that were previously too difficult or costly to complete or surfacing original insights and analyses.

We refer to these AI systems that work alongside humans to perform complex, multi-step work at professional

levels as Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context

that their organizations grant them, which allows them to function more accurately and reliably. They can

navigate and use internal tools and execute workflows that span multiple steps that require sustained

reasoning. Virtual Collaborators are AI designed to be embedded where work gets done, and our aim is to

10 IDC, Worldwide Developer Population Growth Forecast, 2025–2029, doc # US53789825, September 2025.

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continue extending them to knowledge workers globally, a population that is estimated to exceed one billion in

2028.10

Claude Code

The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we

believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market’s

understanding of what an AI system could do in collaboration with software developers: the model suggests the

next line of code and goes further by planning, writing, testing, and debugging—a process that results in

production-grade code. Within months of its release, autonomous coding became the reference point for

measuring the progress of frontier AI. For enterprise AI use cases, we believe the launch of Claude Code was

comparable in its impact to the introduction of the first widely adopted conversational AI assistants. What

makes Claude Code a Virtual Collaborator is its sustained reasoning, a harness that translates intent into

actions, an execution environment that maintains a persistent state whether on a developer’s machine or in a

sandboxed cloud environment, integration with existing tools and systems, and a user-friendly interface. Its

uses are highly varied and often surprising: for example, NASA engineers used Claude Code to plan and write

navigation commands for the Mars Perseverance rover, resulting in the first AI-planned drive on Mars.

Software developers are powerful advocates for Claude—they understand how systems work, have credibility

evaluating technical tools, and often serve as internal champions for adopting new technologies. Winning their

trust creates a foundation for broader diffusion of Virtual Collaborators across enterprise workforces. We are

already seeing this pattern play out with non-technical teams increasingly adopting Claude Code and Claude

Cowork to manage their own workflows.

Claude Cowork

All digital work is ultimately an expression of code, and Claude’s mastery of it powers Virtual Collaborators

capable of handling complex work far beyond software development. Claude Cowork extends the same agentic

architecture of Claude Code to knowledge workers broadly by translating a user’s intent into completed work,

autonomously reading files, navigating applications, and executing multi-step workflows on a user’s desktop

while the underlying code is abstracted away. By extending beyond Claude Code with applications purpose-built

for specific professions and industry verticals, we accelerate Claude’s diffusion into new categories of knowledge

work and deepen our presence across the enterprise. As of September 30, 2026, adoption of Claude Cowork,

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which we made available as a research preview in January 2026, outpaced the adoption that Claude Code

achieved at the equivalent point following its research preview release in February 2025. In September 2026,

we began merging Claude Cowork and Claude.ai, bringing agentic and conversational work into a unified

application. Users can now move from a simple question to complex, multi-step tasks in the same conversation.

Extending Virtual Collaborators

We believe the trajectory for Virtual Collaborators is clear and accelerating. Each generation of Claude models

has expanded along multiple dimensions: the depth and rigor of their reasoning, the duration and autonomy of

the work they can sustain, the complexity of tasks they can complete, and the volume of useful output they can

produce. Capability evaluations and benchmarking have shown substantial improvements across Claude model

versions in the duration and complexity of tasks that can be completed reliably, with more recent model

versions demonstrating particularly significant advances.

We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks,

and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately,

millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or

collaborating seamlessly to achieve a shared objective. The result is something without historical precedent:

what we refer to as a country of geniuses in a data center, available to every organization and sector of the

economy.

Claude is the Partner of Choice for Enterprises

Enterprise customers across different industries rely on Claude to enhance their productivity and transform

their businesses. These customers range from AI-native startups to the largest enterprises in the world.

We believe customers choose Claude for a wide variety of use cases, from routine knowledge work to their most

important problems. They come to us for access to frontier AI across our platform and applications that deliver

real-world outcomes. We see this conviction in customer behavior: enterprises consistently utilize our latest

and most capable models as soon as they are released, gravitating to the most advanced option for their highest-

value work. Our customers see us as a long-term partner for the frontier capabilities we offer today, for the

innovation they expect from us in the future, and for our ability to meet their needs across the capability-cost-

speed curve.

Beyond our models, the Claude Platform provides primitives that enable customers to accelerate time-to-value

and leverage Claude’s intelligence in a variety of use cases. These primitives are the same ones we use to build

our own applications. Our applications, such as Claude Code and Claude Cowork, multiply the impact of

employees. Over time, our applications have become more capable and are now frequently being used to

conduct long-running autonomous work alongside employees. Improvements to our models, platform, and

applications accrue to the benefit of our customers and drive continued adoption.

Our commitment to our mission instills confidence in our customers to choose Claude as a trusted partner. Our

investments in research on AI alignment, interpretability, cybersecurity, and enterprise-grade controls aim to

deliver the predictability and dependability that organizations need in customer-facing and regulated contexts.

This trust means that enterprises can expand the scope of the work that they delegate to Claude, as well as the

systems into which Claude is integrated. Enterprises are aligning their strategies around Claude with the

confidence that we are building frontier AI that serves their needs in the long term.

We deliver this intelligence through an integrated approach. Our Claude model family is the foundation, with

model classes optimized for different points along the capability-cost-speed curve. On top of our models, Claude

Platform gives developers access to the primitives we use ourselves, which they can use to build their own AI

solutions. We have also built first-party applications on Claude Platform for customers that prefer a ready-to-

deploy option.

Claude Platform—A Composable System for Building AI Solutions

We seek to bring Claude to every corner of the economy at whatever level of autonomy each task demands, from

a single suggestion to an agent that runs independently for hours. Achieving this goal requires more than a

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capable model. The most demanding deployments need intelligence that is reliable, connectable, and

deployable within the specific data environments, regulatory constraints, and workflow patterns of each

organization. Intelligence is one limiting factor, but so are connectors that do not yet exist, governance

frameworks that are not yet written, and orchestration logic that needs to be built from scratch. Our platform

seeks to close these gaps, and we believe the breadth and speed with which we have done so is a primary reason

customers build on Claude.

Our platform provides our customers with direct access to the primitives to build, deploy, and scale AI-native

applications. At the foundation are model capabilities that make Claude’s autonomy possible: native tool use,

computer use for desktop control, memory, and extended thinking. Long context and low-latency model

variants make that action sustainable: for example, an agent could hold an entire codebase, a full data room, or

hours of accumulated task state in working memory and iterate fast enough that autonomy persists rather than

stalls. Above these sit composition primitives such as our Agent Software Development Kit (“SDK”), Claude

Managed Agents, agent skills, multi-agent orchestration, and the Model Context Protocol (“MCP”) for universal

connectivity to enterprise data and tools. Together, these assemble into complex production workflows.

These building blocks are composable and interoperable. The same primitives that power a coding agent also

power a research agent, a financial analyst agent, or a compliance-review agent. While these agents have

different connectors and agent skills, they have the same SDK, protocol, and orchestration framework. That

composability is one of the reasons our customer base spans across industries and why customer expansion can

happen seamlessly across additional use cases without significant integration work.

Applications That Meet Users Where They Are

Our portfolio of applications sits on top of our platform and is deliberately broad to meet users across a number

of key dimensions:

•In their Work. Claude Code works with software developers in the terminal, while Claude Cowork

extends the same agentic paradigm to knowledge workers.

•In their Domain. Claude for Financial Services, Claude for Financial Advisors, Claude for Healthcare,

Claude for Life Sciences, Claude for Legal, Claude for Education, and Claude for Government come

with domain knowledge, data connectors, skills, and compliance controls pre-loaded.

•In their Applications. Claude for Microsoft 365 and Claude in Chrome are embedded into the software

that knowledge workers use every day.

A Platform Customers Build Their Businesses On

Customers of all sizes and across every major industry have adopted Claude. Fortune 500 companies, including

American International Group, Inc. and Bristol Myers Squibb, rely on Claude for mission-critical workflows.

Research institutions, such as the Garvan Institute of Medical Research, Gladstone Institutes, and the

University of California, San Francisco, are applying Claude to some of the world’s hardest scientific problems.

In addition, prosumers around the world use Claude as a daily tool.

As enterprises adopt our platform and applications, we become deeply embedded in their businesses over time.

Software developers build applications and internal tools on our platform, and they encode their workflows and

institutional knowledge into Claude-powered agents. Organizations integrate Claude into essential business

processes. Each additional integration deepens the relationship and increases the value customers derive from

the platform. This dynamic extends beyond our direct customers. Leading companies such as Legora and

Salesforce have built AI-powered products on Claude that reach millions of end users. This reach can increase

awareness of Claude, which we believe drives adoption far beyond our direct customer base. When such end

users experience Claude, it can build preference and familiarity that travel with users across roles and

organizations.

The result is an ecosystem where we build on our own platform and applications, our customers build on us,

our partners build on us, and their end users experience Claude across surfaces, creating the kind of deep

workflow integration that makes our platform and applications increasingly central to how organizations

operate. We believe the revenue we generate today does not reflect the full economic value Claude creates for

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our customers—not just for the organizations that build on us, but for the people whose work, learning, and

creativity are expanded by the intelligence and skills they gain through Claude. We believe that there is

substantial opportunity ahead as Claude’s capabilities, adoption, and integration into critical workflows

continue to grow.

Diffusion: Intelligence Available Everywhere

Our distribution strategy is built around one objective: getting Claude’s intelligence in the hands of every

enterprise, team, and individual that can benefit from it. A core driver of Claude’s diffusion is its intelligence—

as Claude’s capabilities advance, value to customers expands, and that value drives greater adoption. Our role is

also to ensure that intelligence is accessible, and we do that in the following ways: through our composable

platform and applications that meet customers where they are, through our go-to-market and Applied AI teams

directly, and through partnerships that extend our reach at scale.

Intelligence-Led Growth. Our platform and applications are the primary mechanism through which Claude’s

intelligence reaches users. As users begin building, brainstorming, and problem-solving with Claude, they

quickly come to rely on it as a trusted partner in their work. As Claude takes on more of their work, people

experience firsthand what frontier AI makes possible and expand their usage significantly. This pattern repeats

across organizations: prosumers become internal champions, teams expand their use of Claude, and what

begins as a single workflow grows into something that impacts how an entire organization operates.

Direct Teams. This organic adoption is complemented and enhanced through our direct go-to-market teams

who help scale Claude to organizations with complex workflows and business processes. By the time our direct

teams engage a customer, Claude is often already in use. Our go-to-market teams use this organic momentum

to build executive sponsorship and drive enterprise-wide adoption.

Applied AI Teams. Our Applied AI teams embed more deeply with select customers, building solutions that

make it easier for organizations to benefit from Claude’s intelligence. They work with enterprises to design and

deploy custom solutions, specialized workflows, and domain-specific implementations tailored to the

customer’s own requirements. This work drives deeper adoption within individual customers and generates the

feedback and information from users that help to shape our platform and product roadmap. Our direct and

Applied AI teams work together as a hybrid sales and engineering function, organized by geography and then by

industry so that they bring domain expertise to each customer.

Partnerships. We complement our direct efforts through distribution partnerships that place Claude inside

customers’ existing technology stacks.

•Cloud Partnerships. Our cloud partnerships, and the way we structure them, provide three distinct

advantages. First, Amazon, Google, and Microsoft each host Claude natively on their respective cloud

platforms, AWS, GCP, and Azure, allowing enterprises to deploy Claude within the infrastructure,

security perimeters, and commitment structures they already operate. Second, these CSPs extend our

reach through their large combined field teams that are empowered to sell our platform and

applications, accelerating market penetration at a scale we believe would be difficult for any single

organization to directly replicate. Third, we have a joint go-to-market approach with these CSPs

through which we establish direct contractual relationships with our customers while paying a fee to

each CSP. This structure allows us to foster stronger commercial alignment with these CSPs, avoid

channel conflict, set pricing, and realize the financial benefits of ongoing compute efficiency

improvements.

•Ecosystem Partnerships. Major global SIs have built dedicated Claude practices with teams trained to

deploy our platform and applications. Go-to-market alliances with leading data platforms embed

Claude into data infrastructure that enterprises already operate, facilitating adoption of Claude within

existing workflows and making it easier for enterprises to realize value from Claude. To accelerate the

growth and capability of this ecosystem, in March 2026, we launched the Claude Partner Network,

committing an initial $100 million in 2026 to fund partner training, technical certification, and joint

market development with the firms that bring Claude into enterprise environments. As of September

30, 2026, this network comprises over 150,000 practitioners across over 4,000 organizations who have

received certifications through our Claude Certification Program. Certifications represent role-specific

11 Run-Rate Revenue is an operating metric, is not a substitute for revenue prepared in accordance with GAAP, and is not a forecast

of future revenue. Because consumption-based revenue represents the substantial majority of our revenue and may fluctuate

from period to period, and because our Run-Rate Revenue growth rate is expected to decline over time, our Run-Rate Revenue

as of any measurement date may not be indicative of our revenue for future periods. Our Run-Rate Revenue as of any

measurement date has included, and we expect will continue to include, amounts from customers that we subsequently

determine are using our models, platform, and applications in violation of our usage policy or commercial terms, and whose

revenue would not be expected to recur following restriction or termination of their access. See the section titled “Risk Factors—

Certain of our operating metrics are subject to assumptions and limitations. As a result, these metrics may not provide an

accurate indication of our actual performance or future results” for additional information.

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capabilities validated through proctored examinations designed to give enterprises confidence in the

partner they are selecting. In October 2026, we launched the Claude Frontier Academy (the

“Academy”), backed by a $100 million commitment, to address a key constraint on enterprise AI

adoption: the shortage of engineers who can take AI from an initial use case into production. Drawing

on our own experience deploying Claude inside large enterprises, the Academy trains our customers’

and partners’ engineers to the same standard as our own engineers, with each participant leading a

Claude deployment at their own organization. We aim to train 10,000 engineers through the Academy

by the end of 2027, beginning with cohorts from leading consulting firms and enterprises.

•Ode with Anthropic. We recently launched an AI services company in partnership with leading private

equity firms to bring Claude’s capabilities to mid-sized companies across sectors, building solutions on

the Claude Platform and supporting customers over the long term. Ode with Anthropic will partner

closely with our Applied AI and go-to-market teams.

Our broad and diverse distribution strategy seeks to maximize customers’ access to our platform and

applications regardless of where they work. From there, adoption can scale frictionlessly, and through our

Applied AI teams and partnerships, we help enterprises realize more value as their adoption grows.

Unprecedented Financial Model to Support Long-Term Investments

We believe the diffusion of AI through the global economy represents one of the largest opportunities in history

to improve how humans live and work, and it is just beginning. As of September 30, 2026, our customers with

$100,000 or more of revenue on a TTM basis included every company in the Fortune 10, over 50% of the

Fortune 500, and over 30% of the Global 2000. Within the Fortune 500, these customers included the 10

largest software and IT services companies, the 10 largest internet companies, nine of the 10 largest

pharmaceutical companies, the 10 largest banks, nine of the 10 largest semiconductor companies, and eight of

the 10 largest healthcare companies. We believe enterprises are still in early phases of deployment, and we

believe most knowledge workers have yet to fully experience what frontier AI can help them accomplish. We

believe many industries have barely begun to explore the transformative potential of AI-native workflows.

Furthermore, each successive version of a Claude model is designed to unlock new use cases, new customer

types, and entirely new categories of economic value and expand our addressable market.

We will continue to invest in the responsible development and maintenance of advanced AI for the long-term

benefit of humanity. Our financial model provides us with competitive advantages to make these investments

and advance the frontier.

Significant Revenue Growth

Rapid Customer Adoption and Revenue Growth

Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into

business-critical workflows and enabling the development of products built on Claude. Over the past three

years, we have seen rapid customer adoption across companies of every size and industry around the world.

From September 30, 2025 to September 30, 2026, we have grown customers with $100,000 or more of revenue

on a TTM basis from more than 950 to more than 11,900. Additionally, our Run-Rate Revenue was $ as of

October 31, 2026.11

Significant Customer Expansion

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Our customers’ journey using Claude often begins with a single use case before expanding across departments,

applications, and workflows. As our models become more capable, customers often deepen our partnerships—

they find more ways to embed Claude into their workflows, increasing the scope of what Claude can accomplish

within their enterprises. This pattern of initial deployment, demonstrated value, and rapid expansion has been

replicated across organizations and is reflected in our Net Revenue Retention of approximately 900% as of

September 30, 2026.

We see this expansion as customers adopt agentic products like Claude Code. For example, in the three months

ended September 30, 2026, Claude Enterprise users who did not use Claude Code spent less than $75 per

month on average, while the top 5% of Claude Enterprise users who used Claude Code spent approximately 20

times that amount.

Diffusion also accelerates as we deliver value to our customers by unlocking new capabilities and by delivering

existing capabilities at a lower cost per task. Customers’ cost per task can decrease for two reasons: newer, more

capable model versions can complete tasks more efficiently, and we may reduce the prices we charge for our

models. For example, with the release of Claude Fable 5.1 in September 2026, we reduced the cost of typical

workloads by approximately 25% compared to Fable 5, with savings of up to 45% for complex coding and highly

agentic tasks. Similarly, with the release of Opus 5.5 that same month, we reduced customers’ cost per task by

approximately 40% compared to Opus 5. In each case, the reduction was a combination of a lower price and

improved efficiency, the contributions of which depend on the task. Because of our compute efficiency, we have

been able to make these improvements while preserving our margins.

In the past, when we have launched new model versions that deliver a significant increase in capability and a

lower cost per task, we have generally seen customers expand their use of our intelligence service. For example,

we launched Opus 4.5 in November 2025 with greater capabilities and a lower price and cost per task than its

predecessor Opus 4.1. Following that launch, our total quarter-over-quarter revenue growth accelerated from

48% for the three months ended December 31, 2025 to 132% for the three months ended March 31, 2026. This

growth reflected the combined effect of several factors. These included lower prices and improved capability

that unlocked new use cases, the emergence of new products, and expanded customer adoption. More recently,

in September 2026, we launched Opus 5.5, which delivered a significant increase in capability and a lower cost

per task compared to previously available models, and many customers have since migrated to it from older

models.

Compute Efficiency

Premium Value to Enterprise Customers. Claude’s position at the frontier of intelligence enables us to capture

value commensurate with the impact, quality, and reliability of our outputs. Enterprise customers embed

Claude in business-critical workflows, driving stronger retention and higher monetization than consumer AI.

We believe our premium intelligence and focus on high-value customer workloads allow us to generate greater

return on our compute investment.

Approach to Compute. We believe that our approach to compute drives more intelligence from research and

model development, and that we can support more customer and internal usage of Claude from a given amount

of compute investment, compared to other approaches in the industry. This advantage is further reinforced by

our single-fleet fungibility through multiple strategic partners, which gives us a diversified compute base,

resilience against supply constraints, and the ability to optimize for efficiency in ways that less flexible

architectures cannot match.

Closing the Loop. The practical value of “closing the loop” is enormous for compute efficiency: Claude has

helped write and iterate on compute multipliers that are central to efficient inference and has accelerated

development and model release timelines.

Operating Efficiency

High Talent Density. As of September 30, 2026, with approximately 5,300 employees, our TTM revenue per

employee was over $6.6 million—a reflection of what we believe is the deepest concentration of AI research

talent in the world. We cultivate a low-ego, high-impact, and mission-aligned culture that minimizes friction,

which we believe results in an organization that produces output disproportionate to its headcount.

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Efficient Go-to-Market. We do not rely exclusively on a traditional enterprise sales force. Our intelligence-led

growth and broad distribution partnerships enable us to rapidly grow customer adoption and revenue without

being limited by the rate at which we can grow our sales and marketing personnel, resulting in greater sales

efficiency compared to typical enterprise technology companies.

Internal Usage of Claude. Our operating efficiency reflects the structural advantages of an organization that is

one of the most intensive users of its own technology. For example, over 90% of the contributions to our

codebase in September 2026 were written by Claude. Additionally, the average daily volume of code

contributed to our codebase per engineer in the three months ended September 30, 2026 was over 45 times the

average daily volume in the year ended December 31, 2024. Claude is embedded in workflows across all teams,

providing a substantial increase in the overall productivity of our organization, with each new model version

accelerating this effect.

Long-Term Investment Philosophy

Building frontier AI requires large-scale investments, and our financial model demonstrates that we can make

those investments while generating increasingly attractive returns. This is evidenced when comparing the three

months ended June 30, 2026 to the three months ended June 30, 2025:

•Revenue increased 1,368%;

•Compute and infrastructure expense increased 300%;

•Other operating expenses increased 741%;

•Operating margin increased from (152)% to 8%; and

•Adjusted Operating Margin increased from (129)% to 19%.

This combination of unprecedented revenue growth, compute efficiency, and operating efficiency driving this

model gives us the confidence to keep investing at scale, both near-term and long-term.

To support our research, model development, customer demand, and internal usage of Claude, we continue to

invest at scale. As of and subsequent to September 30, 2026, we have entered into purchase commitments and

lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate

committed spend of more than $ . These commitments include approximately $ expected to be

incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between

2031 and 2045. Approximately $ of these commitments are due in the next 12 months. See the section

titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Contractual Obligations” for more information.

As we invest heavily towards the incredible opportunity ahead, our core advantages enable us to generate more

from every dollar we invest in scaling our business. The momentum in our financial trajectory increases our

conviction to continue investing to build and scale Powerful AI that is safe, beneficial, and understandable, and

positions us well for long-term growth.

Our Growth Strategy

Our growth strategy reflects our conviction that sustained leadership in frontier AI requires continuous

investment in our people and culture, compute and infrastructure, Claude’s intelligence, capability, and safety,

the breadth of Claude’s availability, customer adoption and expansion, entering new markets, and strategic

transactions and partnerships that accelerate our mission.

•Invest in our Talent and Culture. Talent is one of our most important advantages, and

maintaining our talent density requires retaining exceptional people and recruiting world-class talent,

including researchers and engineers, who share our mission. At the same time, we leverage Claude

itself to grow our business without growing headcount linearly, resulting in extraordinary

contributions per employee. We intend to continue investing in our low-ego, high-impact, and mission-

aligned culture that has driven our talent density as we have scaled.

12 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

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•Invest in Compute. Compute is the critical input that enables both our frontier research and our

ability to serve growing customer demand. Today, we partner with major hyperscalers and leading chip

providers, giving us diversified access to compute and the flexibility to adopt new hardware as it

becomes available. We intend to secure further compute beyond our existing commitments, expand

our own data center footprint to secure additional long-term compute, and improve the cost profile of

our compute investments. We intend to continue improving compute efficiency by expanding our

ability to orchestrate workloads across our multi-chip compute architecture and by investing in

research that produces further algorithmic advances, compounding the efficiency gains we have

already achieved.

•Advance Claude’s Intelligence, Capability, and Safety. Maintaining our leadership in frontier

AI requires sustained investment in the research breakthroughs that drive each successive generation

of Claude models. We plan to continue advancing Claude’s core intelligence and safety in tandem,

expanding the frontier of what AI systems can reliably do—from extending the complexity and duration

of autonomous work, to pioneering new ways AI can be applied across professional domains, such as

software development, financial services, insurance, healthcare, life sciences, legal, education, retail

and commerce, telecommunications, professional services, technology, and cybersecurity. As Claude’s

capabilities advance, we believe it will address entirely new categories of use, resulting in deeper

adoption and greater demand for our platform.

•Make Claude Available Everywhere. We plan to continue our efforts to make Claude’s

intelligence accessible across every surface where work happens. Today, customers access Claude

through our own platform and applications, including Claude Code, Claude Cowork, Claude.ai, Claude

Security, Claude Design, and Claude Science; through cloud marketplace integrations with AWS, GCP,

and Azure; and through embedding in enterprise applications. We plan to expand these channels and

reach new customers where they already work. As Claude appears across more of the surfaces where

work happens, we expect our brand to strengthen, driving further adoption.

•Drive Adoption Across Existing and New Customers. We intend to grow our direct go-to-

market and Applied AI teams to deepen enterprise relationships, build custom agentic solutions for

complex deployments, and help customers expand Claude across their operations. We are focused on

building a global brand that is synonymous with frontier AI that enterprises and prosumers trust to be

reliable, secure, and steerable. We intend to deepen our cloud distribution partnerships and expand

the enablement of partner field teams to sell, deploy, and integrate Claude. We also plan to continue

investing in our prosumer channel, where individual users often become internal advocates who pull

Claude into their organizations. We are growing our ability to serve international customers through

the expansion of regional offices and partnerships, and we expect international expansion to be a

meaningful driver of growth as global demand for AI accelerates.

•Extend the Frontier into New Markets. As frontier AI continues to advance, we see potential for

it to accelerate novel discoveries and open entirely new markets, reaching domains from healthcare

and life sciences to robotics and the physical world. For example, in the life sciences sector, where

annual global pharmaceutical spend is expected to exceed $2 trillion in 2026, Claude is used in drug

discovery and development by our customers, our biotechnology partners, and our own researchers.12

We are building AI agents that support scientists at each stage of that process. To build the best tools

for the industry, we have invested in deep life sciences expertise of our own, hiring industry experts,

building a molecular biology lab, acquiring Coefficient Bio, and partnering with industry leaders.

Beyond knowledge work, we believe frontier AI has the power to transform physical work. Advances in

Claude’s general capabilities, together with our Model Hardware Standard, now allow it to operate lab

and manufacturing equipment such as microscopes, liquid handlers, and off-the-shelf robotic arms.

We believe that compounding model capabilities will continue to unlock transformative opportunities

across many other sectors of the global economy.

•Pursue Strategic Transactions and Partnerships. We intend to selectively pursue acquisitions,

investments, and strategic partnerships, including ecosystem partnerships with SIs, consultants, and

data platforms, that accelerate our mission, expand our reach, and strengthen our competitive

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position. In a talent-constrained industry, acquisitions can be an efficient path to adding exceptional

technical talent that can immediately contribute to advancing Claude’s capabilities. We may also

pursue transactions that strengthen our infrastructure position or deepen our capabilities in

strategically important domains. For example, in April 2026, we completed the acquisition of

Coefficient Bio, Inc., a computational biology company, to accelerate our research in the life sciences.

We may also pursue partnerships, such as our recently launched AI services company, Ode with

Anthropic, in which we have partnered with leading private equity firms to bring Claude’s capabilities

to mid-sized companies across sectors, building solutions on the Claude Platform and supporting

customers over the long term. Ecosystem partnerships also expand our reach, allowing customers to

adopt Claude through SIs, consultants, and data platforms.

Our Models, Platform, and Applications

We are building at every layer of frontier AI. Our Claude model family provides the underlying intelligence. Our

Claude Platform makes that intelligence available as a set of composable primitives that developers and

enterprises can assemble into their own solutions. Our applications draw on those same primitives, packaged

into products customers can deploy directly. Because we build these layers cohesively, improvements at any

layer compound across the stack and benefit our customers. We believe this integrated approach has made us a

partner of choice for customers transforming their business through AI. Customers can adopt, govern, and scale

our technology immediately, and each new primitive and application we release expands the range of workflows

they can run on Claude.

Our platform unifies frontier intelligence with the harnesses, connectors, governance, and orchestration that

are all required to put that intelligence into production. As customers build on the primitives we provide,

Claude becomes an integral part of their data, workflows, and institutional knowledge, and the relationship

deepens with each integration. We open our platform to all builders because we believe enabling a wide range of

companies to build on Claude generates more innovation and value than we could create on our own.

We build first-party applications to demonstrate where frontier models are heading and to deliver fully

integrated solutions where we have a distinct viewpoint on the workflow. Applications like Claude Code and

Claude Cowork are early examples of what the future of agentic work might look like; they put our latest AI

capabilities directly into the hands of users while accelerating the market’s understanding of AI’s possibilities.

Because our research and product teams work side by side, new model capabilities inform our products and

customer feedback on those products informs our research priorities. This allows us to build products for where

we believe model capabilities are going, not just where they are today. For example, we designed Claude Code

around the agentic coding capabilities we expected our models to achieve, which positioned it to scale rapidly as

those capabilities arrived. We have taken a similar approach with Claude Cowork.

We also design our products to close the gap between what Claude can do and how fully customers use it, which

we believe is important to helping customers realize the value of frontier intelligence. Rather than requiring

customers to learn how the underlying models work, we build products that allow them to interact with Claude

as they would with a colleague, simply and naturally, so they can adopt new capabilities as they become

available. We believe that as we extend the frontier and broaden our application surfaces, customers realize

value faster, embed Claude more deeply into their operations, and increasingly rely on us as a primary provider

for their AI transformation.

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The Claude Model Family

The Claude model family is currently composed of four model classes: Mythos (including Fable), Opus, Sonnet,

and Haiku. Our model classes can be used individually for certain tasks or in combination with one another.

They offer broad flexibility to choose the ideal performance, cost, and speed for each use case. All models

support text, code, and multimodal inputs.

•Mythos (including Fable). Our most capable model class, delivering frontier performance across all

domains and solving problems AI has not reliably handled before, especially in coding and long-

running agentic tasks. Given its advanced capabilities in sensitive areas like software vulnerability

discovery and biology, we deploy this underlying model in two distinct configurations. Fable is

generally available and runs with our production safeguards, which block or limit performance on

certain sensitive topics, including by routing requests to a less capable Claude model. Mythos runs with

safeguards calibrated for vetted organizations and individuals doing cybersecurity and life sciences

work, and is available through our trusted-access programs, including our Cyber Verification Program.

We first made the class available in April 2026 as Claude Mythos Preview through Project Glasswing,

made Fable 5 generally available and offered Mythos 5 to Project Glasswing participants in June 2026,

and released Mythos 5.1 and Fable 5.1 in September 2026.

•Opus. Our powerful workhorse model class for reasoning-intensive tasks. Our most recent Opus

release, Claude Opus 5.5, is designed to serve as the enterprise daily driver, powering agents that run

projects end to end and advancing capabilities across agentic coding, computer use, and knowledge

work. Opus models consistently rank among leading models on key industry benchmarks.

•Sonnet. Our versatile model class for everyday tasks, providing a balance of performance, cost, and

speed for the widest set of general-purpose use cases, including high-volume sub-agents in multi-agent

orchestration setups.

•Haiku. Our lowest-cost and fastest model class. Haiku models are designed for high-volume workloads

like customer service agents and large-scale document processing.

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The Claude Platform

Customers choose Claude for more than the models. The Claude Platform lets developers and businesses build,

manage, and deploy agentic AI applications on infrastructure with high reliability, security, and availability.

Platform Features

Platform features enable developers to customize their usage of Claude, including:

•Extended Thinking. Claude can perform additional internal reasoning before producing a final

response, working through complex, multi-step problems to improve response quality on tasks like

analysis, math, and coding.

•Adaptive Thinking. Claude automatically calibrates whether a given request calls for extended

reasoning and how much reasoning to apply—so developers get the benefits of extended reasoning

without configuring reasoning levels request by request.

•Effort Controls. Developers can specify an effort level on each request to guide how much reasoning

Claude applies, allowing them to balance response quality against cost and latency.

•Tool Use. Claude can natively call external functions and APIs throughout a conversation, with support

for parallel execution and interleaved thinking between tool calls. The search tool loads only the tools

required for a given task on demand, which can reduce token overhead compared to loading full tool

libraries upfront.

•Long Context. Claude supports large context windows and maintains its strong performance even as

inputs grow, meaning that developers can include entire codebases, large document sets, or long agent

histories in a single request.

•Structured Outputs. Developers can constrain Claude’s responses to a specified schema, such as valid

JSON (JavaScript Object Notation), so results integrate reliably with downstream systems and

application code with less additional parsing or validation.

•Code Execution. A sandboxed execution environment where Claude can write, run, and iterate on code

within an agent loop, which is foundational for data analysis and automation workflows. This

environment lets Claude call tools and process large volumes of data more efficiently and run the

scripts packaged in Agent Skills.

•Web Search. A native tool giving Claude access to real-time web information, enabling grounded,

citation-aware responses in production applications.

•Files API. Allows developers to upload documents once and reference them across multiple sessions,

simplifying workflows that depend on persistent documents.

Context Management

Developers can connect context to Claude for their agents and applications using context primitives.

•Model Context Protocol. MCP is an open standard we introduced in November 2024 and donated to

the Linux Foundation’s Agentic AI Foundation in December 2025. MCP defines a universal interface

through which Claude, as well as other AI tools, can connect to enterprise data sources, tools, and

workflows. Claude Platform’s native MCP connector handles connection management, tool discovery,

and error handling automatically.

•Agent Skills. A modular framework that lets organizations encode repeatable tasks, workflows, and

domain expertise into reusable packages, or skills, that Claude loads on demand. We provide pre-built

skills for common formats like Word, Excel, PowerPoint, and PDF, while custom skills can capture

anything from engineering standards and regulatory processes to proprietary toolchains. These skills

turn institutional knowledge into agent capabilities.

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•Model Hardware Standard. Currently in research preview, our Model Hardware Standard enables AI

agents to find, understand, and safely operate lab and manufacturing equipment such as microscopes,

liquid handlers, and off-the-shelf robotic arms. Our Model Hardware Standard is model-agnostic and

lets any agent harness reach devices with a programmable interface through standard protocols such as

MCP.

Infrastructure

The Claude Platform offers high reliability and availability for enterprise-grade agentic workloads. Customers

building on Claude need the model served dependably wherever they operate, they need it to run efficiently at

scale and speed, and they need the tooling that allows a model to work on its own. We operate that

infrastructure so our customers do not have to build and maintain it themselves.

•Availability. The Claude Platform is available directly from Anthropic and through the major cloud

providers, including AWS, GCP, and Azure. Feature availability varies by deployment.

•Cost, Speed, and Scale. Developers can tune how Claude runs to fit the performance and economics of

each workload:

◦Prompt Caching. Large, reused prompt components can be cached for up to one hour, reducing

cost by up to approximately 97% and latency by approximately 60% for long prompts, compared

with processing the same requests without caching.

◦Batch Processing. Enables high-volume asynchronous processing at reduced cost.

◦Fast Mode. Delivers lower-latency responses for latency-sensitive and interactive applications

where speed is critical.

Harnesses

A model alone is not an agent. Running one reliably in production is challenging, because agents must survive

crashes and interruptions, act on systems with scoped and auditable credentials, and scale across variable

workloads. Autonomous operation requires a harness, which provides the secure environment, credentials,

memory, and orchestration loop a model needs to plan, call tools, verify its work, and complete a task safely on

its own. Building and operating that infrastructure is specialized, continuous work that, until recently, each

customer had to take on themselves. We offer two ways to run a harness on the Claude Platform:

•Agent SDK. This solution makes the same production-grade harness that powers Claude Code available

to all developers, to run on their own compute. It provides built-in context management, session

handling, multi-agent coordination, and prompt optimization, so customers can build and run

sophisticated agents on their own infrastructure in a fraction of the time otherwise required.

•Claude Managed Agents. An out-of-the-box solution in which we operate the harness on our

customers’ behalf, on Anthropic-managed compute. We host the sandboxes, store the credentials,

maintain the memory, and run the agent loop; customers define their agent’s tasks, tools, and

guardrails. When a new model becomes available, customers do not need to rebuild their agent loop.

Direct Applications and Integrations

Our platform primitives and models are the foundation for all of our products and support a wide range of use

cases, from coding agents to specialized products in life sciences, finance, security, and more. Paired with our

deep understanding of current and future capabilities of our models, this foundation allows us to rapidly deliver

products that unlock value across many user types and workflows.

•Claude Code. A coding agent, available as a terminal tool, desktop app, web interface, and mobile app,

with native integrations for GitHub and popular IDEs (Integrated Development Environments).

Claude Code handles multi-step software development tasks—planning, writing, editing, testing,

debugging, and committing code—across large codebases with sustained context and supports parallel

agent sessions, so a single developer can keep multiple tasks moving in parallel.

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•Claude Cowork. A knowledge work agent on desktop, web, and mobile, built on Claude Code’s agentic

architecture. Users describe a task in plain language and Claude breaks it into steps and completes

them across local files, connected apps, Chrome, and the desktop itself, clicking and typing through

native applications when no integration exists. It returns finished documents, spreadsheets,

presentations, and organized folders, with no terminal or code required. An open-source plugin system

lets users install or build packages bundling skills, data connectors, and workflows.

•Claude.ai. Our flagship conversational product, available on desktop, web, and mobile. Claude.ai is the

broadest entry point to Claude, available to enterprises, teams, and individuals, offering access across

our Claude model family with support for file uploads, projects for persistent context across

conversations, memory, web search, and artifacts for real-time code and document rendering.

Claude.ai delivers top-of-funnel demand generation for enterprise adoption. In September 2026, we

began merging Claude Cowork and Claude.ai into a unified application, such that any request is

automatically handled using the appropriate tools, drawing on Claude Cowork’s capabilities.

•Claude Security. A defensive cybersecurity product, available in public beta to Claude Enterprise

customers, that puts frontier vulnerability detection and patching into the hands of security teams.

Claude Security reasons about code the way a security researcher does, tracing data flows and

examining how components interact across a codebase to uncover complex, context-dependent

vulnerabilities that pattern-based scanners can miss. Each finding is surfaced with a confidence rating,

severity assessment, and reproduction steps. Users can move directly into Claude Code to review and

apply the proposed patch, compressing the time from scan to fix.

•Claude Tag. A collaborative agent that works alongside teams in productivity tools like Slack where

users tag Claude into any channel or thread and delegate work in plain language. With the context of

the surrounding conversation, enterprise software tools, shared documents, and channel-scoped

memory, Claude returns answers, drafts, analyses, and pull requests directly in-thread, operating as an

ambient teammate that knows when to proactively join the conversation. Claude Tag brings Claude

into the multiplayer workflows where teams already coordinate, extending adoption from individuals

to entire organizations.

•Claude Design. Enables users to create polished designs, prototypes, presentations, and other visual

work through natural language conversation and direct editing. Claude Design extends our platform

into visual and creative work, broadening the range of professional tasks for which designers,

marketers, founders, and go-to-market professionals can utilize Claude.

•Claude Science. An AI workbench for scientific research that brings literature analysis, data processing,

and manuscript preparation into a single desktop environment. Researchers describe an analysis in

plain language, and Claude Science queries more than 60 scientific databases to complete it end-to-

end. Claude Science executes computationally intensive workloads on a lab’s own machines,

institutional computing clusters, or on-demand cloud resources, without requiring researchers to

manage the underlying infrastructure. It returns publication-ready figures and manuscripts—with

natively rendered scientific outputs, fully reproducible code, agent-powered verification, and traceable

results. Claude Science extends Claude into scientific research, putting frontier capabilities directly in

the hands of researchers working on some of the world’s hardest problems.

Customers can access each of these products through our Claude Enterprise offering. Claude Enterprise

provides security and compliance controls, including SAML (Security Assertion Markup Language)-based

single sign-on with SCIM (System for Cross-domain Identity Management) provisioning, role-based access

controls, audit logging, a Compliance API, and configurations designed to support Health Insurance Portability

and Accountability Act of 1996 (“HIPAA”) compliance for healthcare and regulated-data workloads—alongside

a centralized administrative console for IT oversight, cost visibility, and controls.

Customers in regulated industries and beyond use our most capable models for sensitive work. These customers

must keep their data private, and we must be able to detect misuse. In September 2026, we announced

Enterprise Frontier Safeguards, which is designed to address both needs. The activity data we use for

automated safety monitoring is stored in the customer’s own cloud account, under the customer’s encryption

keys and access controls. Our automated systems review recent activity for signs of serious misuse and send

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alerts of such misuse directly to the customer’s security team. No review by Anthropic employees is required.

We developed Enterprise Frontier Safeguards with more than 100 customers in industries including financial

services, healthcare, and the public sector. We are rolling out this feature in phases and, until the completion of

the rollout, eligible customers receive zero data retention on Fable 5 and Fable 5.1, meaning that, except where

needed to comply with applicable law or combat misuse or harm, we do not store their inputs or outputs after

we process a request.

Vertical Solutions

Beyond our horizontal platform and applications, we are building vertical solutions in industries where domain

specificity and regulatory requirements make general-purpose tools insufficient. Our vertical solutions arrive

purpose-built and are embedded with domain knowledge, controls designed to support industry-specific

compliance requirements, and pre-configured data integrations that reduce time-to-value. Our vertical

solutions are delivered through a range of channels, including our Claude Enterprise and Team plans, domain-

specific connectors and plugins available on our individual subscription plans, Claude Platform, and, in the case

of Claude for Education, institution-wide agreements. To date, we have launched seven vertical solutions:

•Claude for Financial Services. Provides finance professionals with pre-built, customizable AI agents

for common finance workflows, such as drafting pitch books, reviewing earnings, running know-your-

customer screenings, and conducting financial analysis. Claude for Financial Services plugs directly

into the data sources those firms already use (e.g., market data, data warehouses) and runs inside the

tools financial professionals utilize—such as Excel, PowerPoint, Word, Outlook, and Claude’s own

apps.

•Claude for Financial Advisors. Provides financial advisors and wealth management firms with pre-

built, customizable workflows for common advisory tasks, such as preparing for client meetings,

drafting follow-ups, reviewing portfolio rebalances, and preparing estate and tax briefs. Claude for

Financial Advisors plugs directly into the systems advisors already use (e.g., custodial platforms,

portfolio management and financial planning tools, and customer relationship management software),

with advisor review built into each workflow to help firms meet their compliance requirements.

•Claude for Healthcare. Gives providers, payers, and health technology companies frontier models with

domain intelligence across clinical reasoning, medical coding, and long-horizon agentic operations and

tools designed to support HIPAA compliance for medical and operational workflows. Claude for

Healthcare also connects to industry systems including the Centers for Medicare & Medicaid Services

Coverage Database, ICD-10, and National Provider Identifier (NPI) Registry, with agent skills for Fast

Healthcare Interoperability Resources (FHIR) development and prior authorization reviews.

•Claude for Life Sciences. Provides computational biologists, bioinformaticians, clinical trial managers,

and regulatory affairs specialists with domain intelligence built into frontier models across organic

chemistry, structural biology, lab protocols, and bioinformatics pipelines. Claude for Life Sciences

supports work across the development chain, from early discovery and preclinical research through

clinical trial operations and regulatory submissions. Claude plugs directly into the tools and databases

researchers already use, such as electronic lab notebooks, data repositories, and scientific literature.

•Claude for Legal. Provides legal professionals, in-house counsel, law firm attorneys, and legal

operations teams with pre-built AI agents for common legal workflows. Claude for Legal plugs directly

into the systems and tools legal professionals already rely on. Through MCP connectors, Claude for

Legal connects to e-discovery and legal data intelligence platforms like Relativity, AI contracting

platforms like Ironclad, legal research databases, deal rooms, and matter management systems. Each

agent and workflow is configurable to a team’s own precedents, processes, escalation chains, risk

calibration, and house style—with controls designed to support attorney-client privilege, ethical walls,

and confidentiality obligations.

•Claude for Education. Provides trusted AI solutions for higher education institutions and K-12

educators. Claude for Higher Education gives faculty, students, researchers, and administrators an AI

partner for teaching, learning, research, and operations. This includes a learning mode for students,

which is designed to strengthen critical thinking. Claude also helps university faculty across tasks such

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as research, drafting assignments, and supporting administrative work, all with the security and

compliance built for institutional requirements. Claude for Teachers gives verified K-12 educators in

the United States free access to premium Claude capabilities, a library of teaching skills, and a direct

connection to evidence-based curricula, mapped to academic standards in all 50 states. Claude helps

with the paperwork, so teachers can spend more time with their students.

•Claude for Government. Brings Claude models to U.S. government agencies for drafting, research,

analysis, and coding in a FedRAMP High authorized environment, designed to support the data

handling and auditability requirements of government customers. Government customers outside the

United States, and customers with workloads in classified environments, can access Claude models

through Amazon Bedrock, subject to the authorizations and availability of that platform.

Our Infrastructure

Our infrastructure underpins our ability to train frontier models, serve inference at scale, manage internal

usage of Claude, and deliver Claude to our customers with the performance and reliability that enterprise

deployments require. We have built a differentiated infrastructure layer that allows us to train and deploy

frontier models more efficiently across multiple hardware platforms. This infrastructure advantage compounds

over time: as we bring optimizations to each chip family, every layer of our system benefits accordingly.

Multi-Chip Compute Approach

We have built a deliberate and diversified compute sourcing strategy across multiple chip platforms that

provides the following distinct advantages:

•We can secure compute from multiple providers rather than being constrained by any single provider.

•We can select chips based on the best price-performance and efficiency characteristics for each

workload, benefiting from the differentiated strengths of each platform.

•We maintain collaborative relationships with each of our providers, and we influence roadmaps and

features of future chip generations. Our chip platforms include:

◦AWS Trainium. Our strategic collaboration with Amazon provides us with access to AI

accelerators, including custom-designed Trainium chips, and compute infrastructure, as well as

the opportunity to influence future generations of Trainium chips.

◦Google TPUs. Our partnerships with Google and Broadcom provide us with access to compute

capacity powered by Google TPUs across multiple generations of the TPU platform.

◦NVIDIA GPUs. Our strategic partnership with NVIDIA Corporation (“NVIDIA”), together with our

arrangements with Microsoft, SpaceXAI, Nscale, Lambda, and other cloud providers, provides us

with access to compute capacity powered by NVIDIA GPUs, including NVIDIA Grace Blackwell

and Vera Rubin GPU systems, as well as the opportunity to collaborate directly with NVIDIA on

design and engineering to optimize future NVIDIA hardware for our workload profile.

◦AMD GPUs. Our relationship with AMD, together with our arrangements with approved

manufacturers of AMD-based Helios rack-scale systems and third-party service providers,

provides us with access to compute capacity powered by AMD Instinct™ GPUs, including AMD

Instinct™ MI450 Series GPUs, as well as the opportunity to collaborate directly with AMD through

a multi-year engineering collaboration.

•We can onboard new chip platforms in a fraction of the time it once took. Historically, bringing a new

chip platform into production required intense engineering effort over many months. By leveraging

Claude, our engineering teams can now bring new chip platforms into production more quickly. This

speed and efficiency also relies on the robust foundation we have already built across multiple chip

families, including a proprietary orchestration layer designed to seamlessly test and measure

performance against our actual workloads. As a result, we are able to adopt new AI accelerators as they

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become available, expanding our access to compute capacity while reducing our dependence on any

single hardware provider.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations

—Liquidity and Capital Resources—Contractual Obligations—Infrastructure Service Arrangements” for more

information regarding the terms of these arrangements.

Our Data Center Strategy

Historically, we purchased compute under fixed-time agreements. As our compute requirements have scaled,

we have transitioned to a hybrid model in which, in addition to purchasing compute as a cloud service, we also

procure specialized AI accelerators directly and operate this hardware in dedicated data center facilities leased

and operated on our behalf, to our specification. We refer to this additional source of compute as Anthropic

Direct. This transition is driven in part by the scale of our compute requirements as well as the potential long-

term economic advantages of direct infrastructure leasing and hosting. Our first data center facility became

operational this year.

Anthropic Direct also lets us separate our commitment to data center capacity from our commitment to the AI

accelerators deployed inside it. Because data centers require longer lead times but represent a smaller fraction

of total compute costs, this approach enables us to secure data center capacity early while deferring larger

accelerator investments until our specific compute needs are more certain.

Our data center infrastructure strategy includes several contractual arrangements that, taken together, form a

new source of compute to supplement the capacity we procure from our CSPs. Such arrangements include the

following:

•Compute Infrastructure Equipment. We procure specialized AI accelerators and associated

components, including CPUs and high-bandwidth memory, through master equipment leases,

including the 2026 Lease Arrangement, pursuant to which we receive such hardware for deployment in

dedicated data center facilities operated by others on our behalf. See the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital

Resources—Contractual Obligations—Infrastructure Equipment Leases” for more information

regarding the terms of these leases.

•Data Centers. In certain of our data center infrastructure arrangements, third-party partners procure

the underlying real estate, power, and data center facilities, while we lease capacity in those facilities

and contract with specialized third-party operators for ongoing facility management. For example, we

have entered into a colocation and services agreement with Fluidstack USA I Inc. (“Fluidstack”), under

which Fluidstack provides data center development and operations services to us. We have also

executed data center leases directly and expect to do so increasingly over time. To secure certain data

center development projects, which require significant capital commitments in advance of deployment,

we have in some cases relied, and expect to continue to rely, on arrangements with financing sources or

partners who guarantee the lease obligations to support the development of data center capacity that is

expected to host such partner’s chips or computing infrastructure. Our ability to expand compute and

infrastructure capacity through these arrangements in the future may depend on the continued

willingness and ability of a limited number of CSPs, partners, and financing sources to enter into and

perform under them.

•Electrical Power. Electrical power procurement requires separate arrangements with utility providers

or, in some cases, development of behind-the-meter power generation capacity that supplies electricity

directly to the facility rather than through the broader electric grid. Securing adequate power capacity

for data center projects, whether through grid-connected or behind-the-meter arrangements, typically

requires long lead times and significant financial commitments well in advance of when facilities

become operational.

Our data center infrastructure projects are currently located primarily in the United States. As we continue to

expand our global customer base and research operations, we are pursuing additional data center capacity

internationally to support our full range of workloads.

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Multi-Cloud Distribution

Claude is available across the three major cloud platforms via their dedicated AI service layers (Amazon

Bedrock, Gemini Enterprise Agent Platform, and Microsoft Foundry), ensuring that organizations can deploy

our models within the infrastructure they already use and trust, while providing enterprises with deployment

flexibility and avoiding vendor lock-in.

Our Customers

Organizations around the world rely on Claude. We serve a breadth of customers, from the largest enterprises

to AI-native companies, government and research institutions, as well as prosumers.

As of September 30, 2026, our customers with $100,000 or more of revenue on a TTM basis included every

company in the Fortune 10, over 50% of the Fortune 500, and over 30% of the Global 2000. Across industries,

enterprises deploy Claude in mission-critical production workflows—for example, underwriting insurance

policies, writing clinical reports for life-saving drugs, detecting and remediating cybersecurity threats, and

analyzing portfolios for asset managers. Claude has achieved particularly deep adoption in highly regulated

sectors where the cost of unreliable AI is prohibitive and trust cannot be retrofitted.

In addition, leading AI-native companies build next-generation coding tools, design platforms, and productivity

applications on Claude. Government and research institutions also apply Claude to work that ranges from

materials science to energy security; mission-driven organizations use Claude to compress the expected

timeline of scientific research, clinical workflows, and the delivery of public benefits.

Our customer base has grown rapidly in both the number and scale of customer relationships, with

organizations expanding from initial use cases into enterprise-wide production deployments. As of September

30, 2026, we had more than 11,900 customers with $100,000 or more of revenue on a TTM basis, up from

more than 950 as of September 30, 2025.

Our customers fall into two primary categories: enterprises and prosumers.

Enterprises

Our enterprise customers include a wide range of organizations deploying AI at scale, from AI-native startups

building products to the world’s largest organizations that require enterprise-grade security, governance, and

compliance before a single workflow impacts production. We serve this full spectrum from a single composable

platform, providing frictionless access to our frontier models as well as the controls customers require, such as

single sign-on, audit logging, data retention policies, role-based access controls, and native deployment within

their existing cloud infrastructure.

Software developers remain a critical adoption force within enterprises: they are simultaneously customers, the

architects of applications built on our platform, and the internal champions of organization-wide adoption.

Software developers use Claude Code and the Claude Platform to write, debug, and ship production-quality

code faster—architecting systems, implementing features, building agentic workflows, and resolving complex

issues in hours that previously took days. These production deployments surface the governance, reliability, and

integration requirements that only emerge under real enterprise load, which creates feedback that flows back

into our roadmap and deepens our customer relationships with every release.

Prosumers

Knowledge workers, including researchers, developers, analysts, and writers, subscribe to Claude Pro and

Claude Max to perform complex cognitive work, including drafting analyses, synthesizing research, writing and

reviewing code, building financial models, and automating workflows. With Claude Cowork, non-technical

prosumers build agentic workflows across their applications without writing code, accomplishing in minutes

what previously required hours of manual effort.

Prosumers are some of our earliest adopters and often among our most discerning users. They test out

capabilities within hours of the release of a model, push the latest version of Claude into use cases we may not

have anticipated, and discover edge cases and failures that sharpen each successive version of a Claude model.

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The adoption of Claude Code began with individual software developers who noticed the potential of

autonomous coding agents before enterprise procurement teams had considered the category; Claude Code is

now becoming the default choice inside many enterprise engineering organizations.

Prosumers serve as a powerful top-of-funnel engine—we have consistently seen that individuals who experience

Claude’s value firsthand become advocates within their organizations, seeding adoption that accelerates from

individual use to team-wide and ultimately organization-wide deployment.

How Claude Drives Value for Customers

Customers realize value from Claude in three primary ways: more productive employees, faster processes, and

embedded intelligence in their products. These outcomes are different expressions of the same intelligence,

each drawing on the same models and primitives.

More Productive Employees. Adoption most often begins here. An individual experiences the impact that a

frontier AI model can have on their own output—for instance, hours of financial analysis or code review

completed in minutes—and that conviction spreads from the first user to their team, and from one team to the

entire company. This happens for Claude Code in software development; Claude Cowork delivers this for

knowledge workers more broadly. Our Claude Enterprise plan provides the governance, security, and

administration to support adoption of Claude at organizational scale.

Faster Processes. As adoption deepens, Claude stops being something employees consult and starts being

something the organization runs on. As organizations encode more of their workflows into Claude—their data,

systems, conventions, and prior work—the platform becomes more valuable for them. Claude can draw on that

accumulated context to suggest the next workflow worth automating, reducing the effort required for each

successive deployment.

Embedded Intelligence. At the deepest level, Claude moves from an operational advantage to a commercial one.

Product teams build on the Claude Platform to embed frontier AI into their own products, including customer-

facing agents, AI-native features, and entirely new product lines that were not previously viable without AI

capabilities. Claude is both a tool the organization uses and an ingredient in the value it delivers to its own

customers.

Across all three dimensions, a significant share of expansion requires minimal to no new deployment at all.

Each new version of a Claude model is designed to improve the performance of existing use cases: employees

produce higher-quality work, encoded processes run with greater accuracy and reliability, and embedded

products deliver more value to end users. As a result, customers can increase usage, utilize higher subscription

tiers, and bring additional workflows onto the platform without a new sales cycle or procurement decision.

Despite the pace of adoption, we believe we are in the earliest stages of penetrating the frontier AI opportunity.

Most enterprises that use Claude today have deployed it across a small number of teams and use cases relative

to the scope of work Claude can address today, and the scope of work we believe Claude can address in the

future. We believe most knowledge workers globally have not yet used frontier AI. As each new version of a

Claude model advances in capability, the range of tasks and workflows that become viable on the platform

continues to expand. Because we operate the platform and offer applications, model advances reach our

customers through several channels simultaneously.

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Our Culture, Values, and Talent

Anthropic was founded by a team of researchers who believe that the most consequential technology in history

demands an organization structurally committed to both capability and safety. That conviction reaches every

dimension of the organization: how we hire staff, the research we perform, the policy positions we adopt, and

the choices we make about the deployment of our models. As a result, we are able to achieve breakthroughs that

we believe would be impossible in a culture where safety, model capability, and commercial success are treated

as opposing forces.

All seven of Anthropic’s co-founders remain active leaders in the organization. It is uncommon to see this level

of continuity among the founding team of a technology company, including other major frontier AI labs. The

continuity reflects a genuinely mission-driven and high-trust team.

Our Culture

Several features of our culture are distinctive and difficult for any organization to replicate:

•We Use What We Build. We are one of the most intensive users of our own technology. Over 90% of

the contributions to our codebase in September 2026 were written by Claude, and Claude is embedded

in workflows across all teams at the company. When every team relies on the product daily, the

feedback loop between builder and user is compressed: deficiencies can be found rapidly, and

improvements are felt company-wide.

•Researching Both Safety and Capability. At the same time we advance frontier AI, we develop the

policies and techniques designed to keep our models safe. We were the first frontier AI lab to adopt a

formal Responsible Scaling Policy tying safety evaluations to capability thresholds, which was co-

developed by the same researchers who build our models. Our alignment and mechanistic

interpretability research are examples of active scientific fields that help us understand ever-more-

capable versions of Claude.

•We Optimize for Talent Density. As of September 30, 2026, with approximately 5,300 employees, our

TTM revenue per employee was over $6.6 million—a reflection of extraordinary talent density and a

culture built to compound it. Our employees are known internally as “Ants”—a nickname that captures

the collaborative, ego-light culture of the team. Ants include many of the researchers and developers

defining the frontier of AI, alongside proven operators across disciplines. Shared purpose paired with

low ego translates directly into less organizational friction and greater impact per employee. Claude

compounds that impact further: Ants use Claude across every function to take on work that would

otherwise require substantially larger teams—allowing us to remain remarkably lean relative to our

output.

•Rigor Applied to Every Function. A majority of our workforce works in research, engineering, and

product development. But the culture of intellectual rigor extends to non-technical functions as well:

our policy team publishes detailed policy frameworks and proposals; our go-to-market team co-

develops deployment architectures alongside customers; and our Applied AI engineers sit at the

frontier of what is possible with agentic systems. Our teams operate in a truth-seeking environment

where the best argument wins, not the loudest voice or the most senior title. The result is a company

where the distance between a research insight and a released product is unusually short.

Our Values

Our values guide daily decisions across the company—from hiring and research prioritization to product

development and customer engagement. We chose them because they reflect how we actually work:

•Act for the Global Good. We strive to make decisions that maximize positive outcomes for humanity

over the long run and are willing to take bold action to ensure our technology is a positive force.

•Hold Light and Shade. We stay hopeful about what AI can achieve while remaining clear-eyed about

what could go wrong. Both perspectives are essential, and neither can be sacrificed for the other.

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•Be Good to Our Users. We define “users” broadly: customers, policymakers, our team, and anyone

affected by the technology we build or the actions we take. Going above and beyond for each of them—

not just meeting their immediate needs but considering downstream consequences and societal effects

—is our baseline expectation, not an exception.

•Race to the Top on Safety. We believe building reliable, trustworthy, and secure AI systems is a

collective responsibility and that the market will reward it. We work to set the industry bar for AI safety

and inspire a dynamic where companies must compete on safety.

•Do the Simple Thing That Works. We take an empirical approach to problems and solve for the size of

our impact. We try to identify the simplest solutions and iterate from there.

•Be Helpful, Honest, and Harmless. These principles guide Claude’s behavior and reflect how we

operate as an organization: a high-trust, low-ego team that communicates kindly and directly, assumes

good intentions even in disagreement, and pitches in where needed, regardless of role or team.

•Put the Mission First. Our mission is the arbiter when trade-offs arise between speed and safety, short-

term revenue and long-term trust, competitive pressure and responsible development. Our mission

gives us shared purpose, engenders trust and collaboration, and ensures that no one is a bystander in

our success.

Our Talent

As of September 30, 2026, we had approximately 5,300 employees worldwide, a majority of whom work in

research, engineering, and product development functions. Our team includes researchers who originated

several foundational advances in AI, including RLHF, Constitutional AI, GPT-2 and GPT-3, and mechanistic

interpretability, who developed the first Responsible Scaling Policy to be formally adopted by a frontier AI lab

tying safety evaluations to model capability thresholds, and who authored the foundational paper on Scaling

Laws. Our team draws from a range of disciplines and includes award-winning computer scientists, physicists,

neuroscientists, mathematicians, and policy researchers, as well as seasoned engineering and go-to-market

leaders, united by the conviction that the most consequential technology in history requires the most talented

team building it. We believe our culture and mission alignment enable us to hire and retain the talent required

to continuously push the frontier of AI forward in a safe and responsible way.

We design our human capital programs to attract, retain, and reward top talent through equity incentive plans

and other compensation, while supporting employees’ continual growth and reinforcing our culture and values.

In certain countries in which we operate, we are subject to, and comply with, local labor law requirements

which may automatically make our employees subject to industry-wide collective bargaining agreements.

We believe that building AI systems that serve all of humanity requires a team that reflects the range of

communities we serve. The interdisciplinary nature of our work means we actively seek talent from non-

traditional backgrounds for an AI company, such as philosophy, journalism, and education, and we believe this

breadth of perspective directly strengthens both the safety and capability of our research. We are committed to

fostering an inclusive workplace where employees of all backgrounds can contribute, grow, and thrive.

Research Lab Identity and the Research-to-Product Pipeline

We are first and foremost a research lab. We develop the foundational science to train frontier models, perform

rigorous research to understand these models’ inner workings, and develop techniques to align these models to

human values and make them safe.

Research Philosophy

Our research culture is organized around a principle we apply across the company: do the simple thing that

works. We pursue continuous, empirically validated improvements to data composition, model architecture,

and training methodology, all of which must demonstrate measurable gains that hold as models increase in

scale. This is why we currently focus on software development and agentic capabilities: these are areas where

economic impact is large; where safety concerns manifest, making them a test bed for safety research; and

where outputs are largely verifiable.

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Every research project must ultimately advance our mission. This focus also guides what we choose not to

pursue. For example, we do not currently focus on developing video and image generation models, despite their

commercial appeal. That compute instead goes to coding, agentic skills, and safety research—a research

decision that has also aided the capital efficiency of our models.

Our research culture is highly collaborative and transparent. When multiple teams pursue parallel approaches,

the norm is to consolidate behind the approach with the best empirical results rather than the loudest voice or

most senior person in the room. This requires institutional trust we have built since our earliest days, and we

believe it is a primary reason our research velocity has scaled significantly faster than headcount.

How Research Becomes Product

Anthropic was founded on the empirical conviction that Scaling Laws are the primary engine of AI progress. We

operate with a sustained rigor in how we allocate research resources, including talent and compute, and

measure whether each investment translates into scaled model performance. We believe that sustained and

focused research can allow us to advance at an accelerated rate beyond what Scaling Laws alone predict through

our compute multiplier advancements that have allowed us to push the frontier of model capability with better

compute efficiency.

Pre-training. Our pre-training process operates as a disciplined pipeline. Researchers propose potential

improvements to model architecture, training methodology, or data composition, and each candidate is then

validated at a smaller scale before we permit it to consume large amounts of compute. We set a high bar for

inclusion in a frontier training run; we require evidence that demonstrates a given improvement holds as

models increase in size. Frontier training runs are themselves planned capital deployments with defined inputs

and strict inclusion criteria. Although not every run performs as our researchers expect, the process is designed

to turn research investment into predictable capability gains with greater consistency over time.

Post-training. Pre-training produces raw model capability. During post-training, that capability is refined into

practical utility—the ability to write production-quality code, operate software tools, follow complex multi-step

instructions, and act autonomously on a user’s behalf. This phase has evolved from a minor adjustment step

into one of the largest areas of our research investment, reflecting evolution in model capability from

conversational assistants to autonomous agents that perform tasks independently. Post-training centers on

training models against complete, realistic tasks whose complexity reflects the demands of real professional

environments. We have made substantial proprietary investments in developing this task portfolio, and its

breadth and realism constitute one of our most durable scientific advantages, which we believe is difficult to

observe from outside the organization and correspondingly difficult to replicate.

Inference. Our model architecture and inference infrastructure are co-designed. AI researchers and inference

infrastructure engineers share planning cycles, reporting lines, and performance targets. Model architecture

decisions are made with inference economics as a priority, which is why successive versions of Claude models

can deliver both higher capability and greater efficiency than their predecessors.

Safety Research is Core to Our Business

Any technology that is powerful enough to produce the enormous benefits that we believe AI will bring also

poses risks. Responding to these risks requires a portfolio of safety research that spans how we train, evaluate,

interpret, secure, and monitor our models.

Anthropic’s Responsible Scaling Policy

Our Responsible Scaling Policy describes how we approach the catastrophic risks posed by AI. The policy

requires us to regularly publish detailed risk reports that reflect our perspectives on the overall level of risk

posed by our models and how we are mitigating such risks. Our teams test each model extensively before

release, assessing its capabilities in the domains most relevant to catastrophic risk and evaluating the extent to

which the model can be misused. Our risk report describes an overall assessment of the results of these

evaluations, the mitigations we have implemented to address these risks, and whether, and if so, why, we

believe the identified risks are justified by corresponding benefits. As part of the current version of our

Responsible Scaling Policy, we publish a Frontier Safety Roadmap, detailing our plans for measurable advances

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in security, alignment, safeguards, and AI policy. This acts as an internal spur for safety research and

development and is externally visible so customers and regulators can use it to gauge our progress. Consistent

with this approach, we assess the risks of each model during development and before and after release and we

take the steps we believe are appropriate to mitigate those risks. In the past, these steps have included delaying

the release of new models and limiting their initial availability, such as our initial release of Mythos through

Project Glasswing, and in the future, as we learn more about model capabilities and behavior, could include

additional measures that affect how and when we develop or release these new models. We believe these

practices also serve our customers, since rigorous safeguards and predictable model behavior have become

decisive criteria when selecting an AI partner.

Claude’s Constitution

We have developed a constitution for Claude that describes our vision for how an AI model should be and how

it should behave, which is used directly in the model training process. We have used Claude’s constitution to

meaningfully advance how frontier models are trained, and it is our attempt to grapple with the most difficult

questions regarding the development of this new type of artificially intelligent entity. It is a living document

that we intend to revise as we develop further models and learn more about how they work. Our researchers

have found that training Claude on high-quality constitutional documents combined with fictional stories

portraying an aligned AI contributes to reducing Claude’s misalignment rate. We believe Claude’s constitution

has also proven commercially valuable: transparently laying out the values we intend Claude to hold increases

customer trust.

This constitution orients Claude around four priorities:

•Be Broadly Safe. Avoid irreversible actions and support human oversight of AI behavior.

•Be Broadly Ethical. Maintain honesty and sound moral judgment, and avoid harmful acts.

•Be Compliant with our Guidelines. Adhere to our operational standards for user interactions and

absolute prohibitions on certain categories of harm.

•Be Genuinely Helpful. Deliver substantive, expert-level assistance that creates real value for users.

Model Validation and Training Data

Beyond the assessments performed under our Responsible Scaling Policy, we evaluate each Claude model prior

to its release through a structured, multi-stage evaluation program covering model capabilities, safety

behaviors, and societal impacts, including bias and discrimination, and we document the results of these pre-

deployment evaluations, and their limitations, in our publicly available model system cards. This testing

addresses the reliability and accuracy of model outputs, including through capability and accuracy

benchmarking, evaluations focused on factual accuracy and hallucinations, evaluations of whether model

outputs are honest and accurately reflect the information on which they are based, reliability testing of agentic

performance over long-running tasks, and adversarial red-teaming designed to identify ways in which a model

may fail or behave in unintended ways. Where these evaluations identify issues, we address them through

additional post-training, adjusted safeguards, and re-evaluation prior to release, and we document residual

limitations in the applicable model system card.

Claude models are trained on data drawn from a broad range of sources, modalities, and languages, including

publicly available information from the internet, datasets licensed or commissioned from third parties, and

other sources, such as synthetic data generated by our own models. We conduct diligence on third-party data

sources to assess their quality, provenance, and suitability for our usage, and in many cases include contractual

restrictions intended to discourage the inclusion of personal data in sourced datasets. We apply data curation

and filtering processes to sourced data, which are designed to improve data quality, deduplicate content, and

reduce potential exposure to harmful content.

We address bias and fairness risks at multiple stages of model training and deployment. We manage the

representativeness and diversity of our training data through a layered approach in which dataset curation,

post-training alignment, pre-deployment evaluation, and deployment safeguards each play a part, rather than

through dataset composition alone. When deployed, our usage policy prohibits the use of Claude for

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discriminatory decision-making and requires human oversight for high-stakes automated decisions, such as

those affecting employment, housing, or legal issues. Our validation, safeguards, and monitoring practices

continue to evolve as model capabilities advance and as new risks and failure modes are identified.

Further, we have obtained ISO/IEC 42001 certification, an international standard established by the

International Organization for Standardization (“ISO”) and the International Electrotechnical Commission

(“IEC”), following an independent third-party audit of our AI management system, covering risk identification,

assessment, and mitigation processes for the responsible development and deployment of AI. Compliance

documentation, including our ISO/IEC 42001 certificate and SOC 2 (System and Organization Controls 2)

reporting, is available upon request through the trust center page of our website. We also provide pre-

deployment model access to external evaluators, including government AI evaluation bodies such as the U.S.

Center for Advancing Innovation and Standards for Super Intelligence (the “CAISSI”) and the U.K. AI Security

Institute, for recent frontier models, as described in our model system cards.

Alignment

As AI models grow more capable, ensuring safe and predictable behavior becomes more challenging. Our

Alignment team focuses on whether models behave as intended, and do not take unwanted actions of their own

accord. The team evaluates models to surface undesirable behaviors and develops comprehensive safety

evaluations, many of which we open source. Misaligned behaviors, whether occurring in testing or real-world

deployments, have been observed across the industry and include examples of models circumventing network

and sandbox restrictions, granting themselves permissions they had not been given, taking unintended actions

in pursuit of assigned goals, interfering with other AI agents, and misrepresenting whether tasks had been

completed or verified. As models are granted greater autonomy, permissions, and integration with internal and

external systems, the consequences of such misaligned behavior may increase. For more information about the

risks related to model misalignment, see the section titled “Risk Factors—Our AI models may behave in

unintended, misaligned, or autonomous ways, including by taking harmful actions that no user or third party

directed, which could adversely affect our reputation and brand, business, financial condition, and results of

operations.” Our own internal alignment evaluation shows that our newly released frontier models have

demonstrated improved alignment compared to their predecessors.

Interpretability

Unlike traditional software, where unwanted outputs are traceable to specific bugs, the inner workings of LLMs

like Claude are more inscrutable. Our researchers describe AI models as “grown, not built”—software

developers can set the initial conditions and some constraints, but they cannot fully control any given output or

behavior. This makes assurances about safety—and the diagnosis of problems—far more challenging for AI than

for standard software. Anthropic is widely recognized as a leader in mechanistic interpretability: the science of

how LLMs work. We have developed mathematical techniques to map how models form and connect concepts

as they reason through problems; investigated how they reflect constructs analogous to psychological states and

thought processes; and tested how their behavior can be steered through direct adjustments to internal

representations. We use interpretability research along with other alignment research techniques to test for

unwanted behavioral tendencies before a model release.

Safeguards

Our Safeguards team reduces the risk of Claude producing dangerous, harmful, or undesirable content through

multiple approaches, including probes and classifiers that monitor inputs and outputs, training against specific

attack vectors such as prompt injection, and monitoring for user safety concerns including encouragement of

harmful ideation. When we detect potential violations, enforcement actions range from real-time response

adjustments to account warnings and, in severe cases, termination of the offending user’s accounts. Findings

from ongoing monitoring, external expert stress-testing, and threat intelligence inform our policies, model

training, and detection systems. Identified issues may be addressed through measures such as updates to

detection classifiers, reward-model adjustments during training, and changes to the instructions provided to

our models that guide their behavior (known as system prompts). We also maintain public reporting channels,

including a responsible disclosure policy and a bug bounty program for testing our safety defenses.

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We have observed that more capable models are generally better at recognizing and preventing high-stakes

misuse. We believe that robust safety measures and model utility are not inherently in tension, and that safety

can improve alongside the capability of the models themselves.

Our Approach to Model Releases

Each release is accompanied by a detailed system card covering capability and safety evaluations, external

tester reports, and discussion of areas where performance remains limited or where the model shows signs of

unwanted behavior. For example, AI poses clear and present risks in the cybersecurity domain as advanced

models could assist threat actors in security breaches and exploits. Mitigating these risks is a priority across our

research, evaluation, and deployment practices. Before each model release, our Frontier Red Team conducts a

detailed analysis to determine whether new models provide meaningful new capabilities to assist potential

attackers, and our Safeguards team maintains dedicated classifiers and monitoring systems targeting cyber-

related misuse, including prompts related to malware creation, phishing, and infrastructure attacks.

We make decisions about model development and deployment, including whether to begin training a new

model, on a case-by-case basis. Before releasing a frontier model, we consider a variety of factors, such as the

capabilities and behaviors of the specific model at issue and of our models overall, how well our safeguards and

security measures work, and how widely the model would be available. We plan to extend our testing to include

more assessments at each stage of model training: pre-training, post-training, and internal deployment.

Depending on these assessments, we may delay or suspend training or related research, delay releases, or limit

access to models until we have confidence they can be developed and deployed safely. Our assessments are also

informed by voluntary pre-deployment evaluation of certain models by the CAISSI and the U.K. AI Security

Institute. For certain models that materially advance the capability of the frontier in areas relevant to national

security, we also provide designated government partners with expanded early access so that they can

independently evaluate model capabilities and safeguards before release.

Based on our analyses, we do not release every model we develop for general use; when the model’s capabilities

warrant caution, we may restrict availability or decline to release entirely. For example, in April 2026, we

initially released our frontier model, Mythos, as a gated research preview through Project Glasswing, available

to select organizations for cybersecurity applications, rather than making it broadly available at launch due to

its advanced capabilities in cyber vulnerability discovery. We later released Fable 5 for general use, but with

safety restrictions on certain cybersecurity, biology, and chemistry capabilities.

Race to the Top

Building reliable, trustworthy, and secure AI systems cannot be the task of one AI company alone. Our goal is to

foster a race to the top in which AI developers compete on the safety and security of their systems, rather than

rushing to release increasingly powerful models without adequate safeguards. In addition to publishing a large

volume of research, we open source our evaluations where possible and participate in groups such as the

Frontier Model Forum to share safety-critical findings with other AI developers. We have also sought to lead by

example in ways that shape industry norms. After we published the first version of our Responsible Scaling

Policy in September 2023, two other leading frontier AI labs adopted similar frameworks within months.

Building on this approach, we have publicly called for “pacing the frontier,” by which we mean establishing

industry-wide standards primarily related to the use of AI to accelerate AI development, so that AI capabilities

do not advance faster than the safety, alignment, and security practices needed to support them. This call to

pace the frontier contemplates frontier AI developers collaborating with governments and does not describe our

own model development or release timelines, which continue to be informed by our risk assessments. If

standards of this kind are adopted industry-wide through government action or regulation, the rate at which AI

capabilities advance could be faster or slower than it is today, depending on the extent to which safety,

alignment, and security practices advance together with model capabilities. We believe the first step toward

“pacing the frontier” is independent verification of compliance with future regulatory standards, and we have

begun implementing a program under which independent evaluators work alongside our own risk and safety

teams with broad internal access, subject to legal, confidentiality, and security limits. As part of this program,

we currently anticipate investing at least $1 billion over the next five years to build external reviewer capacity

with Accenture. The terms of this arrangement have not been finalized and are subject to change. We have also

called on other frontier AI developers to adopt comparable practices to demonstrate that safety commitments in

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our industry can be independently verified. We have further supported regulation and oversight of frontier AI,

including measures focused on transparency and independent third-party auditing, and international

coordination, so these practices apply across frontier developers rather than depend on voluntary adoption

alone.

We believe frontier AI companies and governments should take action to strengthen the security of critical

infrastructure against AI-related and other cyber threats, including by:

•providing responsible model access, funding, training, and hands-on support, particularly for under-

resourced critical-infrastructure defenders;

•building observability and security tools;

•working to ensure agentic identities are traceable and accountable;

•sharing best practices in continuous monitoring;

•investing in authorized testing, private disclosure, and verified remediation of vulnerabilities; and

•sharing tools, playbooks, and threat assessments with governments, security partners, and open-source

maintainers.

We believe that by fixing the most dangerous weaknesses, verifying the fixes, and sharing what works, frontier

AI companies and governments can turn today’s AI advances into lasting improvements in security that benefit

everyone. We have committed up to $100 million in cyberdefense-related initiatives through Project Glasswing,

and we expect to devote significant additional resources over time toward strengthening the security of AI

systems and the critical infrastructure that depends on them. The scope, timing, and amount of any such future

investments have not been finalized and remain subject to change based on business, regulatory, and other

considerations, and there can be no assurance that these initiatives will achieve their intended effect.

Our own trajectory demonstrates that commercial success and a serious commitment to safety are not in

tension. We have built one of the fastest-growing businesses in history while maintaining safety as a core

priority at every stage.

Our Commitment to Public Benefit

We founded Anthropic on the belief that the most transformative technology in human history demands an

extraordinary level of responsibility, and that responsibility extends far beyond building safe systems. Our

public benefit purpose is the responsible development and maintenance of advanced AI for the long-term

benefit of humanity—a mission in which safety is central to our work. Powerful AI can deliver immense

benefits, but only if it is developed and deployed with rigorous attention to its risks. At times, that may require

pausing the launch of our own most capable systems if we conclude they cannot yet be deployed safely. It also

means actively working to ensure that the benefits of AI reach everyone, that the organizations and

communities people depend on are strengthened, and that the hardest problems facing humanity are not left to

market forces alone to solve.

Realizing this mission requires understanding how AI is actually being used and how it is reshaping society.

Our Societal Impacts team builds privacy-preserving tools to study real-world, large-scale uses of Claude—

examining how students, educators, and workers use the model, how its values surface in everyday

conversations, and what users hope and fear about the future of AI. This includes what we believe to be the

largest multilingual qualitative study of its kind, in which more than 80,000 people shared in depth how they

see AI shaping their lives. Our Economics team extends this work to the labor market, publishing recurring data

reports and fully open datasets (the Anthropic Economic Index) on how Claude is used across jobs, industries,

and regions, as well as modeling potential future economic scenarios, so that workers, employers, policymakers,

and independent researchers can ground their decisions in evidence and rigorous modeling. To deepen and

broaden the reach of this work, we have established the Anthropic Institute, an effort to share research and

internal data from across Anthropic with external partners and the public, working together to address the

biggest questions posed by Powerful AI.

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Our commitment to public benefit also extends to how we deploy our own resources. As part of our public

benefit initiatives, we intend to direct a meaningful portion of our resources toward ensuring that frontier AI is

safe and its benefits are broadly distributed. This might include making contributions to nonprofit

organizations, research institutions, or other groups working on problems where AI can have the greatest

positive impact, as well as programs that are designed to make Claude accessible to communities, educators,

and public institutions that would not otherwise have access. We believe that how we distribute our resources is

as much an expression of our mission as the details of how we build our models.

As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5%

of our fully diluted shares as of June 30, 2026 (assuming full conversion of the Amazon Notes), to the

Anthropic Public Benefit Fund, our wholly owned subsidiary dedicated to the Company Purpose, which we refer

to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share

meaningfully in that growth as well. To that end, our board of directors has approved a framework for

additional contributions tied to future increases in our share price. Following this offering, our board of

directors, in its discretion, may issue shares of our Class N common stock to the Anthropic Public Benefit Fund

(or other designee) representing up to an additional 2% of our then-outstanding shares (plus any shares subject

to options, RSUs, and other convertible securities and any shares held by the Anthropic Public Benefit Fund)

each time our share price appreciates 50% above the prior share price milestone, beginning with our initial

public offering price. A share price milestone is reached only when our closing share price has exceeded the

applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average closing share

price over the ten trading days prior to such issuance also exceeds that threshold. Although our board of

directors has approved this framework, any future contributions will be made at the discretion of our board of

directors. The shares that are contributed to the Anthropic Public Benefit Fund, including the Initial Public

Benefit Issuance, may be transferred or donated to a third party, or otherwise sold in a registered public

offering or private placement transaction in furtherance of our public benefit initiatives. Our board of directors

will determine the allocations and distributions from the Anthropic Public Benefit Fund until it approves a

specific governance structure for the entity, at which point decision-making authority is expected to transition

to designated managers of the Anthropic Public Benefit Fund operating under that structure. The initial

managers are Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil “Buddy” Shah. The Initial Public Benefit

Issuance and the additional share contribution framework represent one of the ways in which we intend to

pursue the Company Purpose, but it is not the exclusive means of doing so. We expect to dedicate additional

resources, and to make other business and operational decisions, in furtherance of our Company Purpose

outside of, and in addition to, these equity contributions.

In addition, we maintain a donation matching program through which employees can pledge a meaningful

portion of their equity awards or equivalent cash proceeds to a donor-advised fund or other nonprofit

organization, and we match those donations with shares of our Class N common stock. In the same way the

Company Purpose defines how we direct our work as an organization, our donation matching program reflects

a parallel commitment by our employees to direct their personal financial value created by that work toward the

public good. We view our donation matching program as a meaningful expression of the Company Purpose and

a reflection of the values that define our culture.

Finally, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to

philanthropic causes, separate from and not eligible for our donation matching program. For additional

information regarding these pledges, including related risks, see the section titled “Risk Factors—Risks Related

to Ownership of our Class A Common Stock.”

Competition

We face competition across multiple dimensions of our business. These competitors include:

Model Developers

We face direct competition from companies building frontier models for third-party software developers and

enterprises, including OpenAI and Google, and large, well-capitalized technology companies investing to reach

the frontier. These are well-capitalized organizations with significant financial resources, large existing

customer bases, and the ability to integrate their models into first-party applications sold directly to businesses.

While these competitors have built meaningful market presence, we believe our primary focus on enterprises,

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our ability to remain at and define the frontier, our research talent, and the efficiency through which we

maximize our compute investment position us favorably with customers who prioritize model quality, safety,

and reliability.

We also face competition from a broader set of model providers. These include large companies, specialized AI

labs and a growing range of other open-weight or open-source (shared weights, training data, and code) models

released by state actors and international and domestic research organizations. While these models seek to

prioritize cost efficiency over maximum intelligence, we believe our frontier models are highly effective and

efficient across a broad range of workloads, from routine knowledge tasks to customers’ most important

problems. We believe we compete favorably based on our ability to deliver the most capable models for the

problems that demand the highest intelligence, as well as efficiently applying our models to complete everyday

work to deliver high quality results at a lower cost.

First-Party Application Providers

As a platform company, our primary focus is on building the foundation upon which other companies and

software developers can create products and services driven by Powerful AI. However, as we continue to

develop our own first-party applications, we may from time to time compete with enterprise software and

application companies in select categories.

Status Quo

Beyond direct competition, one obstacle to the diffusion of Claude is the natural resistance to change within

organizations. Many enterprises operate with deeply entrenched legacy systems, established workflows, and

institutional processes that have been refined over many years. Adopting frontier AI capabilities such as Claude

often requires substantial change management, including workforce retraining, process redesign, internal

policy development, and shifts in corporate culture. These can introduce friction, cost, and perceived risk that

can delay or prevent adoption. Especially in highly regulated or risk-averse industries — where the perceived

downside risk of major changes can often outweigh the potential benefits — decision-makers might default to

maintaining the status quo.

We believe that the principal competitive factors in our market include:

•Our ability to maintain our singularity of focus and mission as a company;

•Our ability to remain at and continue to expand the frontier of intelligence;

•Our ability to continue hiring and retaining world-class research talent;

•Our continued focus on safe, reliable, and trustworthy intelligence;

•Our access to compute necessary to train and deploy AI models, which may be subject to supply

constraints, capacity limitations, or allocation decisions by third-party providers;

•Our ability to improve the efficiency with which our models are trained and deployed;

•Our ability to secure financing on acceptable terms;

•Our ability to integrate research, product, and our go-to-market approach to ensure we continue

building models and applications that serve our customers and allow us to generate revenue to fund

our investments in remaining at the frontier;

•Our ability to continue maintaining our partnerships across infrastructure providers and distribution

partners;

•Our ability to attract and retain customers who are building their products on the Claude Platform;

•Our ability to attract new customers and retain and expand sales to existing customers;

•Our ability to continue building applications that anticipate the needs of the market; and

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•Our ability to navigate changes in the competitive landscape, including consolidation among

competitors or customers and strategic partnerships between competitors.

We believe that we compete favorably across these factors and are uniquely positioned at the frontier of AI.

Intellectual Property

Our intellectual property is an important aspect of our business and helps us to maintain our competitive

position. To establish and protect our rights in our proprietary technology, we rely upon a combination of trade

secret, copyright, patent, and trademark laws and contractual restrictions such as confidentiality agreements,

licenses, and intellectual property assignment agreements.

We control access to our intellectual property and confidential information through internal and external

controls. Access to our most critical intellectual property is tightly controlled, with only a subset of our

workforce able to view or modify these systems. We maintain a policy requiring our employees, contractors,

consultants, and other third parties to enter into confidentiality and proprietary rights agreements to control

access to and maintain non-disclosure of our proprietary information and to protect our property rights.

As part of our broader intellectual property strategy, we have invested in a patent program covering certain

technologies relevant to our business. As of September 30, 2026, we held 40 issued U.S. patents, with an

additional 67 U.S. patent applications pending (including 32 nonprovisional and 35 provisional), and 26 issued

patents in foreign jurisdictions, with an additional 12 patent applications pending. We continually review our

development efforts to assess the existence and patentability of new intellectual property.

In addition to our patent program, we have an ongoing trademark and service mark registration program

pursuant to which we register our brand names and product names, taglines, and logos in the United States and

other countries, to the extent we determine appropriate and cost-effective. As of September 30, 2026, we held

29 registered trademarks in the United States, with an additional 11 applications pending, and 237 registered

trademarks in foreign jurisdictions, with an additional 261 applications pending.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial

and cost-effective. Intellectual property laws and our procedures and restrictions provide only limited

protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed,

misappropriated, or violated. For more information, see the section titled “Risk Factors—If we fail to adequately

protect our intellectual property rights, our competitive position may be impaired, and we may lose valuable

assets, generate reduced revenue, and incur costly litigation to protect our rights, which may adversely affect

our business, financial condition, and results of operations.”

Government Regulation

We are subject to laws and regulations of various jurisdictions and government agencies affecting our

operations and the provision of our models, platform, and applications, and we have been, and expect to

continue to be, subject to inquiries, investigations, and subpoenas by governmental authorities relating to such

laws and regulations. We believe that the responsible development of AI requires thoughtful governance, and

we actively support efforts by governments and regulatory bodies to establish frameworks that promote safe,

beneficial AI. We were founded on the premise that AI systems must be developed with safety and societal

benefit as central priorities, and we believe that well-designed regulation can reinforce those values across the

industry. Because AI development at the frontier is a relatively nascent and rapidly evolving field, the laws,

regulations, and standards in place today were not necessarily designed with these technologies in mind. We

have proactively engaged with legislators, regulators, and other stakeholders in the United States and

internationally to promote the development of regulatory frameworks that we believe are good for society, our

customers, and the long-term health of the economy, and we intend to continue doing so. For example, we

entered into an agreement with the CAISSI whereby we committed to provide access to our models for testing

and evaluation before and after their public release, agreed to provide model access to the U.K. AI Security

Institute for pre-deployment testing consistent with our agreement with the CAISSI, and publicly endorsed

California’s Transparency in Frontier Artificial Intelligence Act (SB 53).

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As an AI technology company, we are subject to rapidly evolving and increasingly complex laws, regulations,

and governmental review across multiple jurisdictions. New laws, rules, regulations, and changes to existing

laws and regulations are continuously being adopted, implemented, and interpreted as governments worldwide

develop frameworks to address AI development, deployment, and safety. The primary areas of regulation that

affect our business include AI-related regulations, data privacy and security, export controls and trade

regulations, and other matters such as intellectual property, employment and labor, competition and antitrust,

consumer protection, and tax.

The following discussion addresses the most significant regulatory areas affecting our business.

AI-Related Regulation

Various governments and regulatory authorities in the United States and other countries have proposed,

enacted, or are considering legislation, regulations, and guidance relating to AI model development and

deployment, data usage, privacy, data protection, transparency, safety, consumer protection, content

generation, intellectual property, cybersecurity, export controls, and competition. For example, in the United

States, AI regulation is developing at both federal and state levels. The National Institute of Standards and

Technology has developed the AI Risk Management Framework, which is currently voluntary but could

potentially inform or shape future mandatory requirements. The FTC and many state attorneys general are

interpreting federal and state consumer protection and privacy and security laws to impose standards for the

online collection, use, dissemination, other processing, and security of data. Various states have enacted or are

considering enacting AI-related legislation. For example, on September 24, 2026, state attorneys general in

New York and New Jersey, together with a coalition of other state and territorial attorneys general, sent a letter

to U.S. Senate and House of Representatives leadership to urge Congress to establish comprehensive federal

legislation and safety protocols for frontier AI. In the EU, the EU AI Act establishes a risk-based framework

categorizing AI systems by potential risk level. General-purpose AI models face obligations including

transparency requirements, technical documentation, EU copyright compliance, and publication of training

data summaries, and those with systemic risk face additional obligations, including model evaluation, systemic

risk mitigation, serious incident reporting, and cybersecurity protection. High-risk systems must meet

requirements for risk management, data governance, documentation, transparency, human oversight, accuracy,

robustness, and cybersecurity. Any actual or perceived non-compliance could result in regulatory

investigations, enforcement actions and other actions, significant fines, litigation, reputational harm, loss of

customer trust, and interruptions in the availability or performance of our products or services; require

unfavorable changes to existing products or services; and delay the introduction of future products or services,

which could have an adverse effect on our business.

We have called for regulation and oversight of frontier AI development, including standards primarily relevant

to the use of AI to accelerate AI development, so that safety, alignment, and security practices advance in

proportion with capabilities. We have also proposed working with the U.S. government and other frontier AI

developers to establish safety and evaluation standards. Certain of the approaches we support, if adopted, could

increase our compliance burdens, limit our product development or deployment flexibility, affect how and

when we develop or release new models, or otherwise slow our growth.

Data Privacy and Security

We collect, store, transfer, and otherwise process various types of data, including personal information, and are

subject to numerous federal, state, local, and foreign laws and regulations addressing privacy, data protection,

security, data localization, and the collection, use, transfer, and other processing of data. In the United States,

these include comprehensive state privacy laws such as the California Consumer Privacy Act, which imposes

obligations on us to, among other things, provide specific privacy disclosures, afford privacy rights such as

abilities to opt out of certain processing, selling, or sharing of personal information, and expand consumer

rights to personal information. On the federal level, the FTC and many state attorneys general are interpreting

federal and state consumer protection and privacy and security laws to impose standards for the online

collection, use, dissemination, other processing, and security of data, some of which may be inconsistent.

Outside of the United States, numerous foreign jurisdictions, including the EU, United Kingdom, and other

jurisdictions in which we operate our business, have enacted similar laws and regulations that affect our

business. For example, the EU General Data Protection Regulation and the United Kingdom General Data

Protection Regulation impose stringent requirements upon the processing of personal data. The EU’s Digital

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Services Act imposes requirements on online platforms, while the EU’s Data Act introduces rules on data

switching and data sharing. With respect to security, the EU’s Network and Information Security Directive

requires risk management and incident reporting. These laws and regulations may be subject to differing

interpretations or conflict with the obligations imposed by other legal regimes, such as laws of the United States

concerning government access to data. Compliance with these laws and regulations requires significant

investment in technical and organizational measures, and these laws and regulations are subject to frequent

changes and evolving interpretations. Any actual or perceived non-compliance could result in regulatory

investigations, enforcement actions, significant fines, litigation, reputational harm, loss of customer trust,

interruptions in the availability or performance of our models, platform, and applications, requirements for

unfavorable changes to existing models, platform, and applications, and delays in the introduction of future

offerings, which could adversely affect our business.

Export Controls and Trade Regulations

As a global company, the provision of our models, platform, and applications across borders is subject to laws

and regulations including international treaties, export controls, economic and trade sanctions laws, customs

regulations, and local trade rules around the world. The scope, nature, and severity of such controls vary widely

across different countries and may change frequently over time. Such laws, rules, and regulations may delay the

introduction of our models, platform, and applications or impact our competitiveness through restricting our

ability to do business in certain places or with certain entities and individuals. For example, the U.S.

Department of Commerce continues to tighten export controls and add firms to the Entity List, which identifies

foreign parties that are subject to specific license requirements for the receipt of certain items. Obtaining the

licenses needed to serve or otherwise do business with such parties could limit our ability to conduct business

with certain potential customers.

Such restrictions have already affected our offerings directly. For example, in June 2026, the U.S. Department

of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models. In collaboration with

the U.S. government and industry partners, we updated our safeguards, and we re-deployed our Fable 5 and

Mythos 5 models once the U.S. government lifted its restrictions. If similar restrictions were to be imposed in

the future, they may limit our ability to recruit talent, to fully utilize our existing workforce, to continue to

improve our models, and to make our products available internationally. For more information, see the section

titled “Risk Factors—Governmental trade controls, including export and import controls, sanctions, customs

requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our

ability to compete in certain markets.” Additionally, changes in the scope or application of export controls or

other trade restrictions on AI accelerators and compute could impact our access to the infrastructure necessary

to develop and deploy our models, platform, and applications. As this is an emerging technology area,

governments are continuing to refine and could potentially expand the export controls and other trade

restrictions applicable to AI models and related technologies. These restrictive governmental actions and any

similar measures that may be imposed on U.S. companies by other governments could limit our ability to

conduct business globally.

Other Regulations

In addition to the specific regulatory areas discussed above, we are subject to various other laws and regulations

that affect our business. These include intellectual property laws governing patents, trademarks, and trade

secrets. The evolving patent landscape for AI technologies creates risks of infringement claims and uncertain

patent protection for our innovations. We may also be subject to evolving copyright regimes. Additionally, we

are subject to employment and labor laws governing wages, employee classification, working conditions,

benefits, non-discrimination, workplace safety, and termination, with worker misclassification and evolving

standards potentially creating significant liabilities and increased labor costs. We are also subject to

competition and antitrust laws in the United States, the EU, and other jurisdictions which prohibit

anticompetitive conduct, and increased regulatory scrutiny of technology companies regarding market

dominance, acquisitions, and AI systems could result in investigations, enforcement actions, significant fines,

or requirements to modify business practices. We may also be subject to consumer protection laws which

prohibit unfair or deceptive practices and may require disclosures about our AI systems, quality and safety

standards, and protection from unfair practices, with violations resulting in enforcement actions and fines. We

also face complex and evolving tax obligations across multiple jurisdictions, including income, sales, value-

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added, and other taxes, with tax authorities potentially disagreeing with our positions and international tax

developments affecting our effective tax rate. We are also subject to anti-corruption, anti-bribery, anti-money-

laundering, environmental, accessibility, advertising, and government procurement regulations. Our healthcare

and life sciences offerings, and our customers’ use of our models, platform, and applications in those sectors,

may also be subject to laws and regulations governing drugs, biologics, and medical devices, including those

administered by the U.S. Food and Drug Administration and comparable non-U.S. authorities, as well as

healthcare fraud and abuse laws, laws governing the privacy and security of health information, including

HIPAA, and laws governing the practice of medicine and the use of AI in healthcare. Failure to comply with

these laws could result in enforcement actions, fines, penalties, litigation, reputational harm, and restrictions

on our operations that could adversely affect our business, and the evolving regulatory landscape creates

significant uncertainty regarding future compliance requirements.

See the sections titled “Risk Factors—Our business is subject to an evolving and uncertain regulatory and

political environment, which could increase our costs, restrict our operations, or adversely affect demand for

our models, platform, and applications,” “Risk Factors—We are subject to complex and evolving laws,

regulations, and other legal obligations related to privacy and data protection, and any actual or perceived

failure to comply with such obligations could adversely affect our business, financial condition, and results of

operations,” “Risk Factors—Governmental trade controls, including export and import controls, sanctions,

customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit

our ability to compete in certain markets” and “Business—Legal Proceedings—Other Matters” for more

information regarding risks we face related to government regulation.

Facilities

Our headquarters is located in San Francisco, California. We also maintain international offices in Europe and

Asia-Pacific. We believe that our current office facilities are adequate to meet our current needs and that,

should it be needed, suitable additional or alternative space will be available to accommodate our operations.

We also lease data centers in the United States and have committed billions towards expanding U.S. computing

infrastructure. We have also entered into leases for data center capacity in Australia and Canada, and we are

pursuing data center capacity in additional jurisdictions outside the United States. We continue to evaluate new

locations for future data centers, including in the United States and abroad.

Legal Proceedings

We are currently involved in, or may in the future be involved in, legal proceedings and claims that arise in the

ordinary course of business, including those involving intellectual property disputes, compliance with legal or

regulatory regimes, government approvals and authorizations, labor and employment, anti-discrimination,

commercial disputes, competition, data privacy, customer complaints, and other matters relating to our

technology, products, and services. In addition, third parties may from time to time assert claims against us in

the form of letters and other communications. For more information regarding legal proceedings and other

claims in which we are involved, see the section titled “Legal Matters” in Note 13 to our consolidated financial

statements included elsewhere in this prospectus.

Future litigation may be necessary or warranted to defend ourselves or our partners or to establish or assert our

rights. The results of any current or future legal proceedings or litigation cannot be predicted with certainty,

and regardless of the outcome, legal proceedings or litigation can have an adverse impact on us because of

defense and settlement costs, diversion of management resources, and other factors.

Intellectual Property Matters

We have in the past been, are currently, and may in the future be involved in legal proceedings related to

alleged violation and infringement of copyrights and other intellectual property, and in the ordinary course of

business, we also receive correspondence from other purported rightsholders of intellectual property asserting

potential claims of violation and infringement of such intellectual property.

A series of lawsuits has been filed against us in federal and international courts by plaintiffs asserting copyright

infringement based on the use of copyrighted material to train our models. For example, in August 2024, a

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group of authors filed suit against us claiming infringement of copyrighted books in Bartz. Specifically, the class

action plaintiffs alleged that in the process of building and operating our models, we unlawfully copied

copyrighted works controlled by the authors. Though we dispute any allegation of wrongdoing, in September

2025, we entered into a settlement agreement with the plaintiffs to settle the case for $1.5 billion, which was

approved by the district court in July 2026.

In each of the actions, we believe we have meritorious defenses and dispute any allegation of wrongdoing. Legal

proceedings related to these matters can have an adverse effect on us because of defense and settlement costs

individually and in the aggregate, diversion of management resources, and other factors.

Other Matters

In February 2026, in response to our publicly stated position that our technology should not be used for mass

domestic surveillance or fully autonomous weapons, the President of the United States stated that he had

directed that all federal executive agencies cease using our technology. At the same time, the Secretary of War

directed the Department of War to designate Anthropic as a “supply-chain risk to national security” and stated

that “effective immediately, no contractor, supplier, or partner that does business with the United States

military may conduct any commercial activity” with us. On March 4, 2026, the Department of War sent us two

letters—one pursuant to 10 U.S.C. § 3252 and the other pursuant to Section 4713 of the FASCSA—asserting that

our models, platform, and applications present a supply-chain risk. These actions referenced above are defined

herein as “Challenged Actions.” We vigorously challenged the Challenged Actions in Anthropic PBC v.

Department of War, et al. (N.D. Cal.) and Anthropic PBC v. Department of War, et al. (D.C. Cir.). After first

obtaining an order from the United States District Court for the Northern District of California that

preliminarily enjoined the Department of War’s directive and Section 3252 supply-chain risk designation of us

and preliminarily enjoined the other defendant agencies from implementing the Presidential directive until

final resolution of the lawsuit, we subsequently, on August 27, 2026, obtained an order from the United States

District Court for the Northern District of California that largely granted summary judgment in our favor. The

court ruled that the Challenged Actions were retaliatory acts meant to punish us for speech protected under the

First Amendment to the United States Constitution and violated our rights under the Due Process Clause of the

Fifth Amendment to the United States Constitution. The court also held that the Secretary of War’s actions,

particularly with respect to 10 U.S.C. § 3252, violated the Administrative Procedure Act because they were in

excess of statutory authority, contrary to law, and arbitrary and capricious. The court entered final judgment

largely in our favor. The defendants filed a notice of appeal of the preliminary injunction. The D.C. Circuit Court

of Appeals, however, denied our motion to stay the Secretary of War’s Section 4713 designation of us as a

supply-chain risk pending review on the merits. On September 25, 2026, in a 2-1 split decision, the D.C. Circuit

Court of Appeals denied our petition for review, ruling that the Department of War’s Section 4713 supply-chain

risk designation was proper, and that our rights under the First Amendment and Due Process Clause of the

Fifth Amendment were not violated. We filed a petition for rehearing en banc asking the full D.C. Circuit to

review the panel’s decision. We cannot predict the ultimate outcome of these lawsuits. While we continue to

work with government agencies, we cannot be certain that the resolution of these lawsuits will not adversely

affect our ability to sell to government agencies and other customers that sell products and services to the U.S.

government, and thus on our business, financial condition, and results of operations.

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Our Governance Structure and Its Goals

Our novel capital and corporate governance structure has been carefully designed and differs significantly from

that of other public companies. We strive to help bring humanity safely into an era where transformative AI

exerts tremendous and potentially decisive influence over a broad range of human undertakings. Operating as a

PBC gives our board of directors the necessary latitude to balance the pecuniary interests of our stockholders,

the best interests of those materially affected by our conduct, and our Company Purpose. In addition, a

financially disinterested LTBT, which generally has the power to elect and remove a majority of the authorized

members of our board of directors, is designed to supply both the incentives and insights for striking this

balance appropriately. We also believe that our seven co-founders are distinctly equipped to be stewards of our

mission.

Public Benefit Corporation

We are incorporated as a PBC under Delaware law, a structure that enables our commitment to AI safety and

responsibility. PBCs are a class of corporations that are intended to produce a public benefit and to operate in a

responsible and sustainable manner. As a PBC, we are required to balance (i) the pecuniary interests of our

stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the Company Purpose.

This requires our board of directors to weigh multiple factors, including relevant long- and short-term

externalities of decisions, alongside the pecuniary interests of our stockholders. To date, we have found that the

safety and societal benefit of AI and consideration of the best interests of all key stakeholder groups have

generally aligned with our long-term commercial success and stockholders’ long-term monetary interests.

However, as a PBC, we may make decisions that we believe appropriately balance the pecuniary interests of our

stockholders, the best interests of those materially affected by our conduct, and the Company Purpose, but that

negatively impact the short-, medium-, or long-term performance of our business or the market price of our

Class A common stock. There is limited judicial precedent interpreting the balancing requirement applicable to

PBCs under Delaware law, and there is therefore uncertainty as to how a court would view our directors’

balancing of these potentially competing interests. For a discussion of these risks, see “Risk Factors—Our focus

on the long-term best interests of our company as a PBC, and the duty of our directors to balance the pecuniary

interests of our stockholders, the best interests of those stakeholders materially affected by our conduct, and

our Company Purpose, may conflict with short-, medium-, or long-term financial interests and business

performance, which may negatively impact the value of our Class A common stock” and “Risk Factors—As a

Delaware public benefit corporation, we may be subject to increased litigation concerning our board of

directors’ obligation to balance our stockholders’ pecuniary interests, the best interests of those materially

affected by our conduct and our Company Purpose, the occurrence of which may have an adverse impact on our

business, financial condition, and results of operations.”

In measuring our public benefit performance, our board of directors will consider the objectives set forth in our

five mission pillars: that the technical problems of AI safety are solved, that AI safety is a universal practice

backstopped by law, that AI strengthens democracy and global stability, that AI expands prosperity and human

flourishing, and that AI’s benefits are shared by everyone. We may also address the additional interests of our

customers, partners, employees, and other stakeholder constituencies that we may identify from time to time.

Neither our amended and restated certificate of incorporation nor our amended and restated bylaws will

require that we measure our public benefit performance against an objective third-party standard, and our

board of directors will be responsible for establishing and overseeing the standards by which to measure our

public benefit performance against these objectives. We currently expect that our objectives and standards will

be qualitative in nature and may evolve over time as our business grows and as our understanding of our public

benefit impact develops.

As required by Section 366(b) of the DGCL, we will provide our stockholders no less than biennially with a

statement assessing our promotion of the Company Purpose and of the best interests of those materially

affected by our conduct. The statement will set out our objectives and standards and describe the actions we

have taken. We intend to make the statement available to stockholders and the public through our website. We

also expect to demonstrate our progress towards these goals by continuing to publish evidence-based research

on our website regarding our work and its impact.

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Long-Term Benefit Trust

We created the LTBT, which was designed to ensure that we are managed in a manner that responsibly

balances our tripartite goals as a PBC: (i) the pecuniary interests of our stockholders, (ii) the best interests of

those materially affected by our conduct, and (iii) the Company Purpose. The LTBT is organized as a common

law “noncharitable purpose trust” under Delaware law and governed by the Long-Term Benefit Trust Amended

and Restated Trust Agreement (the “Trust Agreement”). The LTBT is intended to operate as an independent

body of Trustees with expertise in AI safety, national security, public policy, and social enterprise. The LTBT’s

arrangements are designed to minimize the LTBT’s and the Trustees’ exposure to our financial performance

and grant the Trustees sufficient independence to ensure we are striking this balance appropriately.

Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect

and remove the Class T directors, who together will constitute a majority of the authorized members of our

board of directors. Class T common stock has no economic rights.

Decisions regarding our business and affairs are made by our board of directors. While the LTBT has significant

influence over our board of directors through its ability to generally elect and remove Class T directors, neither

the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of

the company. The LTBT’s role is to select directors who are well-equipped to responsibly balance our tripartite

goals as a PBC, and to support our management’s decision-making through advice and guidance. Certain

actions, such as a merger, consolidation, or sale of all or substantially all of our assets, will require the approval

of our board of directors pursuant to Delaware law, a majority of whom are elected by the LTBT.

Election and Removal of Directors

As the sole holder of Class T common stock, the LTBT generally has the authority to elect and remove the Class

T directors, who together will constitute a majority of the authorized members of our board of directors. Our

Class T common stock will not vote on the election or removal of directors elected by the holders of our Class A

common stock and Class F common stock, who will be elected or removed solely by the holders of Class A

common stock and Class F common stock, voting together. For a discussion of the members of our board of

directors who are currently Class T directors and those that will be Class T directors upon the completion of this

offering, see the section titled “Management—Board of Directors.”

Prior to nominating or removing a director, the nominating party must provide at least 30 days’ notice to our

NGC, which notice period is waivable by our NGC in its discretion. Following the completion of this offering,

our NGC will be composed of one Class T director and two directors who are not Class T directors and will act

by majority vote.

With respect to one of the Class T director seats (the “Specified Class T Director”), the LTBT’s ability to

nominate that director, to remove that director without cause, or to change the director designated as the

Specified Class T Director is subject to the concurrence of our NGC. If our NGC does not concur with such

nomination, removal, or change in designation within 15 days of receiving notice, the matter will be submitted

to a vote of the holders of our Class E common stock unless the LTBT elects to withdraw the notice. If submitted

to a vote of the holders of Class E common stock, approval of the LTBT’s proposal will require a majority of the

votes cast by our Class E common stock (subject to a quorum of a majority of our outstanding Class E common

stock). The LTBT may withdraw any notice of nomination, removal, or change in designation at any time before

the taking of such a vote. Any Class T director, including the Specified Class T Director, may be removed for

cause, which will be determined in accordance with Delaware law, without the concurrence of our NGC or the

approval of the holders of our Class E common stock; provided, however, that each of the LTBT and the

Founder LLC has agreed to provide 30 calendar days’ notice to the other stockholder and the NGC prior to

effecting a removal of any director for cause.

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Changes to the LTBT and Class T Common Stock

The terms of the LTBT and the rights of our Class T common stock may be amended as follows (any of which,

the “Trust Amendment Threshold”):

•if the Trustees are voting in favor of such amendments, upon approval of 80% of the authorized

members of our board of directors and 80% of the Trustees then in office (in each case, rounded up or

down to the nearest whole number (any exact 0.5 rounding up));

•if our Class F common stock remains outstanding and the Trustees are not voting in favor of such

amendments:

◦until the third anniversary of the completion of this offering, upon approval by (i) our Class F

common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a

majority of the votes cast by our Class E common stock (subject to a quorum of 40% of the

outstanding Class E common stock), and (iii) a majority of the votes cast by our outstanding Class

A common stock (subject to a quorum of a majority of outstanding Class A common stock); or

◦at any time, upon approval by (i) our Class F common stock acting by decision of 66 2/3% of the

Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by our

Class E common stock (subject to a quorum of a majority of outstanding Class E common stock),

and (iii) a majority of the votes cast by our Class A common stock (subject to a quorum of a

majority of outstanding Class A common stock); or

•if no Class F common stock remains outstanding and the Trustees are not voting in favor of such

amendments, upon approval of 85% of our outstanding shares of Class A common stock.

In addition, our Class T common stock may be redeemed by us for no consideration upon approval of persons

comprising the above thresholds for amendments of the terms of the LTBT or the rights of our Class T common

stock.

Trustees of the LTBT

The LTBT is governed by five Trustees. The Trustees have the authority to appoint the Trustees by majority vote

of the Trustees then in office and to remove the Trustees by majority vote of the total number of authorized

Trustees or by the unanimous approval of the other Trustees then in office and the approval of the NGC,

provided that the LTBT must provide at least 30 days’ prior written notice to our NGC before effecting any such

appointment or removal. The notice period is waivable by our NGC in its discretion. Trustees may also be

removed by order of the Court of Chancery of the State of Delaware upon petition by a person designated by the

Trust Agreement as having the power to enforce the agreement if a Trustee has engaged in disqualifying

conduct and removal would best serve the purpose of the LTBT. Trustees will serve annual terms, and there is

no limit to the number of terms a Trustee may serve. Trustees are selected based on their expertise in areas

relevant to the LTBT’s purpose, including AI safety, national security, public policy, social enterprise, and

related fields. In practice to date, the Trustees and company executives have collaborated closely on sourcing,

interviewing, and selecting Trustees. Of the five authorized seats for Trustees, one is currently vacant.

Dr. Neil “Buddy” Shah has served as a Trustee and Chair of the LTBT since June 2023. Dr. Shah will also serve

as an initial manager of the Anthropic Public Benefit Fund. Dr. Shah has served as Chief Executive Officer of the

Clinton Health Access Initiative (“CHAI”), a global health organization focused on improving access to health

services in low- and middle-income countries, since June 2022. Prior to joining CHAI, Dr. Shah served as

Managing Director of GiveWell, a nonprofit organization focused on directing charitable capital to cost-effective

global health and development programs, and, before that, as co-founder and Chief Executive Officer of

IDinsight, a global advisory, data analytics, and research organization. He holds an A.B. in Economics from

Harvard University, an M.D. with an emphasis in global health policy from Albert Einstein College of Medicine,

and an M.P.A. in International Development from Harvard Kennedy School of Government.

Dr. Shah was selected to serve as a Trustee because of his expertise in global health, impact measurement, and

social enterprise, and his experience evaluating the long-term societal effects of large-scale programs.

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Richard Fontaine has served as a Trustee since April 2025. Mr. Fontaine has served as Chief Executive Officer

of the Center for a New American Security (“CNAS”), a bipartisan national security research institution, since

February 2019, having previously served as President of CNAS from 2012 to 2019 and as Senior Fellow from

2009 to 2012. Mr. Fontaine serves concurrently as Executive Director of the Trilateral Commission’s North

America group, a position he has held since July 2019. Prior to joining CNAS and the Trilateral Commission,

Mr. Fontaine served as foreign policy advisor to Senator John McCain, including as advisor to the McCain 2008

presidential campaign and subsequently as Minority Deputy Staff Director of the Senate Armed Services

Committee. He has also served as Associate Director for Near Eastern Affairs at the National Security Council,

and he has held positions at the U.S. Department of State and on the staff of the Senate Foreign Relations

Committee. Mr. Fontaine holds a B.A. in International Relations from Tulane University and an M.A. in

International Affairs from the Johns Hopkins School of Advanced International Studies.

Mr. Fontaine was selected to serve as a Trustee because of his extensive background in foreign policy and

national security, and he will address the growing intersection between AI capabilities and geopolitical risks.

Dr. Ben S. Bernanke has served as a Trustee since June 2026. Since 2014, Dr. Bernanke has been a

Distinguished Fellow in Economic Studies at the Brookings Institution, a public policy research organization.

Dr. Bernanke served as Chairman of the Board of Governors of the Federal Reserve System from February 2006

to January 2014, having been appointed to that position by Presidents George W. Bush and Barack Obama.

Prior to serving as Federal Reserve Chairman, Dr. Bernanke served as chairman of the President’s Council of

Economic Advisers and as a member of the Board of Governors of the Federal Reserve System. Before his

government service, Dr. Bernanke was a professor of economics and public affairs at Princeton University,

where he also chaired the Economics Department. Subsequent to his government service, Dr. Bernanke served

as chair of the Global Advisory Board of and senior advisor to Pacific Investment Management Company, a

global fixed income investment management firm. Dr. Bernanke holds an A.B. in Economics from Harvard

University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Dr. Bernanke was

awarded the Nobel Prize in Economics in 2022.

Dr. Bernanke was selected to serve as a Trustee because of his expertise in macroeconomics, financial systems,

and institutional governance, and his experience overseeing large, consequential institutions during periods of

systemic risk and uncertainty.

Dr. Christopher Stubbs has served as a Trustee since October 2026. Dr. Stubbs is the Samuel C. Moncher

Professor of Physics and of Astronomy at Harvard University, where he has been a member of the faculty since

2003. At Harvard, he served as Senior Advisor for AI to the Faculty of Arts and Sciences from 2024 to 2026, as

Dean of Science in the Faculty of Arts and Sciences from 2018 to 2024, and as Chair of the Department of

Physics from 2007 to 2010. Prior to joining Harvard, he held faculty positions at the University of California,

Santa Barbara and the University of Washington. As a member of the High-Z Supernova Search Team, Dr.

Stubbs shared in the discovery of the accelerating expansion of the universe, work for which he and his

colleagues received the Gruber Prize in Cosmology and the Breakthrough Prize in Fundamental Physics. He also

served as the inaugural project scientist of the Vera C. Rubin Observatory. Dr. Stubbs is a member of JASON,

an independent group of scientists that advises the U.S. government on matters of national security. He holds a

B.Sc. in physics from the University of Virginia and a Ph.D. in physics from the University of Washington.

Dr. Stubbs was selected to serve as a Trustee because of his expertise in experimental physics and the

application of AI to science and education, and his experience leading scientific projects across academia,

government, and the national laboratories.

Certain Relationships and Transactions with the LTBT and its Trustees

We provide funding to the LTBT, which holds all of our Class T common stock, to support its operations and the

compensation of its Trustees. In the years ended December 31, 2023, 2024, and 2025, we paid $2,716,750, $0,

and $906,089, respectively, to the LTBT. During the nine months ended September 30, 2026, we paid

$8,425,213 to the LTBT. The LTBT is accounted for as a consolidated variable interest entity (“VIE”) on our

balance sheet (see Note 1 to our consolidated financial statements included elsewhere in this prospectus).

The Trust Agreement limits Trustee compensation to a reasonable cash amount fixed annually by the Trustees.

Each Trustee receives annual cash compensation of $400,000 for their service as a Trustee. In addition, Dr.

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Shah receives annual cash compensation of $25,000 for his service as the Chair of the LTBT. Trustee

compensation will not vary with or be conditioned upon the profits or any action or inaction of our company.

The policies of the LTBT prohibit a Trustee from directly purchasing or holding any of our securities.

In addition, in August 2026, we made a $450,000 charitable donation to CNAS, of which Mr. Fontaine is the

Chief Executive Officer. The donation will be used to support CNAS research examining how AI is reshaping

global competition, national security, international security, democratic governance, and other issues related to

emerging technology and security.

Founder Voting Structure

We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan,

Sam McCandlish, and Christopher Olah, as a group, are distinctly equipped to be stewards of our mission. Our

co-founders have been instrumental in building our leadership position and establishing the mission-driven

values that define our company. In addition, Dr. Amodei serves as our Chief Executive Officer and a member of

our board of directors and Ms. Amodei serves as our President and Chairperson of our board of directors. Their

long-term strategic vision has been critical to our success and will continue to guide our future. In our highly

competitive industry, success requires visionary leadership, strong direction, and the kind of decisiveness

necessary to make bold investments, pursue transformative opportunities, and compete effectively against

formidable competitors, while also balancing the pecuniary interests of our stockholders with the Company

Purpose and the best interests of those materially affected by our conduct.

We believe that our success depends in part on establishing a capital structure that enables our co-founders,

management, and board of directors to focus on strategic initiatives that create lasting value for our

stakeholders, rather than facing pressure to prioritize short-term results or purely pecuniary objectives at the

expense of our long-term vision and mission. Immediately prior to the completion of this offering, we will issue

a single share of Class F common stock, a special class of our common stock, to the Founder LLC, a limited

liability company of which our seven co-founders will initially be the sole members and that will be managed by

its members. Our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of

the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to

matters submitted to stockholders generally, including the election of our directors other than the Class T

directors.

Our Class F common stock will be voted by the Founder LLC in a manner determined in accordance with the

Founder LLC Agreement. Generally, the Founder LLC will vote as determined by a majority of the members of

the Founder LLC entitled to vote thereunder. Our seven co-founders will initially be the sole members. Upon

the incapacity or death of any of our co-founders, a successor member may be admitted to the Founder LLC

until the tenth anniversary of the completion of this offering. We refer to our seven co-founders and any

successors in the Founder LLC as “Continuing Founders.”

When there have been fewer than three Continuing Founders (not including any successor member who is a

“Non-Qualifying Member” as defined in the Founder LLC Agreement) for 90 consecutive calendar days, a 450-

day transition period will commence (the “Class F Transition Period”). Upon completion of the Class F

Transition Period, all of our Class F common stock and Class E common stock then issued and outstanding will

be redeemed by us for no consideration and certain other governance changes will take effect.

Regardless of the length of time that has elapsed since the completion of this offering or the circumstances that

resulted in the removal of a Continuing Founder, one or more successor members may be admitted to the

Founder LLC during the Class F Transition Period as needed to ensure that there are three Continuing

Founders serving until completion of the Class F Transition Period. The admission of any successor member

during the Class F Transition Period will not cure the event that commenced the Class F Transition Period or

extend the Class F Transition Period. For additional information, see the section titled “Description of Capital

Stock.”

A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing

Founder’s resignation as a member of the Founder LLC; (ii) such Continuing Founder’s death or incapacity; (iii)

with respect to each of our seven original co-founders, such original co-founder’s ceasing to hold (together with

such original co-founder’s related holders) on any record date for a vote of our stockholders a number of shares

13 Benjamin Mann has been an integral part of Anthropic since its founding in January 2021 and, given his role in establishing

Anthropic, is often referred to as a co-founder. However, Mr. Mann is not a member of the Founder LLC nor a Continuing

Founder upon the completion of this offering, and accordingly will not participate in determining how our Class F common

stock is voted. Except as set forth in this paragraph, references to our “co-founders” elsewhere in this prospectus do not include

Mr. Mann.

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of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to

at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as

of the completion of this offering; (iv) such Continuing Founder’s removal for “cause” (as defined in the

Founder LLC Agreement), which includes specified competitive activities described in the Founder LLC

Agreement; (v) with respect to any successor member admitted to the Founder LLC prior to the commencement

of the Class F Transition Period, other than a successor member who is a member during the Class F Transition

Period, the tenth anniversary of the completion of this offering; or (vi) with respect to each of our seven original

co-founders, the commencement of a leave of absence approved by a Supermajority of the other Continuing

Founders, which may not be approved during the Class F Transition Period or if the grant of the leave of

absence would itself cause the Class F Transition Period to commence.

Each Continuing Founder will be entitled to one vote when determining how our Class F common stock will be

voted. If a majority of the Continuing Founders cannot agree on how our Class F common stock will be voted,

then our Class F common stock will generally be voted proportionately with the votes of our Class A common

stock cast on the matter (subject to a quorum of a majority of outstanding Class A common stock). With respect

to certain matters, our Class F common stock will be voted “for” the proposal only if a greater threshold of

Continuing Founders agree, and if the greater threshold is not met, our Class F common stock will be voted

“against” the proposal. See the section titled “Description of Capital Stock—Class F Common Stock Voting

Mechanics.”

The Founder LLC Agreement will not govern the voting of any shares of our Class A common stock held by the

co-founders or their related holders. Each co-founder (or their related holders) will be able to vote shares of our

Class A common stock held by them in their discretion, regardless of the manner in which the Founder LLC will

vote our Class F common stock.

The voting power of our Class F common stock will not be impacted by future issuances of our capital stock that

may cause economic or voting dilution to stockholders, such as issuances for capital raising purposes,

acquisitions, or employee compensation. This structure will allow the Founder LLC to determine the outcome

of matters submitted to a vote of our stockholders generally, including the election of those directors not elected

by the LTBT, certain amendments to our organizational documents, and the approval by our stockholders of

any merger, consolidation, sale of substantially all our assets, or other major corporate transaction requiring

stockholder approval.

Our Co-Founders

Our seven co-founders co-founded Anthropic in January 2021. Each co-founder will initially be a member of

the Founder LLC and a Continuing Founder for purposes of the Class F common stock structure described

above. Brief biographical information about each co-founder is set forth below.13

Dario Amodei has served as our Chief Executive Officer and a member of our board of directors since co-

founding Anthropic in January 2021. See “Management—Executive Officers” for Dr. Amodei’s full biographical

information.

Daniela Amodei has served as our President and a member of our board of directors since co-founding

Anthropic in January 2021. Ms. Amodei also currently serves as the Chairperson of our board of directors. See

“Management—Executive Officers” for Ms. Amodei’s full biographical information.

Tom Brown co-founded Anthropic in January 2021 and serves as our Chief Compute Officer, leading the

technical organization responsible for securing, scaling, and effectively using our compute resources. Prior to

co-founding Anthropic, Mr. Brown led the engineering of GPT-3 at OpenAI and, along with Dario Amodei, co-

invented deep RLHF, which was central to converting base LLMs into modern conversational assistants such as

Claude. He holds an M.Eng. in Computer Science from the Massachusetts Institute of Technology.

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Jack Clark co-founded Anthropic in January 2021 and leads the Anthropic Institute, an effort to share research

from across Anthropic with external partners and the public, working together to address the biggest questions

posed by powerful AI systems. Prior to co-founding Anthropic, Mr. Clark served as Policy Director at OpenAI,

where he was responsible for OpenAI’s engagement with governments and regulators on questions related to AI

development. Before joining OpenAI, Mr. Clark was a technology journalist covering supercomputers, neural

networks, and advanced technology, writing for publications including The Register and BusinessWeek. Mr.

Clark also authors “Import AI,” a widely read newsletter on AI research developments.

Jared Kaplan co-founded Anthropic in January 2021 and serves as our Chief Science Officer. Dr. Kaplan is a

theoretical physicist and AI researcher and is one of the principal authors of the neural scaling laws that have

shaped modern LLM development, which identify power-law relationships governing the performance of AI

systems as a function of model size, dataset size, and compute; he also helped pioneer Constitutional AI. Prior

to co-founding Anthropic, Dr. Kaplan was a researcher at OpenAI and an associate professor of physics at Johns

Hopkins University, where he taught courses on the foundations of deep learning. He holds a Ph.D. in Physics

from Harvard University and a bachelor’s degree in Physics and Mathematics from Stanford University.

Sam McCandlish co-founded Anthropic in January 2021 and serves as our Chief Architect. Dr. McCandlish is a

theoretical physicist and machine learning researcher specializing in large-scale model training and AI systems

architecture. Prior to co-founding Anthropic, Dr. McCandlish made significant contributions to AI safety

research at OpenAI, where he built and led a team focused on the science and scaling of machine learning; his

work on scaling laws helped pave the way for large-scale advancements in AI, including the development of

GPT-3. He holds a Ph.D. in Physics from Stanford University and a bachelor’s degree in Mathematics and

Physics from Brandeis University.

Christopher Olah co-founded Anthropic in January 2021 and leads our interpretability research efforts. Prior to

co-founding Anthropic, Mr. Olah led interpretability research at OpenAI and, before that, was a research

scientist at Google Brain (now part of Google DeepMind). Mr. Olah is widely recognized as a foundational figure

in the field of mechanistic interpretability. More broadly, his work has been widely cited across a range of topics

in AI.

Philanthropy

We founded Anthropic on the belief that the most transformative technology in human history demands an

extraordinary level of responsibility, and that responsibility extends far beyond building safe systems. We

intend to direct a meaningful portion of our resources toward ensuring that frontier AI is safe and its benefits

are broadly distributed, which we refer to as our public benefit initiatives. These initiatives include the Initial

Public Benefit Issuance and the future Public Benefit Issuances. In addition, our co-founders have each pledged

to dedicate 80% of their personal equity in Anthropic to philanthropic causes. For additional information

regarding these pledges, including related risks, see the section titled “Risk Factors—Risks Related to

Ownership of our Class A Common Stock.” Separate from the co-founders’ pledges, we also maintain a donation

matching program through which employees can pledge a meaningful portion of their equity awards toward

charitable giving, which we match with shares of our Class N common stock. Further, certain donor-advised

funds may from time to time receive donations of shares directly from us or from one or more of our

stockholders, and we are party to certain irrevocable proxy agreements with such donor-advised funds, as

described under “Certain Relationships and Related Person Transactions—Irrevocable Proxy Agreements.”

Class E Common Stock

Our Class E common stock will not have any right to vote except on certain specified matters (or as otherwise

required by law): the nomination or proposed removal of the Specified Class T Director or a change in the

director designated as the Specified Class T Director (in circumstances where our NGC does not concur with the

LTBT’s proposed action) and certain proposals to amend the terms of the LTBT and the rights of our Class T

common stock or to redeem our Class T common stock.

When voting upon a proposal to nominate or remove the Specified Class T Director or a change in the director

designated as the Specified Class T Director (in circumstances where our NGC does not concur with the LTBT’s

proposed action), the requisite approval of our Class E common stock will require a majority of votes cast by

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our Class E common stock and quorum will require the presence, in person or by proxy, of a majority of

outstanding shares of Class E common stock.

When voting on a proposal to amend the terms of the LTBT or the rights of our Class T common stock or to

redeem our Class T common stock, in addition to the requisite approval of our Class A common stock as

described more fully in the section titled “—Changes to the LTBT and Class T Common Stock,” the requisite

approval of our Class E common stock will require:

•until the third anniversary of the completion of this offering, if our Class F common stock is acting

pursuant to the unanimous approval of the Continuing Founders, a majority of the votes cast by our

Class E common stock (subject to a quorum of 40% of our outstanding Class E common stock); or

•at any time when our Class F common stock remains outstanding, 75% of the votes cast by our Class E

common stock (subject to a quorum of a majority of outstanding Class E common stock).

Our amended and restated certificate of incorporation, which will become effective immediately prior to the

completion of this offering, will authorize Class E common stock, which will be issued to our employees as

follows: (i) one share of Class E common stock for each six months of employment completed with us and (ii)

one share of Class E common stock for each share of Class A common stock that such employee has pledged to

donate through our donation matching program, or any similar program we may establish in the future. The

timing for issuing Class E common stock will be determined after the closing of this offering. Our co-founders

will not receive any shares of Class E common stock, and to the extent that a holder of Class E common stock

later serves as a successor to any co-founder’s interest in the Founder LLC, they will not be able to vote any

Class E common stock they hold during the period of such service.

Following an employee’s separation from employment with us other than for cause, one-half of such employee’s

then-outstanding shares of Class E common stock will be automatically redeemed by us annually, and all of

such employee’s shares will be automatically redeemed upon such employee’s death, incapacity, termination for

cause, or commencement of service with a direct competitor. All shares of Class E common stock will also be

automatically redeemed at such time as no Class F common stock remains outstanding. Any redemption of

Class E common stock will be made for no consideration.

Board Governance

Decisions regarding our business and affairs are made by our board of directors. Immediately prior to the

completion of this offering, we will enter into the Stockholders’ Agreement with the LTBT and the Founder

LLC, under which they will agree to vote their shares and take other actions to give effect to the board

composition, director nomination, and director removal provisions described in our governing documents.

Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors.

Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms

a director may serve.

While the LTBT has significant influence over our board of directors through its ability to generally elect and

remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have

decision-making authority in the day-to-day management or strategy setting of the company. The LTBT’s role is

to select directors who are well-equipped to make decisions in furtherance of the responsible balancing of the

pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the

Company Purpose, and to support our management’s decision-making through advice and guidance. The

Trustees aim to choose directors who have the necessary business skills, experience, and expertise to oversee

the management of our business effectively and in a manner that responsibly balances (i) the pecuniary

interests of our stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the

Company Purpose.

The Founder LLC will also have significant influence over our business and affairs through its ability to vote our

Class F common stock, which is entitled to an aggregate number of votes that equals 50.1% of the total voting

power of our outstanding shares of capital stock as of the applicable record date with respect to matters

submitted to stockholders generally. The Founder LLC will be able to elect and remove the directors who are

not Class T directors and determine the outcome of all matters submitted to a vote of our stockholders generally

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(including the approval of any merger, sale of our company, or other significant corporate transaction requiring

stockholder approval) for the foreseeable future.

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate

governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the

power to elect a majority of the authorized members of our board of directors. As such, we are permitted to opt

out of compliance with certain Nasdaq Global Select Market corporate governance requirements. Accordingly, if

we elect not to comply with certain requirements, you will not have the same protections afforded to

stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance

requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except

with respect to our NGC, which will not consist entirely of independent directors. Our board of directors

currently consists of a majority of independent directors and our audit and compensation committees currently

consist entirely of independent directors.

Sunset Provisions

	Class T Sunset Time	Class F Sunset Time
Trigger	The Class T Sunset Time occurs when no Class T common stock remains outstanding, including due to the redemption of our Class T common stock or an amendment to the rights of our Class T common stock that eliminates our Class T common stock, which in each case requires the approval of persons comprising the Trust Amendment Threshold. The Trust Amendment Threshold may be satisfied as follows: •if the Trustees are voting in favor of the action, upon approval of 80% of the authorized members of our board of directors and 80% of the Trustees then in office (in each case, rounded up or down to the nearest whole number (any exact 0.5 rounding up)); •if our Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments: ◦until the third anniversary of the completion of this offering, upon approval by (i) our Class F common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a majority of the votes cast by our Class E common stock (subject to a quorum of 40% of outstanding Class E common stock), and (iii) a majority of the votes cast by outstanding Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or ◦at any time, upon approval by (i) the Class F common stock acting by decision of 66 2/3% of the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by our Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), and (iii) a majority of the votes cast by our Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or	The Class F Sunset Time occurs on the earlier of (i) the time when no Class F common stock remains outstanding, including due to the redemption of our Class F common stock agreed to by a Supermajority of the Continuing Founders or upon the dissolution of the Founder LLC, and (ii) the completion of the Class F Transition Period. The Class F Transition Period commences when there have been fewer than three Continuing Founders (not including any successor member who is a “Non-Qualifying Member” as defined in the Founder LLC Agreement) for 90 consecutive calendar days. A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing Founder’s resignation as a member of the Founder LLC; (ii) such Continuing Founder’s death or incapacity; (iii) with respect to each of our seven original co-founders, such original co-founder’s ceasing to hold (together with such original co-founder’s related holders) on any record date for a vote of our stockholders a number of shares of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as of the completion of this offering; (iv) such Continuing Founder’s removal for “cause,” which includes specified competitive activities described in the Founder LLC Agreement; (v) with respect to any successor member admitted to the Founder LLC prior to the commencement of the Class F Transition Period, other than a successor member who is a member during the Class F Transition Period, the tenth anniversary of the completion of this offering; or (vi) with respect to each of our seven original co- founders, the commencement of a leave of absence approved by a Supermajority of the other Continuing Founders, which may not be approved during the Class F Transition Period or if the grant of the leave of absence would itself cause the Class F Transition Period to commence.

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	Class T Sunset Time	Class F Sunset Time
	•if no Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments, upon approval of 85% of the outstanding shares of Class A common stock. The Class T Sunset Time does not occur automatically upon the lapse of time or the occurrence of specific events. Any action resulting in the occurrence of the Class T Sunset Time requires approval of persons comprising the Trust Amendment Threshold. The Class T Sunset Time, once triggered, is not subject to extension, delay or waiver.	Removals due to resignation, death, or the occurrence of the tenth anniversary of the completion of this offering occur automatically without any determination by any other person. Removals due to incapacity require determination by a qualified physician jointly selected by the affected Continuing Founder and a majority of the other Continuing Founders (in the case of physical or mental impairment) or determination by a Supermajority of the other Continuing Founders (in the case of wrongful imprisonment, unlawful detention, or captivity or restraint), subject to the affected Continuing Founder’s right to contest such determination. Removals due to cause require an affirmative determination by a Supermajority of the other Continuing Founders, subject to the affected Continuing Founder’s right to contest such determination or, in the case of specified categories of cause, to cure the basis for such removal. Removals due to incapacity, cause or the failure to maintain the minimum ownership threshold require prior written notice from the Founder LLC by action of a majority of the other Continuing Founders. If a Continuing Founder is removed due to death or incapacity during the first ten years following the completion of this offering, a successor member may be admitted to the Founder LLC and will count toward the three Continuing Founders required to avoid triggering the Class F Transition Period until the tenth anniversary of the completion of this offering. The Class F Sunset Time, once triggered, is not subject to extension, delay or waiver.

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	Class T Sunset Time	Class F Sunset Time
Changes in Voting Power and Director Election and Removal Rights	Prior to the Class T Sunset Time, the LTBT, as the sole holder of Class T common stock, will generally have the authority to elect and remove the Class T directors, who constitute a majority of the authorized members of our board of directors. The share of our Class T common stock has no voting rights with respect to matters submitted to stockholders generally, except as set forth within our amended and restated certificate of incorporation, including with respect to the election of a majority of our board of directors or as required by law. Following the Class T Sunset Time, if our Class F common stock remains outstanding, our Class A common stock and Class F common stock, voting together as a single class, will elect all of our directors. Because our Class F common stock is entitled to an aggregate number of votes equal to 50.1% of the total voting power of our outstanding shares of capital stock, the Founder LLC would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors. If neither our Class T common stock nor Class F common stock remains outstanding, our Class A common stock would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors.	Prior to the Class F Sunset Time, our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock as of the applicable record date and, together with our Class A common stock, voting together as a single class, will elect the directors other than the Class T directors and decide all other matters put to a vote of stockholders generally. Immediately after the Class F Sunset Time, if our Class T common stock remains outstanding, the LTBT would continue to have the authority to elect and remove the Class T directors, who would constitute a majority of the authorized members of our board of directors. However, the LTBT will no longer need to comply with the procedures for nomination, removal or change in the Class T director designated as the Specified Class T Director. In such a case, our Class A common stock would elect and remove the remaining directors and decide all other matters put to a vote of stockholders generally. If neither our Class T common stock nor Class F common stock remains outstanding, our Class A common stock would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors.

For more information about our governance structure, see the sections titled “Risk Factors—Risks Related to

our Governance Structure” and “Description of Capital Stock.”

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Management

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of September 30,

2026:

Name		Age		Position(s)		Electing Class(es) of Stock Following this Offering*
Executive Officers:
Dario Amodei		43		Chief Executive Officer, Co-Founder, and Director		Classes A and F
Daniela Amodei(2)		39		President, Co-Founder, Chairperson, and Director		Classes A and F
Krishna Rao		43		Chief Financial Officer
Non-Employee Directors:
Reed Hastings(1)(2)(6)		65		Director		Class T
Christopher Liddell(1)(4)(5)		68		Director		Class T
Vas Narasimhan(3)(4)		50		Director		Class T
Yasmin Razavi(2)(3)		37		Director		Classes A and F

______________

*Upon completion of this offering, the holder of our Class T common stock will generally be entitled to elect a majority of the

authorized members of our board of directors. The holders of our Class A common stock and Class F common stock, voting

together as a single class, will be entitled to elect the remaining members of our board of directors.

(1)Member of our audit committee

(2)Member of our NGC

(3)Member of our compensation committee

(4)Member of our safety and risk committee

(5)Specified Class T Director

(6)Lead independent director

Executive Officers

Dario Amodei. Dr. Amodei has served as our Chief Executive Officer and a member of our board of directors

since co-founding Anthropic in January 2021. Prior to co-founding Anthropic, Dr. Amodei served as Vice

President of Research, among other positions, at OpenAI, an AI research lab, from July 2016 to December

2020. Before joining OpenAI, Dr. Amodei served as a Senior Research Scientist at Google Brain, an AI research

team at Google, from October 2015 to June 2016. Dr. Amodei completed a postdoctoral fellowship at Stanford

University School of Medicine. Dr. Amodei holds a Ph.D. in Biophysics from Princeton University and a B.S. in

Physics from Stanford University. We believe that Dr. Amodei is qualified to serve on our board of directors

because of the perspective and experience he brings from his deep expertise in the AI industry and as our Chief

Executive Officer and as a co-founder.

Daniela Amodei. Ms. Amodei has served as our President and a member of our board of directors since co-

founding Anthropic in January 2021. Ms. Amodei also currently serves as the Chairperson of our board of

directors. Prior to co-founding Anthropic, Ms. Amodei held several positions at OpenAI, an AI research lab,

including Vice President of Safety and Policy, Vice President of People, and Engineering Manager, between

October 2018 and December 2020. Before joining OpenAI, Ms. Amodei was a Risk Manager, among other

positions, at Stripe, a financial technology and payment processing company, from May 2013 to July 2018. Ms.

Amodei holds a B.A. in English Literature from the University of California, Santa Cruz. We believe that Ms.

Amodei is qualified to serve on our board of directors because of the perspective and experience she brings

through her deep expertise in the AI industry and as our President and as a co-founder.

Krishna Rao. Mr. Rao has served as our Chief Financial Officer since April 2024. Prior to joining Anthropic,

Mr. Rao served as Chief Financial Officer at Fanatics Commerce, an online sports merchandise and retail

platform, from May 2023 to April 2024. Before that, he served as the Chief Financial Officer of Cedar, a

healthcare technology company, from July 2021 to May 2023. From October 2015 to July 2021, Mr. Rao held

several key positions at Airbnb, a global vacation rental and hospitality platform, including Global Head of

Corporate & Business Development and Director of Financial Planning & Analysis. Prior to Airbnb, Mr. Rao

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was a Principal in the Private Equity Group at Blackstone, a global investment firm, from September 2011 to

September 2015. Mr. Rao began his career as a strategy consultant at Bain, a global management consulting

firm, from September 2005 to July 2008. Mr. Rao holds a J.D. from Yale Law School and an A.B. in Economics

from Harvard College.

Non-Employee Directors

Reed Hastings. Mr. Hastings has served as a member of our board of directors since May 2025. Mr. Hastings

co-founded Netflix, a global streaming service, and served as Netflix’s Chief Executive Officer and President

from 1999 to January 2023, Executive Chairman from January 2023 to April 2025, and Chairman of the board

from April 2025 to June 2026. Prior to Netflix, Mr. Hastings founded Pure Software, a software development

tools company, in 1991 and served as its Chief Executive Officer until its acquisition by Rational Software in

1997. Mr. Hastings currently serves on the board of Bloomberg, a financial data and media company. Mr.

Hastings holds an M.S.C.S. in Artificial Intelligence from Stanford University and a B.A. in Mathematics from

Bowdoin College. We believe that Mr. Hastings is qualified to serve as a member of our board of directors

because of his extensive board experience at major technology companies, his demonstrated commitment to

responsible innovation and its societal impact, his deep understanding of technology’s transformative potential,

and his philanthropic focus on education and AI’s impact on humanity.

Christopher Liddell. Mr. Liddell has served as a member of our board of directors since February 2026. In

the private sector, Mr. Liddell has served as the Chief Financial Officer of several public companies, including

Microsoft and International Paper, and served as Vice Chairman and Chief Financial Officer at General Motors.

Mr. Liddell has served as a Director of Commonwealth Fusion Systems, a fusion power company, since March

2025, and as a Director of the Council on Foreign Relations, a nonpartisan U.S. think tank focused on foreign

policy and international affairs, since July 2025. He has also held positions with the U.S. government from

January 2017 to January 2021, including serving at the White House as the Deputy Chief of Staff, Director of

Strategic Initiatives, and as a member of the American Technology Council. Mr. Liddell holds a Master of

Philosophy from the University of Oxford and a Bachelor of Engineering from the University of Auckland. We

believe that Mr. Liddell is qualified to serve as a member of our board of directors because of his wide range of

experience from his corporate and public service career and his deep expertise in the financial management of

publicly listed companies.

Vasant “Vas” Narasimhan. Dr. Narasimhan has served as a member of our board of directors since April

2026. Dr. Narasimhan has served as the Chief Executive Officer of Novartis AG, a global medicine company,

since February 2018. He joined Novartis in April 2005 and has held numerous leadership roles across the

organization, including Global Head of Drug Development and Chief Medical Officer from February 2016 to

January 2018 and Global Head of Development from September 2014 to February 2016. Dr. Narasimhan holds

an M.D. from Harvard Medical School, an M.P.P. from the Harvard Kennedy School, and a B.A. in Biology from

the University of Chicago. We believe that Dr. Narasimhan is qualified to serve as a member of our board of

directors because of his extensive experience leading a large global public company in a highly regulated

industry and his track record of responsibly stewarding breakthrough science at scale.

Yasmin Razavi. Ms. Razavi has served as a member of our board of directors since March 2023. Ms. Razavi

joined Spark Capital, a venture capital firm, in July 2017 and has served as a General Partner since March

2020. Prior to joining Spark Capital, Ms. Razavi served as an investor at Index Ventures, a venture capital firm,

from August 2014 to August 2015, and as a consultant at McKinsey & Company, a business management

consulting firm, from August 2012 to August 2014. Ms. Razavi holds an M.B.A. from Harvard Business School

and a Bachelor of Applied Science and Engineering from the University of Toronto. We believe that Ms. Razavi

is qualified to serve as a member of our board of directors because of her experience in venture capital and

growth-stage investing, her deep expertise in enterprise go-to-market strategies, and her understanding of the

technology sector and scaling high-growth companies.

Family Relationships

Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our

President and Chairperson of our board of directors, are siblings. There are no other family relationships

among any of our executive officers or directors.

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Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers, and

directors, including our Chief Executive Officer, President, Chief Financial Officer, and other executive and

senior financial officers. The full text of our code of conduct will be posted on the investor relations page of our

website. We intend to disclose any amendments to our code of  conduct, or waivers of its requirements, on our

website or in filings under the Exchange Act.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors

currently consists of six directors. Pursuant to our current certificate of incorporation and amended and

restated voting agreement, our current directors were elected as follows:

•Dr. Amodei, as our Chief Executive Officer, was elected by holders of our Voting Common Stock (as

defined in our current certificate of incorporation) (excluding shares of Voting Common Stock issued

or issuable upon conversion of the shares of our redeemable convertible preferred stock);

•Mr. Liddell was elected as the designee nominated by holders of our Voting Common Stock (excluding

shares of Voting Common Stock issued or issuable upon conversion of the shares of our redeemable

convertible preferred stock);

•Ms. Razavi was elected by holders of our Senior Voting Preferred Stock (as defined in our current

certificate of incorporation); and

•Ms. Amodei, Mr. Hastings, and Dr. Narasimhan were elected as the designees nominated by the LTBT

as the holder of our Class T common stock.

Our amended and restated voting agreement will terminate and the provisions of our current certificate of

incorporation by which our directors were elected will be amended and restated in connection with this

offering. Each of our current directors will continue to serve as a director until the next annual meeting and

until the election and qualification of their successor, or until their earlier death, resignation, or removal.

Upon the completion of this offering, our board of directors will consist of seven authorized directors, elected as

follows:

•The holder of our Class T common stock, the LTBT, will generally have the authority to elect and

remove the four Class T directors, subject to the procedures described in the section titled “Our

Governance Structure and Its Goals—Long-Term Benefit Trust—Election and Removal of Directors.”

The initial Class T directors will be Mr. Hastings, Dr. Narasimhan, Mr. Liddell, and one vacancy. Mr.

Liddell will serve as the Specified Class T Director.

•The holders of our Class F common stock and Class A common stock, voting together as a single class,

will have the authority to elect and remove the remaining three directors, who will initially be Dr.

Amodei, Ms. Amodei, and Ms. Razavi.

For additional information, see the sections titled “Description of Capital Stock” and “Our Governance

Structure and Its Goals.”

Director Terms

Our amended and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering will provide that prior to the Class F Sunset Time, we will not have a classified board

of directors, and all directors will be elected for annual terms. Each director’s term will continue until the next

annual meeting and until the election and qualification of their successor, or their earlier death, resignation, or

removal.

Following the Class F Sunset Time, our board of directors will shift to having a classified board of directors

consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time,

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each of our directors would be assigned by the then-current board of directors to a class. If our Class T common

stock remains outstanding, the Class T directors and the remaining directors shall be allocated among the

classes so that each class includes a proportionate number of Class T directors and other directors. Upon

expiration of the term of a class of directors, directors for that class would each be elected for a three-year term

at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of

directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the

remainder of their respective three-year terms. Each director’s term would continue until the third annual

meeting of stockholders following their election and until his or her successor has been elected and qualified, or

until his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors

would be distributed among the three classes so that, as nearly as practicable, each class would consist of one-

third of our directors.

Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms

a director may serve.

Stockholder Meetings and Actions by Written Consent 

Our amended and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering will provide that, for so long as our Class F common stock or Class T common stock

remains outstanding, our stockholders may act by written consent with respect to certain actions, including any

action to elect or remove directors. Although stockholders will have the ability to take these actions by written

consent, we value the perspectives of all of our stockholders and, in accordance with the listing standards of the

Nasdaq Global Select Market, we expect to hold an annual meeting of stockholders and to solicit the votes of

holders of our Class A common stock in respect of relevant matters to be considered at such meeting, including

the election of our directors who are not Class T directors.

Board Leadership

Our board of directors has appointed Daniela Amodei to serve as Chairperson of the Board. As Chairperson,

Ms. Amodei will preside over meetings of our board of directors and stockholders, advise the Chief Executive

Officer, and perform such other duties as specified in our amended and restated bylaws or as determined by our

board of directors from time to time.

Our board of directors has appointed Reed Hastings to serve as Lead Independent Director. As Lead

Independent Director, Mr. Hastings will, among other things, preside over meetings of our independent

directors, advise the Chairperson on the scheduling and agenda for board meetings and any other matters of

concern to the independent directors, serve as a liaison between the Chairperson and the independent

directors, and perform such other duties as specified in our amended and restated bylaws or as determined by

the independent directors from time to time. Our board of directors believes that having a Lead Independent

Director is an important component of sound corporate governance and provides an effective check and balance

to ensure that our board of directors can operate independently of management where appropriate, including

with respect to performance evaluation and compensation matters.

Director Independence and Controlled Company Exemption

Our board of directors has undertaken a review of the independence of each director. Based on information

provided by each director concerning their background, employment, and affiliations, our board of directors

has determined that Mr. Hastings, Mr. Liddell, Dr. Narasimhan and Ms. Razavi do not have a relationship that

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and

that each of these directors is “independent” as that term is defined under the listing standards of the Nasdaq

Global Select Market. In making these determinations, our board of directors considered the current and prior

relationships that each non-employee director has with our company and all other facts and circumstances our

board of directors deemed relevant in determining their independence, including the beneficial ownership of

our capital stock by each non-employee director, and the transactions involving them described in the section

titled “Certain Relationships and Related Person Transactions.”

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate

governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the

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power to elect a majority of the authorized members of our board of directors. As a result, we may elect not to

comply with certain corporate governance requirements, including:

•the requirement that a majority of our board of directors consist of independent directors;

•the requirement that our board of directors have a nominating and corporate governance committee

that is comprised entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities; and

•the requirement that our board of directors have a compensation committee that is comprised entirely

of independent directors with a written charter addressing the committee’s purpose and

responsibilities.

If we elect not to comply with certain requirements, you will not have the same protections afforded to

stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance

requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except

with respect to our NGC, which will not consist entirely of independent directors. Our board of directors

currently consists of a majority of independent directors and our audit and compensation committees currently

consist entirely of independent directors. In the event that we cease to be a “controlled company” and our Class

A common stock continues to be listed on the Nasdaq Global Select Market, we will be required to comply with

the provision that our NGC be comprised entirely of independent directors within the applicable transition

period.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, an NGC, and a safety

and risk committee. The composition and responsibilities of each of the committees of our board of directors

are described below. Members will serve on these committees until their resignation or as otherwise

determined by our board of directors.

Audit Committee

Our audit committee consists of Mr. Liddell, Mr. Hastings and one vacancy, with Mr. Liddell serving as

Chairperson. We expect to take advantage of a phase-in period under the Nasdaq Global Select Market

corporate governance requirements that allows us to have at least one member on the audit committee upon

the listing date of our Class A common stock, at least two members within 90 days of the listing date and at

least three members within one year of the listing date. Our audit committee will consist of three members

within one year of the listing date. In addition, each member of the audit committee will meet the requirements

for independence under the listing standards of the Nasdaq Global Select Market and Rule 10A-3 under the

Exchange Act. Each member of our audit committee will also meet the financial literacy and sophistication

requirements of the listing standards of the Nasdaq Global Select Market. We believe that the composition and

functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all

applicable SEC rules and regulations. Our board of directors has determined that each of Mr. Liddell and Mr.

Hastings meets the requirements for independence under the listing standards of the Nasdaq Global Select

Market and Rule 10A-3 under the Exchange Act, and each is an audit committee financial expert within the

meaning of Item 407(d) of Regulation S-K under the Securities Act. Following the completion of this offering,

our audit committee will, among other things:

•select a qualified firm to serve as the independent registered public accounting firm to audit our

financial statements;

•help to ensure the independence and performance of the independent registered public accounting

firm;

•discuss the scope and results of the audit with the independent registered public accounting firm, and

review, with management and the independent registered public accounting firm, our interim and

year-end results of operations;

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•prepare the report of the audit committee for inclusion in our proxy statements to be filed with the

SEC;

•develop procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

•review our policies on risk assessment and risk management;

•review related person transactions; and

•approve or, as required, pre-approve, all audit and all permissible non-audit services, other than de

minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering,

that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Global

Select Market.

Compensation Committee

Our compensation committee consists of Dr. Narasimhan and Ms. Razavi, with Dr. Narasimhan serving as

Chairperson. Each member of the compensation committee will meet the requirements for independence under

the listing standards of the Nasdaq Global Select Market and will be a non-employee director, as defined

pursuant to Rule 16b-3 promulgated under the Exchange Act. Our board of directors has determined that each

of Dr. Narasimhan and Ms. Razavi meets the requirements for independence under the listing standards of the

Nasdaq Global Select Market and is a non-employee director, as defined pursuant to Rule 16b-3 promulgated

under the Exchange Act. We believe that the composition and functioning of our compensation committee

complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and

regulations. Following the completion of this offering, our compensation committee will, among other things:

•review, approve, and determine, or make recommendations to our board of directors regarding, the

compensation of our executive officers;

•review and approve, or make recommendations to our board of directors regarding, our compensation

strategy and practices with respect to our executive officers;

•administer our equity-based and other compensation plans, except with respect to non-employee

members of our board of directors;

•review and adopt, or make recommendations to our board of directors regarding, new, or amendments

to existing, compensation plans, including any equity-based plans;

•review and approve, or make recommendations to our board of directors regarding, any employment

agreements, severance agreements, change in control protections, indemnification agreements, and

other similar arrangements, policies, and plans for any of our executive officers;

•to the extent it determines it is necessary or appropriate, retain any compensation consultants, outside

legal counsel, or other advisors;

•review and discuss with management the “Compensation Discussion and Analysis” required to be

included in our proxy statement and annual report on Form 10-K to be filed with the SEC; and

•take any action that our compensation committee determines is necessary or appropriate with respect

to our broad-based employee benefit plans, policies, and programs.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this

offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq

Global Select Market.

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Nominating and Corporate Governance Committee

Our NGC consists of Ms. Amodei, Mr. Hastings, and Ms. Razavi, with Ms. Amodei serving as Chairperson. Our

board of directors has determined that each of Mr. Hastings and Ms. Razavi meets the requirements for

independence under the listing standards of the Nasdaq Global Select Market. We will utilize the “controlled

company” exemption from having an NGC composed entirely of independent directors, and our NGC will be

composed of one Class T director and two directors who are not Class T directors. We believe that the

composition and functioning of our NGC complies with all applicable requirements of the Sarbanes-Oxley Act

and all applicable SEC rules and regulations. Following the completion of this offering, our NGC will, among

other things:

•assist the board of directors in evaluating individuals to become members of our board of directors,

including through the exercise of governance rights conferred upon the NGC pursuant to our governing

documents;

•evaluate the performance of our board of directors and its committees;

•consider and make recommendations to our board of directors regarding the skills, experience,

characteristics, and other criteria for evaluating directors;

•evaluate the adequacy of our corporate governance practices; and

•develop and make recommendations to our board of directors regarding corporate governance

guidelines and matters.

In connection with our novel corporate governance structure, our NGC will also have the right to receive 30

days’ prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder LLC

or the proposed removal of such directors, as well as appointments and removals of the Trustees of the LTBT.

Our NGC may waive such notice periods in its discretion. With respect to the Specified Class T Director, the

LTBT’s ability to nominate or remove that director or change the director designated as the Specified Class T

Director is subject to the concurrence of our NGC. These procedural requirements are intended to promote

collaboration between the LTBT Trustees and our leadership in identifying and sourcing candidates to serve as

LTBT Trustees or members of our board of directors, and do not give our board of directors the substantive

ability to limit the LTBT’s freedom to elect directors of its choosing. However, with respect to the Specified

Class T Director, if our NGC does not concur with such nomination, removal, or change within 15 days of

receiving notice, the matter may be submitted to a vote of the holders of our Class E common stock. When

voting upon a proposal to nominate, remove, or change the Specified Class T Director, the requisite approval of

our Class E common stock will require a majority of votes cast by our Class E common stock and quorum will

require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock.

The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Our NGC will operate under a written charter, to be effective prior to the completion of this offering, that

satisfies the applicable listing standards of the Nasdaq Global Select Market.

Safety and Risk Committee

Our safety and risk committee consists of two independent directors, currently Mr. Liddell and Dr.

Narasimhan, with Dr. Narasimhan serving as Chairperson. Our safety and risk committee assists our board in

overseeing, among other things:

•the safety and security of our AI models, including the policies, processes, controls, and other measures

we maintain to identify, assess, and manage significant model safety and security risks; and

•the other material risks we face, including legal, regulatory, cybersecurity, privacy, and compliance

risks.

Our safety and risk committee operates under a written charter approved by our board of directors.

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Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company.

None of our executive officers currently serves, or in the past year has served, as a member of the board of

directors or compensation committee (or other board committee performing equivalent functions) of any entity

that has one or more of its executive officers serving on our board of directors or compensation committee. See

the section titled “Certain Relationships and Related Person Transactions” for more information about related

person transactions involving members of our compensation committee or their affiliates.

Non-Employee Director Compensation

Mr. Hastings, Ms. Razavi, and our employee directors, Dr. Amodei and Ms. Amodei, did not receive any

compensation for their services as directors for the year ended December 31, 2025. The compensation received

by Dr. Amodei and Ms. Amodei as employees is set forth in the section titled “Executive Compensation—

Summary Compensation Table.”

The following table provides information regarding the compensation of our non-employee directors for service

as directors for the year ended December 31, 2025:

Name(1)		Fees Earned or Paid in Cash ($)		Total ($)
Reed Hastings		—		—
Jay Kreps(2)		200,000		200,000
Christopher Liddell(3)		—		—
Vas Narasimhan(4)		—		—
Yasmin Razavi		—		—

______________

(1)None of our non-employee directors held any outstanding equity awards as of December 31, 2025. 

(2)Mr. Kreps resigned from our board of directors in May 2026.

(3)Mr. Liddell joined our board of directors in February 2026.

(4)Dr. Narasimhan joined our board of directors in April 2026.

Prior to this offering, we did not have a formal policy with respect to compensation payable to our non-

employee directors for service as directors.

Non-Employee Director Compensation Policy

In September 2026, our board of directors adopted, and our stockholders approved, a formal compensation

policy for our non-employee directors (the “Director Compensation Policy”), which will become effective the

day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a

part.

Following the effectiveness of our Director Compensation Policy, each non-employee director will receive cash

and equity compensation for board services as described below. We also will reimburse our non-employee

directors for reasonable, customary, and properly documented expenses for travel to board and committee

meetings.

Cash Compensation

Non-employee directors will be entitled to receive the following cash compensation for their services:

•$100,000 per year for service as a board member;

•$75,000 per year for service as non-executive chair of the board of directors (if applicable);

•$60,000 per year for service as lead independent director (if applicable);

•$40,000 per year for service as chair of the audit committee;

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•$20,000 per year for service as a member of the audit committee;

•$30,000 per year for service as chair of the compensation committee;

•$15,000 per year for service as a member of the compensation committee;

•$30,000 per year for service as chair of the NGC; and

•$15,000 per year for service as a member of the NGC.

Each non-employee director who serves as the chair of a committee will receive only the additional annual fee

as the chair of the committee and not also the additional annual fee as a member of the committee. All cash

payments to non-employee directors will be paid quarterly in arrears on a prorated basis.

Equity Compensation

Annual Award. Each non-employee director automatically will be granted, on the date of each annual meeting

of stockholders beginning in 2027, an award of RSUs (the “Annual Award”) with a value of $325,000 (the

“Annual Award Grant Value”), which value will be converted to a number of shares of our Class A common

stock in accordance with then-current standard company practices using the same methodology applied to

employee equity awards pursuant to the company’s equity grant policy, as most recently approved by our board

of directors or a board committee that has been designated appropriate authority (the “Conversion

Methodology”). An Annual Award will vest in four equal quarterly installments on each Quarterly Vesting Date

(as defined below) that occurs following the grant date of the Annual Award provided that, in any event, the

Annual Award will vest in full on the day immediately before the date of our next annual meeting of

stockholders that follows the grant date of the Annual Award, subject to the non-employee director continuing

to be a service provider to us through the applicable vesting date. “Quarterly Vesting Date” means February 20,

May 20, August 20, and November 20 of a given year.

Initial Award and Pro-Rated Annual Award. Each person who first becomes a non-employee director

following the effective date of the Director Compensation Policy will be automatically granted:

•An award of RSUs with a value of $400,000, which value will be converted to a number of shares of

our Class A common stock subject to such award using the Conversion Methodology (an “Initial

Award”); and

•An award of RSUs with a value equal to the Annual Award Grant Value multiplied by the fraction

obtained by dividing (A) the number of full months during the period beginning on the date the

individual first becomes a non-employee director and ending on the one-year anniversary of the date of

our then-most recent annual meeting of stockholders by (B) 12, which will be converted to a number of

shares of our Class A common stock subject to such award using the Conversion Methodology (a “Pro-

Rated Annual Award”).

The grant of each Initial Award and Pro-Rated Annual Award will be made effective on the first trading date on

or after the date on which such individual first becomes a non-employee director (such date, the “Initial Start

Date”). If an individual is a member of our board of directors and also an employee, becoming a non‑employee

director due to termination of employment will not entitle the non-employee director to an Initial Award or a

Pro-Rated Annual Award.

The Initial Award will vest as follows: 12.5% of the RSUs will vest on the six-month anniversary of the Vesting

Commencement Date (as defined below) and the balance of the RSUs will vest in 14 successive equal quarterly

installments on each Quarterly Vesting Date thereafter, subject to the non-employee director remaining a

service provider to us through the applicable vesting date. “Vesting Commencement Date” means the first

Quarterly Vesting Date that occurs on or following the Initial Start Date. The Pro-Rated Annual Award will vest

in equal installments on each Quarterly Vesting Date that occurs between the Initial Start Date and the earlier

of (i) our next annual meeting of stockholders that occurs after the Pro-Rated Annual Award’s grant date or (ii)

the one-year anniversary of our most recent annual meeting of stockholders, provided that, in any event, the

Pro-Rated Annual Award will vest in full on the day immediately before the date of our next annual meeting of

stockholders that occurs after the Pro-Rated Annual Award’s grant date (for purposes of clarity, each such

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Quarterly Vesting Date and the final vest date that occurs on the date immediately before our next annual

meeting of stockholders or one-year anniversary of our most recent annual meeting of stockholders, as

applicable, will be counted as one installment such that, if there are two such Quarterly Vesting Dates, the Pro-

Rated Annual Award shall vest in three equal installments), subject to the non-employee director remaining a

service provider to us through the applicable vesting date.

Change in Control

In the event of a “change in control” (as defined in our 2026 Plan), each non-employee director will fully vest in

their outstanding equity awards granted pursuant to the Director Compensation Policy under our 2026 Plan,

including any Initial Award and Pro-Rated Annual Award or Annual Award, provided that the non-employee

director continues to be a non-employee director through such date.

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Executive Compensation

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis (“CD&A”) section is to discuss our compensation

philosophy, our executive compensation program, and the compensation for our named executive officers

(“NEOs”).

Our NEOs for the year ended December 31, 2025 were:

•Dario Amodei, our Chief Executive Officer, Co-Founder, and Director;

•Daniela Amodei, our President, Co-Founder, and Director; and

•Krishna Rao, our Chief Financial Officer.

This discussion contains forward-looking statements that are based on our current plans, considerations,

expectations, and determinations regarding future compensation programs. See also the section titled “Special

Note Regarding Forward-looking Statements.” Actual compensation programs that we adopt in the future may

differ materially from the currently planned programs summarized in this discussion. For additional

information regarding the compensation programs for, and compensation provided to, our NEOs, see the

section titled “—Post-Fiscal Year End Compensation Changes and Equity Awards.”

Executive Summary

At Anthropic, we strive to build a team that is aligned with our mission and values. Executive compensation

reflects our overall compensation philosophy, which prioritizes competitive pay that targets the 90th percentile

of the AI development market, consistent pay for the same role, level, and location, and simplicity of plan

design. In 2025, we offered a competitive mix of base salary, long-term equity incentive awards (including stock

options and RSUs), and other benefits to attract and retain top talent in a competitive market environment.

Compensation Philosophy and Objectives

Our executive compensation philosophy is to provide our executive officers with consistent cash and equity

compensation for the same role, level, and location. When determining executive compensation, we review each

executive’s current compensation against role- and level-specific market data. We do this bi-annually as part of

our performance and compensation cycle where we review proposed market-based and promotion-based cash

and equity increases for executives. We plan to continue to regularly review, and potentially adjust, our

executive compensation programs to ensure they are consistent with our compensation philosophy as a public

company.

In determining compensation for our senior leaders, we distinguish between our seven co-founders (among

whom only Dr. Amodei and Ms. Amodei are executive officers) and our other senior leaders who are not co-

founders (among whom only Mr. Rao is an executive officer). Each co-founder is paid equal compensation. As a

non-co-founder senior leader, Mr. Rao received base salary and equity compensation based on market data for

his role and level.

Our executive compensation program is structured to achieve the objectives described below. We regularly

review our executive compensation program to assess whether it meets these objectives and adapts to evolving

economic conditions.

•Competitive Pay to Attract and Retain Top Talent. We provide our executives with competitive cash

and equity pay for each role, location, and level to attract mission-aligned, top executive talent.

•Internal Parity. We take internal parity into account when determining executive compensation. As

co-founders, Dr. Amodei and Ms. Amodei are awarded equal compensation, including any annual cash

or equity increases. As a non-co-founder senior leader, Mr. Rao is compensated based on the market

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data from our peer group for his role, level, and location. We review market data twice a year and make

adjustments to our compensation benchmarks as needed.

•Aligning Executive Interests with Our Stockholders. We provide incentives that seek to align our

executives’ interests with those of our stockholders through long-term equity awards, which vest over

time.

Compensation Governance Highlights

What We Do:			What We Do Not Do:
☑	Maintain a competitive, consistent, and simple compensation philosophy to attract, retain, and motivate top executive talent.		☒	Enter into employment agreements that provide for fixed terms, automatic compensation increases, or guaranteed equity grants.
☑	Focus our executive compensation program on at- risk compensation, which aligns stockholder and executive interests.		☒	Provide single-trigger change of control benefits or excessive cash severance.
☑	Deliver a majority of our NEOs’ compensation opportunities in the form of long-term equity awards.		☒	Provide our NEOs with golden parachute excise tax reimbursement or “gross-ups.”
☑	Conduct regular compensation reviews to ensure alignment with competitive market practices.		☒	Provide perquisites as a meaningful component of our executive compensation.
☑	Provide for double-trigger change of control severance provisions for only our Chief Financial Officer, and none of our other NEOs.		☒	Maintain any executive pension plans, or any retirement programs that are not generally available to all employees.
			☒	Award option grants at discounted stock prices.

Executive Compensation Process

Role of the Board of Directors and Compensation Committee

Our executive compensation program has historically been overseen by the non-employee members of our

board of directors, which, as a group, has made decisions regarding the compensation for our NEOs after

considering recommendations from management, as further discussed below.

Following the completion of this offering, the compensation committee of our board of directors will oversee

our executive compensation program and provide recommendations to our board of directors on compensation

decisions for our executive officers. The compensation committee will work closely with its independent

compensation consultant (engaged in connection with this offering, as described below) and meet regularly to

make decisions on our executive compensation program. We expect that our compensation committee will

review a variety of market data and information, including survey data, and consider the recommendations of

its independent compensation consultant when making compensation decisions. Following the completion of

this offering, the compensation committee’s responsibilities will include, among other things, reviewing and

approving (or making recommendations to our board of directors, as applicable): overall compensation

strategy; amounts and form of executive compensation; goals and objectives to be considered in determining

the compensation of our Chief Executive Officer and other executive officers; annual and long-term incentive

plans and benefit plans; board of directors compensation; whether such compensation policies and practices

create risks that are reasonably likely to have a material adverse effect on the company; annual say-on-pay vote

results; annual proxy and CD&A disclosure; and compensation peer group.

Role of Management

Our Chief Executive Officer and our other executive officers do not set their own compensation, nor are they

present when our board of directors sets their individual compensation. Our President reviews and advises on

compensation for the seven co-founders but does not make specific recommendations on or participate in

decisions related to her compensation or our Chief Executive Officer’s compensation. Our President also

provides her evaluation and makes recommendations with respect to base salary and equity awards for each

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other executive officer, which are considered by our board of directors as it ultimately makes its determinations.

Our people team provides further analysis and feedback as requested by our board of directors with regard to

the compensation of our executives.

Role of Independent Compensation Consultant

In connection with this offering, we have engaged Semler Brossy Consulting Group LLC as an independent

compensation consultant to formalize our post-offering compensation programs and implement compensation

arrangements that reflect our compensation philosophy described above.

Elements of Executive Compensation

The key elements of our 2025 executive compensation program are summarized in the table below.

Compensation Element		Form of Compensation		Guaranteed vs. At-Risk		Philosophy
Base Salary		Cash		Guaranteed		Provide market-competitive fixed compensation to attract and retain key executives.
Long-Term Equity Incentive Program		Service-Based Options; RSUs with Service- Based and Performance- Based Vesting Conditions		At-Risk		The value of option and RSU awards is correlated to our stock price, promoting sustainable long-term value creation. Multi-year service vesting schedule promotes retention, long-term ownership, and continuity of leadership.
Other Benefits		Other		N/A		Aligned with market practices and serve to attract, motivate, and retain key talent. Intended to ensure the safety of our NEOs, enhance productivity, and minimize distractions.

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Base Salary

Our board of directors generally reviews the base salaries of our NEOs twice a year. The factors used to

determine base salary for our executives include market data for the role, level, and location, as well as internal

parity (which, for our co-founder NEOs, includes considerations related to parity with our technical leadership).

From January 1, 2025 to June 15, 2025, the annual base salary for each of Dr. Amodei and Ms. Amodei was

$600,000. Effective June 16, 2025, the annual base salary for each of Dr. Amodei and Ms. Amodei was

increased to $700,000. The increase in the executives’ cash compensation was intended to ensure competitive

and equitable compensation for our leaders. In particular, the salary increases recognized their ongoing

leadership roles, while considering relative parity across executives, including our technical leadership.

From January 1, 2025 to December 15, 2025, the annual base salary for Mr. Rao was $700,000, which was

increased to $850,000 effective December 16, 2025. The salary increase was based on market data for Mr.

Rao’s role and level, as well as internal parity for non-co-founder senior leaders who are not executive officers.

Long-Term Equity Incentive Program

Each year, our NEOs are eligible to receive equity awards under our 2021 Plan. By structuring the majority of

our NEOs’ target total direct compensation payable in the form of equity that vests over a number of years, we

create incentives for our NEOs to remain employed with Anthropic and pursue actions that will benefit our

company and stockholders over the long term.

On June 12, 2025, our board of directors granted 992,500 options (“2025 Options”) and 1,717,000 RSUs (“2025

RSUs”) to each of Dr. Amodei and Ms. Amodei, after carefully considering several factors, including each

executive’s experience, skills, responsibilities, and impact to the company; individual and company

performance; and internal parity.

The 2025 Options vested in equal monthly installments over a one-year period beginning on January 1, 2025,

subject to the executive’s continuous service with the company through each vest date. The 2025 Options were

granted with an exercise price equal to $2.38 per share. The 2025 RSUs vest on the first date upon which both a

service-based condition and a performance-based condition are satisfied. The service-based condition is

satisfied as to 1/12th of the total 2025 RSUs on February 20, 2026, and on each quarterly anniversary thereafter,

subject to the executive’s continuous service with the company through each vest date. The performance-based

vesting condition of the 2025 RSUs will be satisfied upon the effectiveness of the registration statement of

which this prospectus forms a part.

Perquisites and Other Executive Benefits

We generally provide the same benefits to all of our employees, including our NEOs, and generally do not

maintain benefit plans that cover only executive officers or provide perquisites or personal benefits to our

NEOs. However, we do provide certain travel and security benefits to some of our NEOs. These benefits are

described in more detail below. Our board of directors believes these benefits are reasonable and necessary, and

for the benefit of our company. These benefits are intended to promote the productivity of our executives, in

addition to ensuring their personal health, safety, and security. The aggregate incremental cost of providing

these benefits to our NEOs is disclosed in the “All Other Compensation” column of the Summary Compensation

Table.

Travel

We maintain a Travel and Expense Policy (the “Travel Policy”), which outlines guidelines and allowances for

executive travel and expenses, recognizing the needs and responsibilities of our senior leadership team. The

Travel Policy governs all business-related travel and expenses for our executives, except to the extent benefits

are provided through a security program authorized and/or approved by our board of directors. Dr. Amodei

and Ms. Amodei are entitled to certain enhanced travel benefits recommended by the security studies on which

their security program is based (discussed in the section below titled “Security Services”). The Travel Policy is

reviewed annually by our management team to ensure it remains appropriate and aligned with company

objectives and industry standards. To the extent required by the relevant tax laws, the value of any personal use,

including any personal elements of business trips, will be treated as taxable compensation to the executive, and

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we do not cover, reimburse, or otherwise “gross-up” any income tax due from any applicable executive on such

compensation.

Except as noted in the subsection below titled “Security Services,” none of our NEOs were provided with private

aviation services for personal travel in 2025.

Security Services

The protection of our senior leadership is a critical priority for our company and our stockholders. In

connection with our security program and our evaluation of security threats, we offer security services to certain

of our NEOs and may provide security services to other NEOs in the future. Such security services may include:

(i) individual protection services (including the protection of family members) and home security systems and

monitoring, (ii) private aviation, and (iii) private car and driver services. These safeguards are implemented due

to the variety of business-related security concerns faced by our senior leaders, and they are comparable to

those provided to senior leaders of comparable high-profile companies in the technology industry.

In 2025, a leading security consulting firm conducted independent, third-party security studies regarding the

personal and security risks of our Chief Executive Officer and our President. Based on these security studies,

increased media attention for Anthropic, and the identification of bona fide business-related, heightened

security concerns arising as a result of the respective positions of Dr. Amodei and Ms. Amodei within the

company, our board of directors determined that enhanced personal security services were necessary to

increase the safety and protection of Dr. Amodei and Ms. Amodei, and to avoid an impact to our business

continuity if a security incident occurred. Our board of directors regularly assesses security concerns and

reviews the security services provided to Dr. Amodei and Ms. Amodei and the cost of such services in light of

such concerns, and other benefits to our company. The security measures for Dr. Amodei and Ms. Amodei in

2025 included (i) individual protection services (including during personal travel), which included the

protection of family members, as well as enhanced home security systems and surveillance, (ii) private car and

driver services for ground transportation, and (iii) in the case of Dr. Amodei, the use of private aircraft for both

business and personal travel.

Given the importance of the roles of Dr. Amodei and Ms. Amodei at Anthropic, our board of directors required

the security measures described above for the benefit of our company, and we view the costs of these services as

necessary and appropriate. In the “All Other Compensation” column of the Summary Compensation Table, we

have disclosed the aggregate incremental cost of the security benefits that may be deemed to be perquisites

under current relevant disclosure rules. We did not pay expenses for personal security for any other NEOs in

2025, except in connection with business-related travel.

Health and Welfare Benefits

During 2025, we provided the following benefits to our NEOs on the same basis as our other eligible employees:

medical; dental; vision; flexible spending account; health savings account; life insurance; short-term and long-

term disability insurance; fertility benefits; mental well-being benefits; health and wellness timesaver stipend;

work from home stipend; education assistance program; commuting allowance; and a 401(k) retirement plan

with employer match.

Executive Employment Agreements

We entered into an offer letter with Mr. Rao dated March 2, 2024 (“Rao Offer Letter”), which offer letter was in

effect during 2025 and was terminated in October 2026. The Rao Offer Letter provided for “at-will”

employment and set forth Mr. Rao’s initial annual base salary, his eligibility to participate in our benefit plans

generally, and a new hire stock option grant to purchase 14,000,000 shares of our Class A common stock under

our 2021 Plan (“Rao Options”). The Rao Options vested with respect to 1/4th of the shares on the 12-month

anniversary of Mr. Rao’s first day of employment with the company and 1/48th of the shares in equal monthly

installments thereafter, subject to Mr. Rao’s continuous service with the company through each vest date. The

Rao Offer Letter also provided for certain severance and change of control benefits. For information regarding

the severance and change of control benefits for Mr. Rao during 2025, please refer to the sections below titled

“Termination and Change of Control Benefits” and “Potential Payments upon Termination or Change of

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Control.” Upon the termination of the Rao Offer Letter, we entered into a letter agreement with Mr. Rao as

described below.

In addition, each NEO is subject to our standard confidential information and invention assignment agreement

which provides for restrictions on employee non-solicitation (during employment and for 12 months post-

termination), customer non-solicitation (during employment), confidentiality (perpetual), and assignment of

intellectual property rights.

Termination and Change of Control Benefits

The employment of our NEOs is “at-will,” meaning we can terminate them at any time, and they can terminate

their employment with us at any time. Other than Mr. Rao, our NEOs were not entitled to any severance or

change of control benefits during 2025.

During 2025, the Rao Offer Letter provided that if, at any time, his employment was terminated by the

company without “cause” or he resigned for “good reason” (as such terms were defined in the Rao Offer Letter),

then, subject to his execution of a release of claims in favor of the company and other conditions, he would be

entitled to the following severance payments and benefits: (i) an amount equal to six months of his then-current

base salary, (ii) payment of monthly premiums for coverage under the Consolidated Omnibus Budget

Reconciliation Act (“COBRA”) for up to six months, and (iii) accelerated vesting as to 1/8th of the Rao Options.

The Rao Offer Letter further provided that if, within 30 days prior to, upon, or at any time following a “change

of control” (as defined in our 2021 Plan), his employment was terminated by the company without cause or he

resigned for good reason, then, subject to his execution of a release of claims in favor of the company and other

conditions, 100% of any then unvested shares subject to his then outstanding equity awards, including the Rao

Options, would accelerate and vest. If, in the change of control, his then-outstanding equity awards would

otherwise have been terminated for no consideration at the closing of the change of control event, then those

awards would instead have become fully vested as of immediately prior to such closing. Upon the termination of

the Rao Offer Letter in October 2026, we entered into a letter agreement with Mr. Rao continuing the change of

control vesting acceleration benefit described herein on the same terms, without alteration.

For additional information regarding the severance and change of control benefits for our NEOs, see the

sections titled “—Post-Fiscal Year End Compensation Changes and Equity Awards” and “—Potential Payments

upon Termination or Change of Control.”

Other Compensation Governance Practices

Compensation Recovery Policy

We have adopted an executive compensation recoupment policy intended to comply with the requirements of

Rule 10D-1 under the Exchange Act and the rules of the stock exchange on which our securities are listed

(“Clawback Policy”) that will be effective upon the effectiveness of the registration statement of which this

prospectus forms a part. The Clawback Policy will generally require us to recover erroneously awarded

incentive-based compensation that was received by covered executive officers in the event we are required to

prepare an accounting restatement due to any material noncompliance with any financial reporting

requirement under the securities laws (including any required accounting restatement to correct an error in

previously issued financial statements that is material to the previously issued financial statements), or that

would result in a material misstatement if the error were corrected in the current period or left uncorrected in

the current period. The Clawback Policy generally covers incentive-based compensation received on or after the

effective date of the Clawback Policy and during the three-year period prior to the date we are required to

prepare the financial restatement. The amount required to be recovered is the excess of the amount of

incentive-based compensation received over the amount that otherwise would have been received based on the

restated financial measure.

Hedging, Pledging, and Insider Trading

We are dedicated to fostering high standards of ethical business conduct and adherence to applicable laws,

rules, and regulations. Accordingly, we maintain our Insider Trading Policy, which we believe is appropriately

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designed to foster compliance with insider trading laws, rules, and regulations, and the listing standards of the

Nasdaq Global Select Market that will be applicable to us. Our Insider Trading Policy applies to all of our

officers, directors, and employees, as well as designated consultants, and specifically prohibits ownership of

financial instruments or participation in investment strategies that hedge the economic risk of owning our

equity securities, such as prepaid variable forwards, equity swaps, and collars. Directors, officers, and other

employees are prohibited from maintaining company securities in a margin account or otherwise pledging

company securities as collateral for a loan, provided that certain limited exceptions may be permitted. In

addition, we prohibit our executive officers, directors, and employees from purchasing or selling our securities

while in possession of material, non-public information or otherwise utilizing such information for their

personal benefit. We maintain a quarterly blackout window where applicable individuals may not trade.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the

Release of Material Nonpublic Information

We periodically grant stock options to our NEOs, employees, and other service providers. We have historically

granted options on or shortly after a newly hired employee’s start date. We have historically granted refresh,

promotion, or market adjustment options when and as determined by our board of directors. We have no

specific policy or practice regarding the timing of options or other equity grants in relation to the public

disclosure of material nonpublic information by the company.

Tax and Accounting Considerations

Tax Considerations

Section 162(m) of the Code imposes a $1 million limit on the amount of compensation that we may deduct as a

business expense in any year with regard to certain of our most highly paid executive officers. While our board

of directors considers the deductibility of compensation as one factor in determining executive compensation,

our board of directors retains the discretion to award compensation that is not deductible as it believes that it is

in our best interests to maintain flexibility in our approach to executive compensation in order to design a

program that we deem to be the most effective in attracting, motivating, and retaining key executives and

aligning pay with performance.

Accounting Considerations

Our board of directors takes accounting considerations into account in designing compensation plans and

arrangements for our NEOs and other employees. We follow the Financial Accounting Standards Board’s

Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation

awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment

awards based on the grant date “fair value” of these awards.

Summary Compensation Table

The following table shows the compensation awarded, paid to, or earned by each of our NEOs for the year

ended December 31, 2025:

Name and Principal Position		Year		Salary ($)		Stock Awards ($)(1)(2)		Option Awards ($)(1)		All Other Compensation ($)			Total ($)
Dario Amodei Chief Executive Officer, Co- Founder, and Director		2025		654,167		9,264,932		4,028,558		4,010,641	(3)		17,958,298
Daniela Amodei President, Co-Founder, and Director		2025		654,167		9,264,932		4,028,558		2,461,341	(4)		16,408,998
Krishna Rao Chief Financial Officer		2025		706,250		—		—		14,000	(5)		720,250

______________

(1)The amounts reported represent the aggregate grant date fair value of the RSUs or options awarded to the NEOs calculated in

accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may be realized by each

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NEO. The assumptions used in determining the grant date fair value of the RSUs or options, as applicable, reported in this

column are set forth in Note 10 to our consolidated financial statements included elsewhere in this prospectus.

(2)These awards reflect the grant of RSUs subject to both a service-based vesting condition and a performance-based vesting

condition, each of which must be satisfied in order for an RSU to vest, as described above in the section titled “—Elements of

Executive Compensation—Long-Term Equity Incentive Program.” The amount disclosed represents the aggregate grant date

fair value of such RSU award, computed in accordance with FASB ASC Topic 718, based on the probable outcome of the

performance condition as of the grant date.

(3)Amounts reported include: (i) $14,000 in connection with 401(k) company matching contributions; (ii) $2,745,874 in

connection with personal security services that we view as an integral part of our risk management program but may be deemed

to be perquisites under current relevant disclosure rules; (iii) $97,055 in costs related to Dr. Amodei’s private air travel for

personal use as required by Dr. Amodei’s overall security program, including the minimal incremental costs for Dr. Amodei’s

personal guests who accompanied him on certain trips as approved in advance by our board of directors; (iv) $1,153,087,

representing the spread between the aggregate purchase price and the fair market value of shares repurchased from Dr. Amodei

in our June 2025 tender offer; and (v) $625 representing a pro rata portion of the cost of a valuation report paid for and

obtained by us from an appraisal firm (“Valuation Report”). The Valuation Report was prepared for the benefit of all employees

who participated in our donation matching program, and, although Dr. Amodei did not participate in that program, he used the

Valuation Report for tax reporting related to his separate charitable giving.

(4)Amounts reported include: (i) $14,000 in connection with 401(k) company matching contributions; (ii) $1,293,629 in

connection with company-paid personal protection, home security, and transportation services that we view as an integral part

of our risk management program but are considered to convey a personal benefit to Ms. Amodei under the relevant disclosure

rules; (iii) $1,153,087, representing the spread between the aggregate purchase price and the fair market value of shares

repurchased from Ms. Amodei in our June 2025 tender offer; and (iv) $625 representing a pro rata portion of the cost of the

Valuation Report. Although Ms. Amodei did not participate in our donation matching program, she used the Valuation Report

for tax reporting related to her separate charitable giving.

(5)Amounts reported reflect 401(k) company matching contributions.

Post-Fiscal Year End Compensation Changes and Equity Awards

Subsequent to the year ended December 31, 2025, we approved an adjustment to the base salaries of, granted

new RSUs to, and entered into agreements providing certain severance benefits for, Dr. Amodei, Ms. Amodei,

and Mr. Rao. We also paid the HSR Filing Fees (as defined below) for Dr. Amodei and Ms. Amodei. In addition,

we began offering certain security services to Mr. Rao. These adjustments, awards, and benefits were made in

consideration of the ongoing leadership roles of each of our NEOs and internal parity.

Base Salary

Effective January 16, 2026, the annual base salary for each of Dr. Amodei and Ms. Amodei was increased to

$915,000. Effective February 1, 2026, the annual base salary for Mr. Rao was increased to $1,250,000. Effective

July 1, 2026, the annual base salary for each of Dr. Amodei and Ms. Amodei was further increased to

$1,380,000.

Long-Term Equity Incentive Program

On February 20, 2026, our board of directors granted 1,431,490 options to each of Dr. Amodei and Ms. Amodei

and 1,122,840 options to Mr. Rao (together, the “2026 NEO Options”) and 2,374,010 RSUs to each of Dr.

Amodei and Ms. Amodei and 1,862,140 RSUs to Mr. Rao (together, the “2026 NEO RSUs”). The 2026 NEO

Options vest in equal monthly installments over a one-year period beginning on January 16, 2026 for each of

Dr. Amodei and Ms. Amodei and on January 30, 2026 for Mr. Rao, subject to the executive’s continuous service

with the company through each vest date. The 2026 NEO Options were granted with an exercise price equal to

$17.66 per share. The 2026 NEO RSUs vest on the first date upon which both a service-based condition and a

performance-based condition are satisfied. The service-based condition is satisfied as to 1/12th of the total 2026

NEO RSUs on May 20, 2027, and on each quarterly anniversary thereafter, subject to the executive’s

continuous service with the company through each vest date. The performance-based vesting condition of the

2026 NEO RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus

forms a part.

On July 15, 2026, our board of directors granted 537,430 RSUs (“2026 Co-Founder RSUs”) to each of Dr.

Amodei and Ms. Amodei. The 2026 Co-Founder RSUs vest on the first date upon which both a service-based

condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 1/16th

of the total 2026 Co-Founder RSUs on August 20, 2026, and on each quarterly anniversary thereafter, subject

to the executive’s continuous service with the company through each vest date. The performance-based vesting

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condition of the 2026 Co-Founder RSUs will be satisfied upon the effectiveness of the registration statement of

which this prospectus forms a part.

Severance Benefits

In October 2026, we entered into an Executive Severance Agreement (“Executive Severance Agreement”) with

each of our NEOs that provides that, if the NEO’s employment is terminated by the company without “cause” or

the NEO resigns for “good reason” (as such terms are defined in the form of Executive Severance Agreement),

then, subject to their execution of a release of claims in favor of the company and other conditions, they will be

entitled to the following severance payments and benefits: (i) an amount equal to 24 months of their then-

current base salary for Dr. Amodei and Ms. Amodei and 12 months of his then-current base salary for Mr. Rao,

(ii) an amount equal to 12 months of COBRA premium payments, and (iii) acceleration of 12 months of equity

vesting for all outstanding equity awards subject to time-based vesting. We also entered into a letter agreement

with Mr. Rao continuing the change of control vesting acceleration benefit previously included in the Rao Offer

Letter on the same terms, without alteration.

The changes described above will be reflected in our executive compensation disclosure for the year ending

December 31, 2026.

Perquisites and Other Executive Benefits

HSR Filing Fees

In October 2026, we paid directly to the FTC, on behalf of Dr. Amodei and Ms. Amodei, the filing fees that they

were required to pay in connection with the filing of a notice under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended, each in the amount of $2.5 million (the “HSR Filing Fees”). The HSR

Filing Fees were required in connection with the NEO’s acquisition and holding of our securities. Our board of

directors determined that paying the HSR Filing Fees served the best interest of us and our stockholders by

ensuring compliance with antitrust regulations and promoting each NEO’s retention and long-term stockholder

value alignment by providing incentives for each NEO to participate in our long-term equity incentive program

and work to increase the value of our securities.

Security Services

In 2026, we began offering certain security services to Mr. Rao and engaged a leading security consulting firm

to conduct an independent, third-party security study regarding the personal and security risks of Mr. Rao.

Given the importance of the role of Mr. Rao at Anthropic, we view the cost of these services as necessary and

appropriate.

Grants of Plan-Based Awards in 2025

The following table sets forth information regarding grants of awards made to our NEOs during 2025:

				Estimated Future Payouts Under Equity Incentive Plan Awards
Name		Grant Date(1)		Target (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Dario Amodei		6/12/2025				992,500		2.38		4,028,558
		6/12/2025		1,717,000						9,264,932
Daniela Amodei		6/12/2025				992,500		2.38		4,028,558
		6/12/2025		1,717,000						9,264,932
Krishna Rao		—				—		—		—

______________

(1)All awards were granted pursuant to our 2021 Plan, the terms of which are described below under the section titled “—Equity

Plans—Amended & Restated 2021 Stock Plan.”

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(2)These awards reflect the grant of RSUs subject to both a service-based vesting condition and a performance-based vesting

condition, each of which must be satisfied for the RSU to vest, as described above in the section titled “—Elements of Executive

Compensation—Long-Term Equity Incentive Program.” The RSUs do not have “threshold” or “maximum” achievement levels,

so the corresponding columns have been omitted.

(3)The amounts reported represent the aggregate grant date fair value of the RSUs or options awarded to the NEOs calculated in

accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may be realized by each

NEO. The assumptions used in determining the grant date fair value of the RSUs or options, as applicable, reported in this

column are set forth in Note 10 to our consolidated financial statements included elsewhere in this prospectus.

Outstanding Equity Awards at 2025 Year-End

The following table sets forth information regarding outstanding equity awards held by our NEOs as of

December 31, 2025:

Option Awards(1)

Stock Awards(1)

Name

Grant Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

Dario Amodei

6/12/2025

909,790(3)

82,710

2.38

6/11/2035

1,717,000(5)

6/12/2025

30,317,069

Daniela Amodei

6/12/2025

909,790(3)

82,710

2.38

6/11/2035

1,717,000(5)

6/12/2025

30,317,069

Krishna Rao

5/31/2024

5,756,350(4)

8,166,670

1.30

5/30/2034

______________

(1)All awards were granted pursuant to our 2021 Plan, the terms of which are described below under the section titled “—Equity

Plans—Amended & Restated 2021 Stock Plan.”

(2)Amounts reported represent the fair market value of our Class A common stock of $17.66 per share as of December 31, 2025.

(3)1/12th of the total shares subject to the option vested on the one-month anniversary of the vesting commencement date

(January 1, 2025), and 1/12th of the total shares vested in equal monthly installments thereafter, subject to the NEO’s continued

service with the company through each applicable vest date.

(4)1/4th of the total shares subject to the option vested on the first anniversary of the vesting commencement date (April 18, 2024),

and 1/48th of the total shares will vest in equal monthly installments thereafter, subject to the NEO’s continued service with the

company through each applicable vest date.

(5)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied.

The service-based condition is satisfied as to 1/12th of the RSUs on the 15-month anniversary of the vesting commencement date

(November 20, 2024) and on each three-month anniversary thereafter, subject to the NEO’s continued service with the

company through each applicable service-based vest date. The performance-based condition will be satisfied upon the

effectiveness of the registration statement of which this prospectus forms a part.

Option Exercises and Stock Vested in 2025

The following table sets forth the number of shares of Class A common stock acquired during 2025 by our

NEOs upon the exercise of stock options and the vesting of stock awards and the value realized upon such

exercise or vesting:

		Option Awards				Stock Awards
Name		Number of Securities Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Securities Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Dario Amodei		—		—		5,058,340		12,013,558
Daniela Amodei		—		—		5,058,340		12,013,558
Krishna Rao		76,980		385,285		—		—

______________

(1)Based on the fair market value of our Class A common stock on the date of exercise, less the option exercise price paid for those

shares, multiplied by the number of shares for which the option was exercised.

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(2)Based on the fair market value of our Class A common stock on the vesting date, multiplied by the number of shares that vested.

Employment, Severance, and Change of Control Arrangements with Our

NEOs

We entered into an offer letter with Mr. Rao dated March 2, 2024, which provided for “at-will” employment and

included his initial base salary, a new hire stock option grant, and severance and change of control benefits. The

Rao Offer Letter was in effect during 2025 and was terminated in October 2026.

Specifically, the Rao Offer Letter provided that if, at any time, his employment was terminated by the company

without “cause” or he resigned for “good reason” (as such terms are defined in the Rao Offer Letter), then,

subject to his execution of a release of claims in favor of the company, his compliance with his confidential

information and invention assignment agreement and all material company policies, and his return of company

property, he would be eligible to receive the following severance payments and benefits: (i) an amount equal to

six months of his then-current base salary, (ii) payment of monthly premiums for coverage under COBRA for

up to six months, and (iii) accelerated vesting as to 1/8th of the Rao Options.

The Rao Offer Letter further provided that if, within 30 days prior to, upon or at any time following a “change of

control” (as defined in our 2021 Plan), his employment was terminated by the company without cause or he

resigns for good reason, then, subject to his execution of a release of claims in favor of the company and his

return of company property, 100% of any then-unvested shares subject to his then-outstanding equity awards,

including the Rao Options, would accelerate and vest. If, in the change of control, his then-outstanding equity

awards would otherwise have been terminated for no consideration at the closing of the change of control event,

then those awards would instead become fully vested as of immediately prior to such closing. Upon the

termination of the Rao Offer Letter in October 2026, we entered into a letter agreement with Mr. Rao

continuing the change of control vesting acceleration benefit described herein on the same terms, without

alteration.

For additional information regarding the terms of the Rao Offer Letter, see the section titled “—Executive

Employment Agreements.” For additional information regarding severance benefits for our NEOs, see the

section titled “—Post-Fiscal Year End Compensation Changes and Equity Awards.”

Potential Payments upon Termination or Change of Control

During 2025, Mr. Rao was eligible to receive severance benefits under the terms of the Rao Offer Letter, as

discussed in the section titled “—Termination and Change of Control Benefits.” None of our other NEOs was

eligible to receive severance benefits during 2025. For additional information regarding severance benefits for

our NEOs, see the section titled “—Post-Fiscal Year End Compensation Changes and Equity Awards.”

Potential Payments upon Termination Apart from a Change of Control

The following table sets forth quantitative estimates of the benefits that would have accrued to each of our

NEOs if any of their employment had been terminated by the NEO for “good reason” or by us for a reason other

than “cause” (and not due to death or “disability”) (a “Qualifying Termination”), the NEO executed a release of

claims in favor of the company and complied with the other conditions described above, and such Qualifying

Termination had occurred on December 31, 2025:

	Cash Severance ($)			Value of Accelerated Equity Awards ($)			Continuing Health Coverage ($)			Total ($)
Dario Amodei	—			—			—			—
Daniela Amodei	—			—			—			—
Krishna Rao(1)	425,000	(2)		28,626,500	(3)		16,079	(4)		29,067,579

______________

(1)“Good reason,” “cause,” and “disability” are defined in the Rao Offer Letter.

(2)This amount is equal to six months of Mr. Rao’s annual base salary, to be paid in a lump sum.

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(3)This amount represents the value of acceleration of 1/8th of the total number of shares subject to the Rao Options (1,750,000

shares). This amount is based on the fair market value of our Class A common stock of $17.66 per share as of December 31,

2025, minus the option exercise price of $1.30 per share, multiplied by the number of shares subject to acceleration.

(4)Amount is based on a payment equal to the premium cost of continued health coverage under COBRA for a period of six

months.

Potential Payments upon Termination in Connection with a Change of Control

The following table sets forth quantitative estimates of the benefits that would have accrued to each of our

NEOs if any of their employment had been terminated by the NEO in a Qualifying Termination in connection

with a “change of control” (as defined in our 2021 Plan), the NEO executed a release of claims in favor of the

company and complied with the other conditions described above, and such Qualifying Termination had

occurred on December 31, 2025:

	Cash Severance ($)			Value of Accelerated Equity Awards ($)			Continuing Health Coverage ($)			Total ($)
Dario Amodei	—			—			—			—
Daniela Amodei	—			—			—			—
Krishna Rao(1)	425,000	(2)		133,590,388	(3)		16,079	(4)		134,031,467

______________

(1)“Good reason,” “cause” and “disability” are defined in the Rao Offer Letter.

(2)This amount is equal to six months of Mr. Rao’s annual base salary, to be paid in a lump sum.

(3)This amount represents the value of acceleration of 100% of the total number of unvested shares subject to the Rao Options

(8,166,670 shares), which right to acceleration is triggered (i) upon Mr. Rao’s Qualifying Termination within 30 days prior to,

on, or following a change of control or (ii) if Mr. Rao’s equity awards otherwise would terminate for no consideration in a

change of control (without the requirement of a Qualifying Termination). This amount is based on the fair market value of our

Class A common stock of $17.66 per share as of December 31, 2025, as determined by our board of directors in good faith,

minus the option exercise price of $1.30 per share, multiplied by the number of shares subject to acceleration.

(4)Amount is based on a payment equal to the premium cost of continued health coverage under COBRA for a period of six

months.

Equity Plans

2026 Equity Incentive Plan

General. Our 2026 Plan was adopted by our board of directors on September 1, 2026, and approved by our

stockholders on October 22, 2026. Our 2026 Plan will become effective as of the day immediately prior to the

day the registration statement of which this prospectus forms a part is effective.

Share Reserve. The maximum aggregate number of shares that may be issued under our 2026 Plan is: (i)

shares of our Class A common stock; plus (ii) the number of shares of our Class A common stock equal to the

total shares of Voting Common Stock available for issuance pursuant to our 2021 Plan immediately prior to the

termination of our 2021 Plan on the effective date of our 2026 Plan; plus (iii) the number of shares of our Class

A common stock equal to the total shares of Voting Common Stock subject to awards previously granted under

our 2021 Plan that, after the effective date of our 2026 Plan, would have returned to our 2021 Plan and become

available for issuance pursuant to future awards under our 2021 Plan had our 2021 Plan not terminated on the

effective date of our 2026 Plan (provided that the maximum number of shares pursuant to (ii) plus (iii) is

shares).

In addition, the number of shares that may be issued under our 2026 Plan will be increased on the first day of

each fiscal year beginning with our 2027 fiscal year and ending on (and including) the first day of our 2036

fiscal year, in an amount equal to the lesser of: (i) 5% of the total number of shares of our common stock

(including only all classes of common stock issued by the company that carry economic rights) outstanding on

the last day of the calendar month prior to the date of such automatic increase (calculated on an as-converted

basis); and (ii) such number of shares determined by our board of directors.

To the extent an award should expire or be forfeited or become unexercisable for any reason without having

been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were

subject thereto shall continue to be available under our 2026 Plan for issuance pursuant to future awards. In

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addition, any shares which are retained by us to satisfy exercise or purchase price or any withholding taxes shall

be treated as not issued and shall continue to be available under our 2026 Plan for issuance pursuant to future

awards. Shares issued under our 2026 Plan and later forfeited to us due to the failure to vest or repurchased by

us at a price no greater than the original purchase price paid to us for the shares shall again be available for

future grant under our 2026 Plan. To the extent an award under our 2026 Plan is paid out in cash rather than

shares, such cash payment will not reduce the number of shares available for issuance under our 2026 Plan.

Plan Administration. Our board of directors has delegated its authority to administer our 2026 Plan to our

compensation committee. Subject to the provisions of our 2026 Plan, the administrator has the power to

determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject

to each award, the fair market value of a share of our Class A common stock, the vesting schedule applicable to

the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise of

the award and the terms of the award agreement for use under our 2026 Plan. The administrator also has the

authority, subject to the terms of our 2026 Plan, to amend existing awards, to prescribe rules and to construe

and interpret our 2026 Plan and awards granted thereunder and to institute an exchange program by which

outstanding awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange

for awards with a lower exercise price, a different type of award under our 2026 Plan or a different equity

incentive plan, cash, or a combination thereof.

Eligibility. Employees, members of our board of directors who are not employees, and consultants (including,

without limitation, employees of a staffing agency, professional employer organization, employer of record, and

similar workers) are eligible to participate in our 2026 Plan.

Types of Awards. Our 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted

stock, restricted stock units, and stock bonus awards to our employees, directors, and consultants and the

employees and consultants of our subsidiaries.

Stock Options. The administrator may grant incentive stock options (within the meaning of Section 422 of the

Code) and/or nonstatutory stock options under our 2026 Plan, provided that incentive stock options may only

be granted to our employees and the employees of our subsidiaries. The exercise price applicable to such

options must generally be equal to at least the fair market value of our Class A common stock on the date of

grant. The term of an incentive stock option may not exceed 10 years; provided, however, that an incentive

stock option held by a participant who owns more than 10% of the total combined voting power of all classes of

our stock, or of certain of our subsidiary corporations, may not have a term in excess of five years and must

have an exercise price equal to at least 110% of the fair market value of our Class A common stock on the grant

date.

The administrator will determine the methods of payment of the exercise price applicable to an option, which

may include cash, shares, or other property acceptable to the administrator. Subject to the provisions of our

2026 Plan, the administrator determines the remaining terms of the options. Such terms may include, among

other things, vesting upon the achievement of specific performance goals determined by the administrator and/

or continued service. After the termination of service, the participant may exercise their option, to the extent

vested, for the period of time stated in their option agreement. Except in the event of a termination for cause,

options generally remain outstanding to the extent exercisable for the full term of the options. In no event may

an option be exercised later than the expiration of its term. The specific terms will be set forth in an award

agreement.

Stock Appreciation Rights. Stock appreciation rights may be granted under our 2026 Plan. Stock appreciation

rights allow the recipient to receive the appreciation in the fair market value of our Class A common stock

between the date of grant and the exercise date. Subject to the provisions of our 2026 Plan, the administrator

determines the terms of stock appreciation rights, including when such rights vest and become exercisable and

whether to settle such awards in cash or with shares of our Class A common stock, or a combination thereof,

except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock

appreciation right will be no less than 100% of the fair market value per share on the date of grant. The specific

terms will be set forth in an award agreement.

Restricted Stock. Restricted stock may be granted under our 2026 Plan. RSAs are grants of shares of our Class

A common stock that are subject to various restrictions, including restrictions on transferability and forfeiture

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provisions. Shares of restricted stock will vest and the restrictions on such shares will lapse, in accordance with

terms and conditions established by the administrator. Such terms may include, among other things, vesting

upon the achievement of specific performance goals determined by the administrator and/or continued service.

The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be

removed. Recipients of RSAs generally will have voting and dividend rights with respect to such shares upon

grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do

not vest for any reason will be subject to our right of repurchase or forfeited by the recipient. The specific terms

will be set forth in an award agreement.

Restricted Stock Units. RSUs may be granted under our 2026 Plan and may include the right to dividend

equivalents, as determined in the discretion of the administrator. Each RSU granted is a bookkeeping entry

representing an amount equal to the fair market value of one share of our Class A common stock. The

administrator determines the terms and conditions of RSUs, including the vesting criteria, which may include

achievement of specified performance criteria and/or continued service. The administrator, in its sole

discretion, may accelerate the time at which any restrictions will lapse or be removed. The administrator

determines, in its sole discretion, the timing of payment and whether an award will be settled in stock, cash, or

a combination thereof. The specific terms will be set forth in an award agreement.

Stock Bonus Awards. Stock bonus awards may be granted under our 2026 Plan. The administrator may grant

stock bonus awards in such amounts, and subject to such terms, as the administrator, in its sole discretion, will

determine. A stock bonus award is an award of shares of our Class A common stock without a purchase price.

All stock bonus awards may be made, but are not required to be made, pursuant to an award agreement.

Payment of a stock bonus award may be made in the form of cash, shares, or a combination thereof, based on

the fair market value of the shares subject to the stock bonus award on the date of payment, as determined in

the sole discretion of the administrator.

Outside Director Limitations. Stock awards granted during a single fiscal year under our 2026 Plan or

otherwise, taken together with any cash fees paid during such fiscal year for services on our board of directors,

shall not exceed $1,000,000 in total value for any non-employee director, except with respect to the first year of

service in which case any stock awards granted and cash fees paid will not exceed $2,000,000 in total value

(calculating the value of any such stock awards, in each case, based on the grant date fair value of such stock

awards for financial reporting purposes). Such applicable limit includes the value of any stock awards that are

granted in lieu of all or a portion of any annual committee cash retainers or other similar cash-based payments.

Stock awards granted to an individual while they were serving in the capacity as an employee or while they were

an independent contractor but not a non-employee director will not count for purposes of the limitations

described above.

Non-Transferability of Awards. Unless the administrator provides otherwise, our 2026 Plan generally does not

allow for the transfer of awards other than by will or the laws of descent and distribution and only the recipient

of an option or stock appreciation right may exercise such an award during their lifetime.

Certain Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination,

consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend or

distribution of property, including shares of a subsidiary) or reclassification of the shares, subdivision of the

shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of common stock

or other securities of the company or other significant corporate transaction, or other change affecting the

common stock occurs, the administrator, in order to prevent dilution, diminution, or enlargement of the

benefits or potential benefits intended to be made available under our 2026 Plan, will, in such manner as it may

deem equitable, adjust the number, kind, and class of securities that may be delivered under our 2026 Plan

and/or the number, class, kind, and price of securities covered by each outstanding award, and the terms and

conditions of any outstanding award (including, without limitation, any applicable performance targets or

criteria with respect thereto).

Dissolution or Liquidation. In the event of a proposed winding up, dissolution, or liquidation of the company,

the administrator will notify participants as soon as practicable prior to the effective date of such proposed

transaction and all awards will terminate immediately prior to the consummation of such proposed transaction,

to the extent not previously exercised or settled.

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Corporate Transaction. Our 2026 Plan provides that, in the event of certain significant corporate transactions,

including: (1) a transfer of all or substantially all of our assets; (2) a merger, consolidation or other capital

reorganization or business combination transaction of the company with or into another corporation, entity or

person; or (3) the consummation of a transaction, or series of related transactions, in which any person

becomes the beneficial owner, directly or indirectly, of more than 50% of the company’s then outstanding

capital stock, each outstanding award will be treated as the administrator determines. Such determination,

without the consent of any participant, may provide that such awards will be (i) continued if we are the

surviving corporation; (ii) assumed by the surviving corporation or its parent; (iii) substituted by the surviving

corporation or its parent for a new award; (iv) cancelled in exchange for a payment equal to the excess of the

fair market value of our shares subject to such award over the exercise price or purchase price paid for such

shares; (v) subject to full or partial acceleration of vesting, settlement, payment, and/or expiration as of

immediately prior to the corporate transaction; (vi) subject to full or partial lapse of forfeiture, repurchase or

reacquisition rights with respect to shares previously acquired pursuant to any awards as of immediately prior

to the corporate transaction; (vii) in the case of outstanding options and/or stock appreciation rights, allowed to

be exercised prior to the occurrence of the corporate transaction and terminated (for no consideration) upon

the consummation of such corporate transaction if not exercised prior thereto; or (viii) cancelled in exchange

for no consideration.

Change in Control. The administrator may provide, in an individual award agreement or in any other written

agreement between a participant and us, that the stock award will be subject to additional acceleration of

vesting, settlement, payment, and/or expiration in the event of a change in control.

Under our 2026 Plan, a “change in control” is generally (1) a merger, consolidation, or any other corporate

reorganization in which the shares of capital stock of the company immediately before the transaction cease to

represent immediately after such transaction at least a majority of the voting power of the continuing or

surviving entity in substantially the same proportions immediately after such transaction as in effect before

such transaction; (2) with certain limited exceptions, the consummation of the sale, transfer or other

disposition of all or substantially all of our assets; (3) a change in the effective control of the company which

occurs on the date that a majority of our board members are replaced during any 12-month period by directors

whose appointment or election is not endorsed by a majority of the members of our board of directors prior to

the date of the appointment or election; or (4) the consummation of any transaction as a result of which any

person or company becomes the beneficial owner, directly or indirectly, of at least 50% of the total voting power

represented by our then outstanding voting securities. No transaction shall constitute a change in control (i) as

the result of the initial effectiveness of the company’s amended and restated certificate of incorporation that

will become effective immediately prior to the effectiveness of the registration statement of which this

prospectus forms a part, (ii) pursuant to Section (3) above until after the time at which both the Class F Sunset

Time and the Class T Sunset Time have occurred, as such terms are defined in the company’s amended and

restated certificate of incorporation that will become effective immediately prior to the effectiveness of the

registration statement of which this prospectus forms a part, (iii) if its primary purpose is to change the

jurisdiction of the company’s incorporation or to create a holding company owned in substantially the same

proportions by the persons who held company securities immediately before such transactions, or (iv) if

required for compliance with Section 409A of the Code, a transaction will not be a change in control unless it is

also a “change in the ownership or effective control of” the company or “a change in the ownership of a

substantial portion of the assets of” the company as determined under applicable Treasury regulations.

Compensation Recovery Policy. Awards granted under our 2026 Plan will be subject to reduction, cancellation,

forfeiture, and/or recoupment in accordance with any compensation recovery policy as may be in effect as of

the date of grant of such award, or as such policy is amended or another policy is adopted to comply with

applicable laws. In addition, the administrator may impose such other compensation recovery or recoupment

provisions in any award agreement as it determines necessary or appropriate.

Amendment or Termination.  Our administrator has the authority to amend, alter, suspend, or terminate our

2026 Plan, provided such action does not materially impair the existing rights of any participant unless

otherwise provided in our 2026 Plan or mutually agreed otherwise. Our 2026 Plan will continue in effect until

terminated by the administrator, but no options that qualify as incentive stock options may be granted after 10

years from the earlier of the board or stockholder approval of our 2026 Plan. We will obtain stockholder

approval of any amendment to our 2026 Plan as required by applicable law or listing requirements.

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Amended & Restated 2021 Stock Plan

General. Our board of directors adopted our 2021 Plan on January 28, 2021 and last amended our 2021 Plan

effective as of May 28, 2026. Our 2021 Plan will be terminated effective as of the day immediately prior to the

day the registration statement of which this prospectus forms a part becomes effective, and no new awards will

be granted under our 2021 Plan following this offering, but previously granted awards will continue to be

subject to the terms and conditions of our 2021 Plan and the award agreements evidencing such awards.

Share Reserve. We have reserved for issuance pursuant to our 2021 Plan an aggregate of 3,864,826,090 shares

of our Class A common stock. In general, if an award granted under our 2021 Plan (i) expires or is terminated,

cancelled, or otherwise forfeited by a participant, (ii) a share subject to an award is withheld in satisfaction of

the exercise price and/or tax withholding due in connection with such award, or (iii) a share previously issued

pursuant to an award is forfeited or repurchased at the original purchase price paid for the share, then the

number of unissued shares subject to any such award, and any such withheld, forfeited, or repurchased shares,

will again become available for awards under our 2021 Plan. Following the effectiveness of our 2026 Plan, such

shares will again become available for awards under our 2026 Plan.

Plan Administration. Our board of directors has administered our 2021 Plan before this offering. Our board of

directors has delegated its authority to administer our 2021 Plan to our compensation committee following this

offering.

Types of Awards. Our 2021 Plan provides for incentive and non-statutory stock options to purchase shares of

our Class A common stock, RSAs, and RSUs. As of the date of this prospectus, we have issued stock options,

restricted stock, and RSUs pursuant to our 2021 Plan.

Non-transferability of Awards. Unless the administrator provides otherwise, our 2021 Plan generally does not

allow for the transfer of awards other than by will or the laws of descent and distribution and only the recipient

of an option right may exercise such an award during their lifetime.

Certain Adjustments. In the event of certain corporate events or changes in our capitalization, to prevent

diminution or enlargement of the benefits or potential benefits available under our 2021 Plan, the

administrator will make adjustments to one or more of the number, kind, and class of securities that may be

delivered under our 2021 Plan and/or the number, kind, class, and price of securities covered by each

outstanding award.

Corporate Transaction. Our 2021 Plan provides that in the event of (i) a transfer of all or substantially all of our

assets, (ii) a merger, consolidation, or other capital reorganization or business combination transaction of us

with or into another corporation, entity, or person, or (iii) the consummation of a transaction, or series of

related transactions, in which any “person” becomes the “beneficial owner,” directly or indirectly, of more than

50% of our then outstanding capital stock (each, a “Corporate Transaction”), the administrator may, in its sole

and absolute discretion and without the need for the consent of any participant, take one or more of the

following actions contingent upon the occurrence of that Corporate Transaction with respect to outstanding

awards granted under our 2021 Plan which provide for: (A) the continuation of such awards by us (if we are the

surviving corporation); (B) the assumption of such awards by the surviving corporation or its parent; (C) the

substitution by the surviving corporation or its parent of new options or equity awards for such awards; (D) the

cancellation of such awards in exchange for a payment to the participants equal to the excess of (1) the fair

market value of the shares or units subject to such awards as of the closing date of such Corporate Transaction

over (2) the exercise price or purchase price paid or to be paid for the shares or units representing shares

subject to the awards, as applicable; or (E) the cancellation of any outstanding awards or an outstanding right

to purchase restricted stock, in either case, for no consideration.

Amendment or Termination. Our board of directors may amend or terminate our 2021 Plan at any time. If our

board of directors amends our 2021 Plan, we will ask our stockholders to approve the amendment if such

approval is necessary or desirable to comply with applicable law. No further awards will be made under our

2021 Plan after this offering.

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2026 Employee Stock Purchase Plan

General. Our ESPP was adopted by our board of directors on September 1, 2026, and approved by our

stockholders on October 22, 2026. Our ESPP will become effective as of the day immediately prior to the day

the registration statement of which this prospectus forms a part is effective.

Our ESPP includes two components: a 423 component and a non‑423 component. We intend the 423

component to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. The

non-423 component authorizes grants of purchase rights that do not comply with Section 423 of the Code.

Share Reserve. The maximum aggregate number of shares that may be issued under our ESPP is shares

of our Class A common stock.

In addition, the number of shares that may be issued under our ESPP will be increased on the first day of each

fiscal year beginning with our 2027 fiscal year and ending on (and including) the first day of our 2036 fiscal

year, in an amount equal to the lesser of: (i) 1% of the total number of shares of our common stock (including

only all classes of common stock issued by the company that carry economic rights) outstanding on the last day

of the calendar month prior to the date of such automatic increase (calculated on an as-converted basis); and

(ii) such number of shares determined by our board of directors.

Plan Administration. Our ESPP is administered by our board of directors or a committee designated by our

board of directors. Our board of directors has delegated its authority to administer our ESPP to our

compensation committee.

Eligibility. Generally, all regular employees, including executive officers, employed by us or by any of our

designated affiliates and specified service providers (including non-U.S. service providers) of the company or

our designated affiliates may participate in our ESPP.

Employees may have to satisfy one or more of the following service requirements before participating in the 423

components of our ESPP, as determined by the administrator, including: (1) continuous service with us or one

of our affiliates for at least two years (or such lesser period of time as may be determined by our board of

directors), (2) being customarily employed for more than 20 hours per week (or such lesser period of time as

may be determined by our board of directors), (3) being customarily employed for more than five months per

calendar year (or such lesser period of time as may be determined by our board of directors), (4) is not a highly

compensated employee within the meaning of Section 423(b)(4)(D) of the Code, or (5) such other criteria as our

board of directors may determine to be consistent with Section 423 of the Code. No employee may purchase

shares under the 423 component of our ESPP at a rate in excess of $25,000 worth of our Class A common stock

based on the fair market value per share of our Class A common stock at the beginning of an offering for each

year such a purchase right is outstanding. Finally, no employee will be eligible for the grant of any purchase

rights under the 423 component of our ESPP if immediately after such rights are granted, such employee has

voting power over 5% or more of our outstanding capital stock measured by vote or value under Section 424(d)

of the Code.

Offerings. Our ESPP is implemented through offerings pursuant to which participants are granted rights to

purchase shares of our Class A common stock on specified dates during such offerings. Under our ESPP, we

may specify offerings with durations of not more than 27 months and may specify shorter purchase periods

within each offering. Each offering will have one or more purchase dates on which shares of our Class A

common stock will be purchased by participants in the offering. An offering under our ESPP may be terminated

under certain circumstances. The administrator will have the discretion to structure an offering so that if the

fair market value of a share of our Class A common stock on the first trading day of a new purchase period

within that offering is less than or equal to the fair market value of a share of our Class A common stock on the

offering date for that offering, then that offering will terminate immediately as of that first trading day, and the

participants in such terminated offering will be automatically enrolled in a new offering beginning on the first

trading day of such new offering.

Payroll Deductions. Participants who are employees may generally make contributions through payroll

deductions (unless otherwise required by law or provided for in an offering). In the case of an offering under the

423 component, such percentage or maximum dollar amount of contributions may not exceed 15% of their

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earnings for the applicable offering. Contributions pursuant to the non-423 component will generally be made

on an after-tax basis in a manner determined by the administrator.

Shares of our Class A common stock will be purchased for the accounts of participants in our ESPP at a price

per share that is not less than the lesser of (1) 85% of the fair market value of a share of our Class A common

stock on the first date of an offering, or (2) 85% of the fair market value of a share of our Class A common stock

on the date of purchase.

Certain Adjustments.  In the event of any change that is made in, or other events that occur with respect to, our

Class A common stock subject to our ESPP or subject to any purchase right without the receipt of consideration

by the company through merger, consolidation, reorganization, recapitalization, reincorporation, stock

dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating

dividend, combination of shares, exchange of shares, change in corporate structure, or other similar equity

restructuring transaction, our board of directors will make appropriate and proportionate adjustments to: (1)

the class(es) and maximum number of shares reserved under our ESPP, (2) the class(es) and maximum number

of shares by which the share reserve may increase automatically each year, (3) the class(es) and number of

shares subject to, and purchase price applicable to, all outstanding offerings and purchase rights, and (4) the

class(es) and number of shares that are subject to purchase limits under ongoing offerings.

Dissolution or Liquidation. In the event of a dissolution or liquidation of the company, any offering then in

progress will be shortened by setting a new purchase date prior to the consummation of such proposed

dissolution or liquidation. The board of directors will notify each participant that the purchase date has been

changed and that the participant’s purchase right will be exercised automatically on the new purchase date

unless prior to such date the participant has withdrawn from the offering.

Corporate Transactions. Our ESPP provides that in the event of certain significant corporate transactions,

including: (1) a transfer of all or substantially all of our assets; (2) a merger, consolidation, or other capital,

reorganization or business combination transaction of the company with or into another corporation, entity, or

person; or (3) the consummation of a transaction, or series of related transactions, in which any person

becomes the beneficial owner, directly or indirectly, of more than 50% of our then outstanding capital stock, a

successor corporation may assume, continue, or substitute each outstanding purchase right. If the successor

corporation does not assume, continue, or substitute the purchase right, the participants’ accumulated

contributions will be used to purchase shares prior to the corporate transaction and the purchase rights will

terminate immediately after such purchase. The administrator will notify each participant that the purchase

date has been changed and that the participant’s purchase right will be exercised automatically on the new

purchase date unless prior to such date the participant has withdrawn from the offering.

Spin-Off. In the event of a spin-off or similar transaction, our board of directors may take actions deemed

necessary or appropriate in connection with any ongoing offering, subject to compliance with applicable laws.

In the absence of any such action, if an entity ceases to qualify as a related company under our ESPP, any

participant in an ongoing offering employed by, or providing services to, such entity will be treated in the same

manner as if the participant had terminated employment or service.

Amendment or Termination. Our board of directors has the authority to amend, suspend, or terminate our

ESPP at any time, except that, subject to certain exceptions described in our ESPP, no such action may

materially impair outstanding rights under our ESPP. We will obtain stockholder approval of any amendment

to our ESPP as required by applicable law or listing requirements.

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Certain Relationships and Related Person

Transactions

In addition to the compensation arrangements, including employment, termination of employment, and change

in control arrangements, discussed in the sections titled “Management” and “Executive Compensation,” the

following is a description of each transaction since January 1, 2023 and each currently proposed transaction in

which:

•we have been or are to be a participant;

•the amount involved exceeded or exceeds $120,000; and

•any of our directors, executive officers, or holders of more than 5% of any class of our outstanding

voting securities, or any immediate family member of, or person sharing the household with, any of

these individuals or entities, had or will have a direct or indirect material interest.

Equity Financings

Series H Redeemable Convertible Preferred Stock Financing

From May 2026 to June 2026, we sold an aggregate of 77,637,878 shares of our Series H-1 redeemable

convertible preferred stock at a purchase price of $589.0095 per share, for an aggregate purchase price of

$45,729,447,703. The following table summarizes purchases of our Series H-1 redeemable convertible preferred

stock by related persons:

Stockholder		Shares of Series H-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		747,016		$ 439,999,521
Bodhi LLC (2)		16,977		$ 9,999,614

______________

(1)Shares purchased by Spark Capital Growth Fund VI, L.P. and Spark Capital Growth Fund Holdings 2026, LLC. Yasmin Razavi,

a member of our board of directors, is a managing member of the General Partner of each of Spark Capital Growth Fund VI,

L.P. and Spark Capital Growth Fund Holdings 2026, LLC.

(2)Bodhi LLC is wholly owned by Vas Narasimhan, a member of our board of directors, and his wife.

Series G Redeemable Convertible Preferred Stock Financing

From January 2026 to February 2026, we sold an aggregate of 90,510,425 shares of our Series G-1 redeemable

convertible preferred stock at a purchase price of $259.1364 per share, for an aggregate purchase price of

$23,454,545,698. The following table summarizes purchases of our Series G-1 redeemable convertible preferred

stock by related persons:

Stockholder		Shares of Series G-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		96,474		$ 24,999,925

______________

(1)Shares purchased by Spark Capital Growth Founders’ Fund V, L.P. and Spark Capital Growth Fund V, L.P. (each, a “Spark V

entity,” and collectively, “Spark V entities”), which are affiliates of Spark Capital. Yasmin Razavi, a member of our board of

directors, is a managing member of the General Partner of each Spark V entity.

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Series F Redeemable Convertible Preferred Stock Financing

From August 2025 to September 2025, we sold an aggregate of 92,219,720 shares of our Series F-1 redeemable

convertible preferred stock at a purchase price of $140.9676 per share, for an aggregate purchase price of

$12,999,992,602. The following table summarizes purchases of our Series F-1 redeemable convertible preferred

stock by related persons:

Stockholder		Shares of Series F-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		439,817		$ 61,999,947

______________

(1)Shares purchased by the Spark V entities, which are affiliates of Spark Capital. Yasmin Razavi, a member of our board of

directors, is a managing member of the General Partner of each Spark V entity.

Series E Redeemable Convertible Preferred Stock Financing

From January 2025 to March 2025, we sold an aggregate of 63,610,106 shares of our Series E-1 redeemable

convertible preferred stock at a purchase price of $56.0865 per share, for an aggregate purchase price of

$3,567,668,210. The following table summarizes purchases of our Series E-1 redeemable convertible preferred

stock by related persons:

Stockholder		Shares of Series E-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		1,782,959		$ 99,999,930

______________

(1) Shares purchased by the Spark V entities, which are affiliates of Spark Capital. Yasmin Razavi, a member of our board of

directors, is a managing member of the General Partner of each Spark V entity.

Series D Redeemable Convertible Preferred Stock Financing

From January 2024 to May 2024, we sold an aggregate of 39,978,675 shares of our Series D-1 and D-3

redeemable convertible preferred stock at a purchase price of $30.0045 per share, for an aggregate purchase

price of $1,199,540,154. In January 2024, we issued 33,328 shares of our Series D-1 redeemable convertible

preferred stock upon conversion of a SAFE with a principal amount of $1,000,000 at a purchase price of

$30.0045 per share. The following table summarizes purchases of our Series D-1 redeemable convertible

preferred stock by related persons:

Stockholder		Shares of Series D-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		2,499,624		$ 74,999,968

______________

(1)Shares purchased by Spark Capital Growth Founders’ Fund IV, L.P. and Spark Capital Growth Fund IV, L.P. (each, a “Spark IV

entity,” and collectively, “Spark IV entities”), which are affiliates of Spark Capital. Yasmin Razavi, a member of our board of

directors, is a managing member of the General Partner of each Spark IV entity.

Series C Redeemable Convertible Preferred Stock Financing

From March 2023 to June 2023, we sold an aggregate of 39,669,823 shares of our Series C-1 and C-2

redeemable convertible preferred stock at a purchase price of $11.2261 per share, for an aggregate purchase

price of $445,337,400. In March 2023, we issued 89,078 shares of our Series C-1 redeemable convertible

preferred stock upon conversion of a SAFE with a principal amount of $1,000,000 at a purchase price of

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$11.2261 per share. The following table summarizes purchases of our Series C-1 redeemable convertible

preferred stock by related persons:

Stockholder		Shares of Series C-1 Redeemable Convertible Preferred Stock		Total Purchase Price
Spark Capital (1)		6,680,859		$ 74,999,991

______________

(1)Shares purchased by the Spark IV entities, which are affiliates of Spark Capital. Yasmin Razavi, a member of our board of

directors, is a managing member of the General Partner of each Spark IV entity.

Right of First Refusal

Pursuant to certain of our equity compensation plans and certain agreements with our stockholders, including

our amended and restated right of first refusal and co-sale agreement, dated as of May 28, 2026, we or our

assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other

parties. This right will terminate upon completion of this offering. Dario Amodei and Daniela Amodei, who are

both executive officers and members of our board of directors, and entities affiliated with Spark Capital, are

party to the right of first refusal and co-sale agreement. Yasmin Razavi, a member of our board of directors, is a

managing member of the General Partner of entities affiliated with Spark Capital.

Voting Agreement

We are party to an amended and restated voting agreement, dated as of May 28, 2026, under which certain

holders of our capital stock, including entities affiliated with Spark Capital, have agreed to vote their shares of

our capital stock on certain matters, including with respect to the election of directors. Upon completion of this

offering, the voting agreement will terminate and none of our Class A common stock or Class N common stock

stockholders will have any special rights under our amended and restated voting agreement regarding the

election or designation of members of our board of directors. Dario Amodei and Daniela Amodei, who are both

executive officers and members of our board of directors, are party to the voting agreement. Yasmin Razavi, a

member of our board of directors, is a managing member of the General Partner of entities affiliated with Spark

Capital.

Tender Offers

In April 2026, we facilitated a tender offer whereby a syndicate of stockholders commenced a tender offer to

purchase shares of our Class A common stock from certain of our securityholders for $25.9136 per share in

cash. Dario Amodei and Daniela Amodei, who are both executive officers and members of our board of

directors, Krishna Rao, one of our executive officers, and Holden Karnofsky, the spouse of Daniela Amodei, sold

shares of our Class A common stock in the tender offer. An aggregate of 179,883,540 shares of our Class A

common stock were tendered in total pursuant to the tender offer for an aggregate purchase price of

$4,661,437,298.

In June 2025, we commenced a tender offer to purchase shares of our Class A common stock from certain of

our securityholders for $5.61 per share in cash. Dario Amodei and Daniela Amodei, who are both executive

officers and members of our board of directors, sold shares of our Class A common stock in the tender offer. An

aggregate of 27,942,000 shares of our Class A common stock were tendered in total pursuant to the tender offer

for an aggregate purchase price of $156,716,898.

Irrevocable Proxy Agreements

We are party to certain irrevocable proxy agreements with Daffy Charitable Fund and Dechomai Asset Trust

(such entities, “DAFs”), dated as of October 6, 2025 and December 20, 2024, respectively (together, “Voting

Proxy Agreements”). Each of the DAFs has entered into a master donation agreement with us pursuant to which

the DAFs may from time to time receive donations of shares directly from us or from one or more of our

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stockholders. Neither of the DAFs holds 5% or more of the outstanding shares of any class of our voting

securities.

Dario Amodei, our Chief Executive Officer and a member of our board of directors, is party to the Voting Proxy

Agreements as the proxyholder thereunder, pursuant to which he has the right to vote shares of our voting

securities currently owned or subsequently acquired by the DAFs (any such votable securities, “Voting Shares”)

in his sole and absolute discretion; provided, however, that any shares of our voting securities held by the DAFs

as a result of a stock transfer or donation by our Chief Executive Officer or any of such officer’s family members

or affiliates will not be considered Voting Shares for purposes of the Voting Proxy Agreements. Our board of

directors may, from time to time, designate certain other individuals as the proxyholder subject to the terms set

forth in the Voting Proxy Agreements.

Employment Arrangements with Immediate Family Members of Our

Executive Officers

Holden Karnofsky, the spouse of Daniela Amodei, our executive officer and Chairperson of our board of

directors, has been employed by us since January 2025. During 2025 and 2026 to date, Mr. Karnofsky received

total cash compensation, including base salary, bonus, and other compensation, of $430,213 and $ ,

respectively. During this time, Mr. Karnofsky received options to purchase 179,500 shares of our Class A

common stock and RSUs covering 761,700 shares of our Class A common stock. Mr. Karnofsky’s total

compensation and benefits were in line with employees of comparable experience that held similar roles.

Stockholders’ Agreement

Immediately prior to the completion of this offering, we will enter into the Stockholders’ Agreement with the

LTBT and the Founder LLC. The Stockholders’ Agreement contains provisions relating to the composition of

our board of directors, which are discussed under the sections titled “Management—Board of Directors,”

“Management—Committees of the Board of Directors—Nominating and Corporate Governance Committee” and

“Our Governance Structure and Its Goals—Long-Term Benefit Trust—Election and Removal of Directors.”

Voting Agreement

Under the Stockholders’ Agreement, the Founder LLC and the LTBT will agree to vote their shares and take

other actions to give effect to the board composition, and director nomination and removal, provisions

described under the sections titled “Management—Board of Directors,” “Management—Committees of the

Board of Directors—Nominating and Corporate Governance Committee,” and “Our Governance Structure and

Its Goals—Long-Term Benefit Trust—Election and Removal of Directors.”

Notice Rights

Under the Stockholders’ Agreement, for so long as our Class T common stock remains outstanding, we have

agreed not to take specified actions, including a liquidation event, a transfer of control of an AI model exceeding

capabilities thresholds established by our board of directors, a sale of 50% or more of our outstanding voting

power or economic interests represented by our capital stock, or the commencement of a bankruptcy,

insolvency, or similar proceeding with respect to the company, without providing advance written notice to the

LTBT, which notice period may be waived.

Expense Reimbursement and Indemnification

We have agreed to reimburse or advance to the Founder LLC and the LTBT their reasonable and documented

out-of-pocket expenses, including legal fees, incurred in connection with specified matters relating to, among

other things, their ownership of our capital stock and the exercise of their rights and obligations under our

governance documents. We have also agreed to enter into indemnification agreements with the Founder LLC

and the LTBT providing for indemnification, to the fullest extent permitted by law, of those entities and their

related persons in connection with those same matters, without limitation of other indemnification agreements

to which we may be a party.

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Reimbursement of Legal Fees

In connection with the structuring and negotiation of our governance structure prior to this offering, we have

paid or reimbursed, or will pay or reimburse, legal fees incurred by the Founder LLC, which we expect to be

approximately $ .

Transactions with the LTBT

We provide funding to the LTBT, which holds all of our Class T common stock, to support its operations and the

compensation of its Trustees. In the years ended December 31, 2023, 2024, and 2025, we paid $2,716,750, $0,

and $906,089 to the LTBT, respectively. During the nine months ended September 30, 2026, we paid

$8,425,213 to the LTBT. The LTBT is accounted for as a consolidated VIE on our balance sheet (see Note 1 to

our consolidated financial statements included elsewhere in this prospectus).

Other Transactions

We have granted stock options and RSUs to our executive officers and certain of our directors. See the section

titled “Executive Compensation—Outstanding Equity Awards at 2025 Year-End” for a description of these stock

options and RSUs.

Other than as described above under this section titled “Certain Relationships and Related Person

Transactions,” since January 1, 2023, we have not entered into any transactions, nor are there any currently

proposed transactions, between us and a related person where the amount involved exceeds, or would exceed,

$120,000, and in which any related person had or will have a direct or indirect material interest. We believe the

terms of the transactions described above were comparable to terms we could have obtained in arm’s-length

dealings with unrelated third parties.

Limitation of Liability and Indemnification of Officers and Directors

We expect to adopt an amended and restated certificate of incorporation, which will become effective

immediately prior to the completion of this offering, and which will contain provisions that limit the liability of

our directors and certain officers for monetary damages to the fullest extent permitted by the DGCL.

Consequently, our directors and certain officers will not be personally liable to us or our stockholders for

monetary damages for any breach of fiduciary duties as directors and officers, except liability for the following:

•any breach of the director’s or officer’s duty of loyalty to our company or our stockholders;

•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of

law;

•for our directors, unlawful payments of dividends or unlawful stock repurchases or redemptions as

provided in Section 174 of the DGCL;

•any transaction from which they derived an improper personal benefit; or

•for our officers, any action by or in the right of the corporation.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in

respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is

amended to provide for further limitations on the personal liability of directors and officers of corporations,

then the personal liability of our directors and officers will be further limited to the greatest extent permitted by

the DGCL.

In addition, we expect to adopt amended and restated bylaws, which will become effective immediately prior to

the completion of this offering, and which will provide that we will indemnify, to the fullest extent permitted by

law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by

reason of the fact that they are or were one of our directors or officers or are or were serving at our request as a

director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended

and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any

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person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of

the fact that they are or were one of our employees or agents or are or were serving at our request as an

employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended

and restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or

officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and

executive officers that may be broader than the specific indemnification provisions contained in the DGCL.

These indemnification agreements require us, among other things, to indemnify our directors and executive

officers against liabilities that may arise by reason of their status or service. These indemnification agreements

also require us to advance all expenses incurred by the directors and executive officers in investigating or

defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and

retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our amended and

restated certificate of incorporation, amended and restated bylaws, and indemnification agreements that we

have entered into or will enter into with our directors and executive officers may discourage stockholders from

bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also

reduce the likelihood of derivative litigation against our directors and executive officers, even though an action,

if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely

affected to the extent that we pay the costs of settlement and damage awards against directors and executive

officers as required by these indemnification provisions. We cannot predict whether, when, or the amount of

any future claims for indemnification in connection with any settlement or judgment. Under Delaware law and

our amended and restated certificate of incorporation, in the absence of a conflict of interest, no failure to

satisfy the balancing obligations associated with our status as a PBC shall, for purposes of the exculpation,

advancement, and indemnification rights of our directors and officers, constitute an act or omission not in good

faith, or a breach of the duty of loyalty.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided

to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary

duty or other wrongful acts as a director or executive officer, including claims relating to public company

securities matters, and to us with respect to payments that may be made by us to these directors and executive

officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or

indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement will provide for indemnification by the underwriters of us and our officers and

directors for certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers,

or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the

opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is

therefore unenforceable.

Policies and Procedures for Related Person Transactions

Following the completion of this offering, our audit committee will have the primary responsibility for

reviewing and approving or disapproving “related person transactions,” which are transactions between us and

related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in

which a related person has or will have a direct or indirect material interest. Upon completion of this offering,

our policy regarding transactions between us and related persons will provide that a related person is defined as

a director, executive officer, nominee for director, or greater than 5% beneficial owner of any class of our

outstanding voting securities, in each case since the beginning of the most recently completed year, and any of

their immediate family members. Our audit committee charter that will be in effect upon completion of this

offering will provide that our audit committee shall review and approve or disapprove any related person

transactions.

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Principal and Selling Stockholders

The following table sets forth certain information with respect to the beneficial ownership of our capital stock as

of September 30, 2026 and as adjusted to reflect the sale of our Class A common stock offered by us and the

selling stockholders in this offering assuming no exercise of the underwriters’ option to purchase additional

shares of our Class A common stock, for:

•each of our NEOs;

•each of our directors;

•all of our current directors and executive officers as a group;

•each person, or group of persons, known by us to be the beneficial owner of more than 5% of the

outstanding shares of any class of our voting securities; and

•each selling stockholder.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or

shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our

knowledge, the persons and entities named in the table have sole voting and sole investment power with respect

to all shares that they beneficially owned, subject to community property laws where applicable. The

information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of

Sections 13(d) and 13(g) of the Exchange Act.

We have based our calculation of the percentage of beneficial ownership prior to this offering on shares of

our Class A common stock, shares of our Class N common stock, and one share of our Class T common

stock outstanding as of September 30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible

Notes Conversion, and the RSU Settlement).

We have based our calculation of the percentage of beneficial ownership after this offering on shares of

our Class A common stock issued by us in such offering and one share of our Class F common stock issued to

the Founder LLC in connection with this offering, and shares of our Class A common stock, shares

of our Class N common stock, and one share of our Class T common stock, outstanding immediately after the

completion of this offering, assuming no exercise of the underwriters’ option to purchase up to an additional

shares of our Class A common stock from us. We have deemed shares of our Class A common stock

subject to stock options that are currently exercisable or exercisable within 60 days of September 30, 2026 or

issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within

60 days of September 30, 2026 (assuming the satisfaction of the performance-based and service-based vesting

conditions) to be outstanding and to be beneficially owned by the person holding such stock option or RSU, as

applicable, for the purpose of computing the percentage ownership of that person. We did not deem these

shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Anthropic, PBC, 548 Market Street, PMB 90375, San

Francisco, California 94104.

		Shares Beneficially Owned Before the Offering																Shares Beneficially Owned After the Offering
		Class A				Class F				Class T				% of Total Voting Power Before the Offeri ng†		Shares of Class A Being Offered		Class A				Class F				Class T				% of Total Voting Power After the Offering †
Name of Beneficial Owner		#		%		#		%		#		%						#		%		#		%		#		%
Named Executive Officers and Directors:
Dario Amodei(1) ††		240,637,980				—				—
Shares subject to voting proxies(2)		4,621,120				—				—
Total		245,259,100				—				—						—
Daniela Amodei(3) ††		241,408,940				—				—
Krishna Rao(4)		9,497,900				—				—						—
Reed Hastings(5)		9,410				—				—						—
Christopher Liddell(6)		9,410				—				—						—
Vas Narasimhan(7)		176,050				—				—						—
Yasmin Razavi(8)		—				—				—						—
All executive officers and directors as a group (7 persons)(9)		496,360,810				—				—						—
Greater than 5% Stockholders:
Long-Term Benefit Trust(10)		—		—		—		—		1		100 %		—		—		—		—		—		—		1		100 %		—
Founder LLC(11)††		—		—		—		—		—		—		—		—		—		—		1		100 %		—		—		50.1 %
Other Selling Stockholders:
Tom Brown(12)††		244,173,040				—				—
Jack Clark(13)††		242,271,840				—				—
Jared Kaplan(14)††		242,351,170				—				—
Sam McCandlish(15)††		231,809,780				—				—
Christopher Olah(16)††		242,882,420				—				—

______________

*Represents beneficial ownership of less than 1%.

†Represents the percentage of the total votes attributable to all outstanding shares of our Class A common stock and Class F common stock. Does not include (i) our Class T

common stock, which is held by the LTBT, and which generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the

authorized members of our board of directors, and is generally not entitled to vote with respect to matters submitted to a vote of stockholders, (ii) our Class N common stock,

which is not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law, or (iii) our Class E common stock, which is not entitled

to vote for the election of directors.

Holders of our Class A common stock are entitled to one vote per share on all matters submitted to stockholders generally. Our Class F common stock is entitled to a fixed 50.1% of

the voting power of our outstanding capital stock as of the applicable record date on matters submitted to stockholders generally. As a result, the voting power of the holders of

Class A common stock is limited to an aggregate of 49.9% of the total outstanding voting power as of the applicable record date. Accordingly, the voting power of each holder of

Class A common stock has been reduced to 49.9% of the percentage shown before the offering (taking into account the reduction of voting power due to shares sold in the

offering).

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†† We expect that our seven co-founders, including Dr. Amodei and Ms. Amodei, will enter into the Founder LLC Agreement shortly before the effectiveness of the registration

statement of which this prospectus forms a part. The Founder LLC Agreement will provide that the share of Class F common stock will be voted, consented or not consented, in the

manner determined by a vote of the Continuing Founders as prescribed by the Founder LLC Agreement, with each Continuing Founder entitled to one vote. With respect to each

of our co-founders, the voting power percentage provided does not include the voting power of our Class F common stock held by the Founder LLC. The Founder LLC Agreement

will not govern the voting of any shares of our Class A common stock held by the co-founders or their related holders. Each co-founder (or their related holders) will be able to vote

shares of our Class A common stock held by them in their discretion, regardless of the manner in which the Founder LLC will vote our Class F common stock. For more

information, please see the sections titled “Our Governance Structure and Its Goals—Founder Voting Structure,” “—Our Co-Founders,” and “Description of Capital Stock—

Common Stock—Voting Rights.”

(1)Consists of (i) 237,813,080 shares of Class A common stock held of record by Dr. Amodei or by trusts over which Dr. Amodei exercises investment or voting control, (ii) 2,185,400

shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable upon

settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026. Dr. Amodei is also a member of the Founder LLC. For

more information, see the sections titled “Our Governance Structure and Its Goals—Founder Voting Structure” and “—Our Co-Founders.”

(2)Dr. Amodei has entered into the Voting Proxy Agreements with the DAFs (as further described elsewhere in this prospectus), pursuant to which Dr. Amodei has the authority (and

irrevocable proxy) to direct the vote and vote certain shares of Class A common stock held by the DAFs, at his discretion on all matters to be voted upon by stockholders.

(3)Consists of (i) 238,319,540 shares of Class A common stock held of record by Ms. Amodei or by trusts over which Ms. Amodei exercises investment or voting control, (ii) 2,185,400

shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, (iii) 130,550 shares of Class A common stock subject to stock options

exercisable within 60 days of September 30, 2026 held by Ms. Amodei’s spouse, (iv) 639,500 shares of Class A common stock issuable upon settlement of RSUs for which the

service-based vesting condition will be satisfied within 60 days of September 30, 2026, and (v) 133,950 shares of Class A common stock issuable upon settlement of RSUs for

which the service-based vesting condition will be satisfied within 60 days of September 30, 2026 held by Ms. Amodei’s spouse. Ms. Amodei is also a member of the Founder LLC.

For more information, see the sections titled “Our Governance Structure and Its Goals—Founder Voting Structure” and “—Our Co-Founders.”

(4)Consists of (i) 153,960 shares of Class A common stock held of record by Mr. Rao, (ii) 7,843,940 shares of Class A common stock subject to stock options exercisable within 60

days of September 30, 2026, and (iii) 1,500,000 shares of Class A common stock subject to stock options exercisable by a trust over which Mr. Rao exercises investment or voting

control within 60 days of September 30, 2026.

(5)Consists of 9,410 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30,

2026.

(6)Consists of 9,410 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30,

2026.

(7)Consists of (i) 169,770 shares of Class A common stock held of record by Bodhi LLC over which Dr. Narasimhan exercises sole investment and voting control and (ii) 6,280 shares

of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026.

(8)Excludes shares of Class A common stock held by any affiliates of Spark Capital (each, a “Spark Capital Entity”). Spark Capital Growth Fund IV, L.P. and Spark Capital Growth

Founders’ Fund IV, L.P. are controlled by their general partner, Spark Growth Management Partners IV, LLC, which is governed by five managing members including Yasmin

Razavi, who is one of our directors. Spark Capital Growth Fund V, L.P. and Spark Capital Growth Founders’ Fund V, L.P. are controlled by their general partner, Spark Growth

Management Partners V, LLC, which is governed by its five managing members, including Ms. Razavi, who is one of our directors. Spark Capital Growth Fund VI, L.P. is

controlled by its general partner, Spark Growth Management Partners VI, LLC, which is governed by its six managing members, including Ms. Razavi, who is one of our directors.

The members of Spark Capital Growth Fund Holdings 2026, LLC are Spark Capital Growth Fund IV, L.P., Spark Capital Growth Founders’ Fund IV, L.P., Spark Capital Growth

Fund V, L.P., Spark Capital Growth Founders’ Fund V, L.P. and Spark Capital Growth Fund VI, L.P. The managing members of each general partner make investment and voting

decisions based on a majority vote. To the extent Ms. Razavi may be deemed to have beneficial ownership over the shares beneficially owned by any Spark Capital Entity, she

expressly disclaims such beneficial ownership. The business address of each of the foregoing persons is 200 Clarendon Street, Floor 59, Boston, Massachusetts 02116.

(9)Consists of (i) 481,077,470 shares of Class A common stock beneficially owned by our executive officers and directors, (ii) 13,845,290 shares of Class A common stock subject to

stock options exercisable within 60 days of September 30, 2026, and (iii) 1,438,050 shares of Class A common stock issuable upon settlement of RSUs for which the service-based

vesting condition will be satisfied within 60 days of September 30, 2026.

(10)Consists of one share of Class T common stock held of record by the LTBT.

(11)Consists of one share of Class F common stock held of record by the Founder LLC.

(12)Consists of (i) 241,348,140 shares of Class A common stock held of record by Mr. Brown or by trusts over which Mr. Brown exercises investment or voting control, (ii) 2,185,400

shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable upon

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settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026. Mr. Brown co-founded Anthropic in January 2021 and

serves as our Chief Compute Officer. Mr. Brown is also a member of the Founder LLC. For more information, see the sections titled “Our Governance Structure and Its Goals—

Founder Voting Structure” and “—Our Co-Founders.”

(13)Consists of (i) 239,446,940 shares of Class A common stock held of record by Mr. Clark or by trusts over which Mr. Clark exercises shared investment or voting control, (ii)

2,185,400 shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable

upon settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026. Mr. Clark co-founded Anthropic in January 2021

and leads the Anthropic Institute. Mr. Clark is also a member of the Founder LLC and is expected to serve as one of the initial managers of the Anthropic Public Benefit Fund. For

more information, see the sections titled “Our Governance Structure and Its Goals—Founder Voting Structure,” “—Our Co-Founders,” and “Business—Our Commitment to Public

Benefit.”

(14)Consists of (i) 239,526,270 shares of Class A common stock held of record by Dr. Kaplan or by trusts over which Dr. Kaplan exercises shared investment or voting control, (ii)

2,185,400 shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable

upon settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026. Dr. Kaplan co-founded Anthropic in January 2021

and serves as our Chief Science Officer. Dr. Kaplan is also a member of the Founder LLC. For more information, see the sections titled “Our Governance Structure and Its Goals—

Founder Voting Structure” and “—Our Co-Founders.”

(15)Consists of (i) 228,984,880 shares of Class A common stock held of record by trusts over which Dr. McCandlish exercises shared investment or voting control, (ii) 2,185,400

shares of Class A common stock subject to stock options exercisable within 60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable upon

settlement of RSUs for which the service-based vesting condition will be satisfied within 60 days of September 30, 2026. Dr. McCandlish co-founded Anthropic in January 2021

and serves as our Chief Architect. Dr. McCandlish is also a member of the Founder LLC. For more information, see the sections titled “Our Governance Structure and Its Goals—

Founder Voting Structure” and “—Our Co-Founders.”

(16)Consists of (i) 240,057,520 shares of Class A common stock held of record by Mr. Olah, (ii) 2,185,400 shares of Class A common stock subject to stock options exercisable within

60 days of September 30, 2026, and (iii) 639,500 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition will be satisfied

within 60 days of September 30, 2026. Mr. Olah co-founded Anthropic in January 2021 and leads our interpretability research efforts. Mr. Olah is also a member of the Founder

LLC. For more information, see the sections titled “Our Governance Structure and Its Goals—Founder Voting Structure” and “—Our Co-Founders.”

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Description of Capital Stock

General

The following description summarizes certain important terms of our capital stock, as they are expected to be in

effect immediately prior to the completion of this offering. We expect to adopt an amended and restated

certificate of incorporation and amended and restated bylaws that will become effective immediately prior to

the completion of this offering, and this description summarizes the provisions that are expected to be included

in such documents. Because it is only a summary, it does not contain all the information that may be important

to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,”

you should refer to our amended and restated certificate of incorporation, amended and restated bylaws, the

Trust Agreement, the Founder LLC Agreement, the IRA, and the Stockholders’ Agreement, which are included

as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions

of Delaware law. Immediately following the completion of this offering, our authorized capital stock will consist

of 460,000,000,002 shares of capital stock, $0.00001 par value per share, of which:

•300,000,000,000 shares are designated as Class A common stock (the “Class A common stock”);

•100,000,000,000 shares are designated as Class N common stock (the “Class N common stock”);

•one share is designated as Class T common stock (the “Class T common stock”);

•one share is designated as Class F common stock (the “Class F common stock”);

•30,000,000,000 shares are designated as Class E common stock (the “Class E common stock”); and

•30,000,000,000 shares are designated as preferred stock.

As of September 30, 2026, assuming the Preferred Stock Conversion, Convertible Notes Conversion, Class F

Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement occurred as of such date, there were

shares of our Class A common stock outstanding, held by stockholders of record, shares of our Class

N common stock outstanding, held by stockholders of record, one share of our Class T common stock

outstanding, held by one stockholder of record, one share of our Class F common stock outstanding, held by

one stockholder of record, and no shares of our Class E common stock or preferred stock outstanding.

As more fully described below, the following table summarizes certain key terms of each class or series of our

common stock that will be authorized following the completion of this offering:

Category of Rights		Class A Common Stock		Class N Common Stock		Class T Common Stock		Class F Common Stock		Class E Common Stock
Votes per share		1		0		1		50.1% of outstanding voting power on record date		1
Matters on which entitled to vote		All matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock		Not entitled to vote except as required by law, in which case our Class N common stock will have one vote per share		Election of Class T directors, which constitute a majority of our board of directors; redemption of our Class E common stock; certain amendments to the rights of our Class F common stock		All matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock; redemption of our Class E common stock		Nomination, change in designation, or removal of the Specified Class T Director (only if the NGC does not concur in the LTBT’s nomination, change in designation, or removal); certain amendments to the terms of the LTBT or the rights of our Class T common stock; redemption of our Class T common stock
Conversion rights		None		Converts into Class A common stock upon a sale or transfer to an unaffiliated third party		None		None		None

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Category of Rights		Class A Common Stock		Class N Common Stock		Class T Common Stock		Class F Common Stock		Class E Common Stock
Transferability		Generally transferable		Generally transferable; converts into Class A common stock upon transfer as described above		Transferable only upon approval of persons comprising the Trust Amendment Threshold		Not transferable except in the case of a reorganization or redomiciliation of the Founder LLC that is approved by our board of directors and does not result in a change to the members of the Founder LLC		Not transferable
Dividend rights		Entitled to participate pro rata in dividends and distributions		Entitled to participate pro rata in dividends and distributions		None		None		None
Right to receive liquidation distributions		Entitled to participate pro rata in liquidation distributions		Entitled to participate pro rata in liquidation distributions		Entitled to par value per share		Entitled to par value per share		Entitled to par value per share
Redeemable by company		No		No		Redeemable by us for no consideration upon occurrence of certain events		Redeemable by us for no consideration upon occurrence of certain events		Redeemable by us for no consideration upon occurrence of certain events

Common Stock

We have four classes of authorized common stock:

•the class designated as Participating Common Stock, which is divided into two series: Class A common

stock and Class N common stock;

•Class T common stock, which is a special class of common stock that is issued to the LTBT;

•Class F common stock, which is a special class of common stock that will be issued to the Founder LLC;

and

•Class E common stock, which is a special class of common stock that will be issued to our employees,

excluding our co-founders.

Voting Rights

•Class A common stock. Holders of our Class A common stock are entitled to one vote for each share

held on all matters submitted to a vote of stockholders generally, including the election of the directors

other than the Class T directors.

•Class N common stock. Holders of our Class N common stock are not entitled to vote on any matter

that is submitted to a vote of stockholders, except as otherwise required by law, such as certain

amendments to our amended and restated certificate of incorporation that would adversely affect the

powers, preferences, or special rights of our Class N common stock without so adversely affecting our

Class A common stock, on which the DGCL entitles such holders to vote separately as a series.

•Class T common stock. The holder of our Class T common stock has no voting rights with respect to

matters submitted to stockholders, except as set forth within our amended and restated certificate of

incorporation with respect to the election of a majority of our board of directors, the redemption of our

Class E common stock, certain amendments to the rights of our Class F common stock, or as otherwise

required by law, such as certain amendments to our amended and restated certificate of incorporation

that would adversely affect the powers, preferences, or special rights of our Class T common stock, on

which the DGCL entitles such holders to vote separately as a class.

•Class F common stock. The holder of our Class F common stock will be entitled to an aggregate

number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock

as of the applicable record date on matters submitted to a vote of stockholders generally, including the

election of the directors other than the Class T directors. Our Class F common stock will be voted in the

manner provided by the Founder LLC Agreement. See the section titled “—Class F Common Stock

Voting Mechanics.”

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•Class E common stock. The holders of our Class E common stock have no voting rights with respect to

matters submitted to stockholders, except as set forth within our amended and restated certificate of

incorporation with respect to the proposed nomination, removal, or change in designation of the

Specified Class T Director (in circumstances where our NGC does not concur with the LTBT’s proposed

action), certain changes to the terms of the LTBT, the rights of our Class T common stock, the

redemption of our Class T common stock, or as otherwise required by law, such as certain amendments

to our amended and restated certificate of incorporation that would adversely affect the powers,

preferences, or special rights of our Class E common stock, on which the DGCL entitles such holders to

vote separately as a class.

Conversion and Transferability

•Class A common stock. Our Class A common stock will not be convertible into any other class or series

of capital stock. Subject to compliance with applicable law and the restrictions described in the section

titled “Shares Eligible for Future Sale—Lock-Up and Market Standoff Agreements,” our Class A

common stock can be transferred.

•Class N common stock. The holders of our Class N common stock are primarily strategic business

partners. Subject to compliance with applicable law and the restrictions described in the section titled

“Shares Eligible for Future Sale—Lock-Up and Market Standoff Agreements,” our Class N common

stock can be transferred. The shares of Class N common stock will automatically convert into an equal

number of shares of Class A common stock upon a transfer effected through: (i) a registered offering or

an open market sale of such shares or (ii) a transfer to a third party (A) that is not a holder of Class N

common stock (or an affiliate of a holder of Class N common stock) and (B) that will not beneficially

own or control more than 9.99% of the shares of any class or series of our equity securities after giving

effect to the transfer.

•Class T common stock. Our Class T common stock will not be convertible into any other class or series

of capital stock. Our Class T common stock is transferable only upon the approval of persons

comprising the Trust Amendment Threshold. Because the persons comprising the Trust Amendment

Threshold have the power to modify or terminate the LTBT and the rights of our Class T common stock

entirely, there is no separate restriction on the identity of a permissible transferee of our Class T

common stock.

•Class F common stock. Our Class F common stock will not be convertible into any other class or series

of capital stock. Our Class F common stock is not transferable except in the case of a reorganization or

redomiciliation of the Founder LLC that is approved by our board of directors and does not result in a

change to the members of the Founder LLC.

•Class E common stock. Our Class E common stock will not be convertible into any other class or series

of capital stock and is not transferable.

Redemption

•Class A common stock. Our Class A common stock will not be redeemable at our option or at the

option of the holder.

•Class N common stock. Our Class N common stock will not be redeemable at our option or at the

option of the holder.

•Class T common stock. Our Class T common stock will be redeemable for no consideration:

◦if the Trustees are voting in favor of such redemption, upon approval of 80% of the authorized

members of our board of directors and 80% of the Trustees then in office (in each case, rounded

up or down to the nearest whole number (any exact 0.5 rounding up));

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◦if our Class F common stock remains outstanding and the Trustees are not voting in favor of such

redemption:

•until the third anniversary of the completion of this offering, upon approval by (i) our Class F

common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a

majority of the votes cast by our Class E common stock (subject to a quorum of 40% of the

outstanding Class E common stock), and (iii) a majority of the votes cast by our outstanding

Class A common stock (subject to a quorum of a majority of outstanding Class A common

stock); or

•at any time, upon approval by (i) our Class F common stock acting by decision of 66 2/3% of

the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast

by our Class E common stock (subject to a quorum of a majority of outstanding Class E

common stock), and (iii) a majority of the votes cast by our Class A common stock (subject to a

quorum of a majority of outstanding Class A common stock); or

◦if no Class F common stock remains outstanding and the Trustees are not voting in favor of such

redemption, upon approval of 85% of the outstanding shares of Class A common stock.

•Class F common stock. Our Class F common stock will be redeemable for no consideration (i) at the

option of the Founder LLC, acting upon Supermajority approval of the Continuing Founders, (ii) upon

the dissolution of the Founder LLC, or (iii) upon completion of the Class F Transition Period, which

will commence when there have been fewer than three Continuing Founders (not including any

successor member who is a “Non-Qualifying Member” as defined in the Founder LLC Agreement) for

90 consecutive calendar days.

•Class E common stock. Our Class E common stock will not be redeemable at the option of the holder.

Following an employee’s separation from employment with us other than for cause, one-half of such

employee’s then-outstanding shares of Class E common stock will be automatically redeemed by us for

no consideration annually, except that all shares of Class E common stock held by an employee will

also be automatically redeemed by us for no consideration upon such employee’s death, incapacity,

termination for cause, or commencement of service with a direct competitor. All shares of Class E

common stock will also be automatically redeemed by us for no consideration (i) at such time as no

Class F common stock remains outstanding, or (ii) upon the approval of (A) 80% of authorized

members of our board of directors (rounded up or down to the nearest whole number (any exact 0.5

rounding up)), (B) the holder of our Class F common stock, and (C) the holder of our Class T common

stock.

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of

our Class A common stock and Class N common stock are entitled to receive dividends out of funds legally

available if our board of directors, in its discretion, determines to issue dividends and then only at the times and

in the amounts that our board of directors may determine. Our Class T common stock, Class F common stock,

and Class E common stock are not entitled to receive dividends. See the section titled “Dividend Policy” for

more information.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund

provisions (other than those providing for the redemption of our Class T common stock, Class F common stock,

and Class E common stock for no consideration described above).

Right to Receive Liquidation Distributions

If we become subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to

our stockholders would be distributable ratably among the holders of our Class A common stock and Class N

common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all

outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any,

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on any outstanding shares of our capital stock. In the event of our liquidation, dissolution, or winding-up,

holders of our Class T common stock, Class F common stock, and Class E common stock shall be entitled to

receive par value ($0.00001) per share but shall not otherwise participate in such distributions.

Fully Paid and Non-Assessable

In connection with this offering, our legal counsel will opine that the shares of our Class A common stock to be

issued in this offering will be fully paid and non-assessable.

Sunset Provisions

	Class T Sunset Time	Class F Sunset Time
Trigger	The Class T Sunset Time occurs when no Class T common stock remains outstanding, including due to the redemption of our Class T common stock or an amendment to the rights of our Class T common stock that eliminates our Class T common stock, which in each case requires the approval of persons comprising the Trust Amendment Threshold. The Trust Amendment Threshold may be satisfied as follows: •if the Trustees are voting in favor of the action, upon approval of 80% of the authorized members of our board of directors and 80% of the Trustees then in office (in each case, rounded up or down to the nearest whole number (any exact 0.5 rounding up)); •if our Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments: ◦until the third anniversary of the completion of this offering, upon approval by (i) our Class F common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a majority of the votes cast by our Class E common stock (subject to a quorum of 40% of the outstanding Class E common stock), and (iii) a majority of the votes cast by outstanding Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or ◦at any time, upon approval by (i) our Class F common stock acting by decision of 66 2/3% of the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by our Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), and (iii) a majority of the votes cast by our Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or	The Class F Sunset Time occurs on the earlier of (i) the time when no Class F common stock remains outstanding, including due to the redemption of our Class F common stock agreed to by a Supermajority of the Continuing Founders or upon the dissolution of the Founder LLC, and (ii) the completion of the Class F Transition Period. The Class F Transition Period commences when there have been fewer than three Continuing Founders (not including any successor member who is a “Non-Qualifying Member” as defined in the Founder LLC Agreement) for 90 consecutive calendar days. A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing Founder’s resignation as a member of the Founder LLC; (ii) such Continuing Founder’s death or incapacity; (iii) with respect to each of our seven original co-founders, such original co-founder’s ceasing to hold (together with such original co-founder’s related holders) on any record date for a vote of our stockholders a number of shares of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as of the completion of this offering; (iv) such Continuing Founder’s removal for “cause,” which includes specified competitive activities described in the Founder LLC Agreement; (v) with respect to any successor member admitted to the Founder LLC prior to the commencement of the Class F Transition Period, other than a successor member who is a member during the Class F Transition Period, the tenth anniversary of the completion of this offering; or (vi) with respect to each of our seven original co- founders, the commencement of a leave of absence approved by a Supermajority of the other Continuing Founders, which may not be approved during the Class F Transition Period or if the grant of the leave of absence would itself cause the Class F Transition Period to commence.

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	Class T Sunset Time	Class F Sunset Time
	•if no Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments, upon approval of 85% of the outstanding shares of Class A common stock. The Class T Sunset Time does not occur automatically upon the lapse of time or the occurrence of specific events. Any action resulting in the occurrence of the Class T Sunset Time requires approval of persons comprising the Trust Amendment Threshold. The Class T Sunset Time, once triggered, is not subject to extension, delay or waiver.	Removals due to resignation, death, or the occurrence of the tenth anniversary of the completion of this offering occur automatically without any determination by any other person. Removals due to incapacity require determination by a qualified physician jointly selected by the affected Continuing Founder and a majority of the other Continuing Founders (in the case of physical or mental impairment) or determination by a Supermajority of the other Continuing Founders (in the case of wrongful imprisonment, unlawful detention, or captivity or restraint), subject to the affected Continuing Founder’s right to contest such determination. Removals due to cause require an affirmative determination by a Supermajority of the other Continuing Founders, subject to the affected Continuing Founder’s right to contest such determination or, in the case of specified categories of cause, to cure the basis for such removal. Removals due to incapacity, cause or the failure to maintain the minimum ownership threshold require prior written notice from the Founder LLC by action of a majority of the other Continuing Founders. If a Continuing Founder is removed due to death or incapacity during the first ten years following the completion of this offering, a successor member may be admitted to the Founder LLC and will count toward the three Continuing Founders required to avoid triggering the Class F Transition Period until the tenth anniversary of the completion of this offering. The Class F Sunset Time, once triggered, is not subject to extension, delay or waiver.

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	Class T Sunset Time	Class F Sunset Time
Changes in Voting Power and Director Election and Removal Rights	Prior to the Class T Sunset Time, the LTBT, as the sole holder of Class T common stock, will generally have the authority to elect and remove the Class T directors, who constitute a majority of the authorized members of our board of directors. The share of our Class T common stock has no voting rights with respect to matters submitted to stockholders generally, except as set forth within our amended and restated certificate of incorporation, including with respect to the election of a majority of our board of directors or as required by law. Following the Class T Sunset Time, if our Class F common stock remains outstanding, our Class A common stock and Class F common stock, voting together as a single class, will elect all of our directors. Because our Class F common stock is entitled to an aggregate number of votes equal to 50.1% of the total voting power of our outstanding shares of capital stock, the Founder LLC would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors. If neither our Class T common stock nor Class F common stock remains outstanding, our Class A common stock would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors.	Prior to the Class F Sunset Time, our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock as of the applicable record date and, together with our Class A common stock, voting together as a single class, will elect the directors other than the Class T directors and decide all other matters put to a vote of stockholders generally. Immediately after the Class F Sunset Time, if our Class T common stock remains outstanding, the LTBT would continue to have the authority to elect and remove the Class T directors, who would constitute a majority of the authorized members of our board of directors. However, the LTBT will no longer need to comply with the procedures for nomination, removal or change in the Class T director designated as the Specified Class T Director. In such a case, our Class A common stock would elect and remove the remaining directors and decide all other matters put to a vote of stockholders generally. If neither our Class T common stock nor Class F common stock remains outstanding, our Class A common stock would have the ability to determine the outcome of all matters submitted to a vote of stockholders generally, including the election of all directors.

Preferred Stock

After the completion of this offering, no shares of our preferred stock will be outstanding. Pursuant to our

amended and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering, our board of directors (if 80% of the authorized members of our board of directors

(rounded up or down to the nearest whole number (any exact 0.5 rounding up)) approve) will have the

authority, subject to limitations set forth in such amended and restated certificate of incorporation or

prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the

number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the

shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote

or action by our stockholders; provided that prior to the Class F Sunset Time, our board of directors shall not

designate or issue any series of preferred stock without the affirmative vote or consent of the Founder LLC. Our

board of directors (if 80% of the authorized members of our board of directors (rounded up or down to the

nearest whole number (any exact 0.5 rounding up)) approve) can also increase or decrease the number of

shares of any series of preferred stock, but not below the number of shares of that series then outstanding,

without any further vote or action by our stockholders. Subject to limitations set forth in our amended and

restated certificate of incorporation that will become effective immediately prior to the completion of this

offering, or prescribed by Delaware law, we may authorize the issuance of preferred stock with voting or

conversion rights that could adversely affect the voting power or other rights of the holders of our common

stock, including the likelihood that such holders will receive dividend payments and payments upon

liquidation. If we were to issue shares of preferred stock with the right to vote on matters submitted to our

stockholders generally, the voting power of our outstanding Class A common stock would be diluted, while the

voting power of our Class F common stock would remain fixed at an aggregate of 50.1% of the total voting

power of our outstanding shares of capital stock as of the applicable record date with respect to such matters.

The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other

corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in

control of our company and might adversely affect the market price of our Class A common stock and the voting

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and other rights of the holders of our Class A common stock. We have no current plan to issue any shares of

preferred stock.

Options

As of September 30, 2026, we had outstanding options to purchase an aggregate of shares of our Class A

common stock, with a weighted-average exercise price of approximately $ per share, under our 2021 Plan.

RSUs

As of September 30, 2026, we had outstanding shares of our Class A common stock issuable upon the

vesting and settlement of RSUs under our 2021 Plan.

Registration Rights

After the completion of this offering, certain holders of our Class A common stock (including those issuable

upon conversion of our Class N common stock) will be entitled to rights with respect to the registration of their

shares under the Securities Act. These registration rights are contained in our IRA. We and certain holders of

our stock are parties to our IRA. In addition, we are party to separate registration rights agreements with each

of Google (the “Google RRA”) and Broadcom (the “Infrastructure Partner RRA”) that we entered into in

connection with note purchase agreements with those parties, which provide Google and Broadcom with

registration rights separate from the registration rights under our IRA, as described below under “Registration

Rights of Google” and “Registration Rights of Broadcom.” The registration rights set forth in our IRA will expire

upon the earliest to occur of (i) the second anniversary of the date of completion of this offering, (ii) with

respect to any particular holder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of

the Securities Act or any similar exemption during any three-month period, or (iii) the termination of our IRA.

We will pay the registration expenses (other than underwriting discounts and commissions) of the holders of

the shares registered pursuant to the registrations described below. In an underwritten offering, the managing

underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders

may include. The registration rights described in this section do not entitle any holder to notice of, or to include

shares in, this offering. The exercise of these registration rights is subject to the lock-up agreements described

in the section titled “Shares Eligible for Future Sale—Lock-Up and Market Standoff Agreements.”

Demand Registration Rights

After the completion of this offering, the holders of up to shares of our Class A common stock (including

those issuable upon conversion of our Class N common stock) will be entitled to certain demand registration

rights. At any time beginning six months after the effective date of this offering, the holders of at least 60% of

the shares registrable under our IRA that are entitled to vote can request that we register the offer and sale of

their shares. Such a request for registration must cover securities, the anticipated aggregate offering price of

which, net of underwriting discounts and commissions, is at least $200,000,000. We are obligated to effect

only two such registrations. If we determine that it would be seriously detrimental to us and our stockholders to

effect such a demand registration, we have the right to defer such registration, not more than twice in any 12-

month period, for a period of up to 120 days. Additionally, we will not be required to effect a demand

registration during the period beginning 90 days prior to our good faith estimate of the date of filing of, and

ending on a date 90 days following the effective date of, a registration statement relating to an offering by us

(or, in the case of this offering, ending on a date 180 days following the effective date of this registration

statement), provided that we are actively employing in good faith all reasonable efforts to cause such

registration statement to become effective. We are also not obligated to effect a demand registration if the

initiating holders propose to dispose of shares that may be immediately registered on Form S-3 pursuant to the

Form S-3 registration rights described below.

Piggyback Registration Rights

After the completion of this offering, if we propose to register the offer and sale of our Class A common stock

(including shares issuable upon conversion of our Class N common stock) under the Securities Act, in

connection with the public offering of such Class A common stock the holders of up to shares of our Class

A common stock will be entitled to certain “piggyback” registration rights allowing the holders to include their

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shares in such registration, subject to certain marketing and other limitations and the registration rights of

lenders under our convertible note agreements, which consist of the Google RRA and the Infrastructure Partner

RRA described below. As a result, whenever we propose to file a registration statement under the Securities Act,

other than with respect to (i) a registration related to any employee benefit plan or a corporate reorganization

or other transaction covered by Rule 145 promulgated under the Securities Act, (ii) a registration on any

registration form which does not include substantially the same information as would be required to be

included in a registration statement covering the sale of the shares, or (iii) a registration in which the only Class

A common stock being registered is Class A common stock issuable upon conversion of debt securities that are

also being registered, the holders of these shares are entitled to notice of the registration and have the right,

subject to certain limitations and/or cutbacks, to include their shares in the registration. If the underwriters

limit the number of shares to be included in an underwritten offering, the number of registrable shares included

may not be reduced below 20% of the total securities included in the offering, and shares held by our co-

founders may not be included if any registrable shares held by other selling holders are excluded.

S-3 Registration Rights

After the completion of this offering, the holders of up to shares of our Class A common stock (including

those issuable upon conversion of our Class N common stock) will be entitled to certain Form S-3 registration

rights. The holders of at least 60% of the shares registrable under our IRA that are entitled to vote may make a

written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we

are eligible to file a registration statement on Form S-3 so long as the request covers securities the anticipated

aggregate public offering price of which is at least $2,000,000, net of any underwriters’ discounts or

commissions. These stockholders may make an unlimited number of requests for registration on Form S-3;

however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations

within the 12-month period preceding the date of the request. Additionally, if we determine that it would be

seriously detrimental to us and our stockholders to effect such a registration, we have the right to defer such

registration, not more than once in any 12-month period, for a period of up to 120 days. We are also not

required to effect a registration on Form S-3 during the period ending 180 days after the effective date of a

registration statement subject to the piggyback registration rights described above.

Registration Rights of Google

We entered into the Google RRA in May 2026 in connection with our Google 2026 NPA, pursuant to which

Google may acquire shares of our capital stock. Under the Google RRA, shares of our capital stock held by

Google that are not covered by the registration rights under our IRA are registrable, subject to customary

exceptions. During the one-year period following the effective date of the registration statement of which this

prospectus forms a part, Google may make a single demand that we register the resale of all of its registrable

shares that are not then salable pursuant to Rule 144. In addition, once we are eligible to use Form S-3, we are

required to register on Form S-3, within 60 days of each quarterly closing under the Google 2026 NPA, the

resale of the registrable shares acquired at such closing and of any registrable shares not previously registered,

and to keep such registrations effective for so long as Google holds registrable shares. Registrations under the

Google RRA are subject to customary deferral and blackout provisions, and Google may not exercise its

registration rights under the Google RRA after February 7, 2033 or, if earlier, the date that is 12 months

following the final quarterly closing under the Google 2026 NPA.

Registration Rights of Broadcom

We entered into the Infrastructure Partner RRA in June 2026 in connection with the Infrastructure Partner

2026 NPA that may be assigned by Broadcom, subject to our consent (not to be unreasonably withheld), to a

designated financial partner, pursuant to which we may issue convertible promissory notes to Broadcom or a

designated financial partner. Registrable shares under the Infrastructure Partner RRA generally consist of the

shares of our Class A common stock issuable upon conversion of our Class N common stock issued upon

conversion of the notes, subject to customary exceptions. Once we are eligible to use Form S-3, we are required

to file, within 60 days, a shelf registration statement covering resales of these registrable shares, and to keep it

effective and effect takedowns at the request of the holder of these shares for so long as these registrable shares

are held. The holder of these registrable shares also has demand registration rights following the listing of our

securities, limited to one demand registration for every $5.0 billion of notes issued and subject to a

$500,000,000 minimum offering size (unless the holder of these registrable shares is selling all of its

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remaining registrable shares), and piggyback registration rights subject to exceptions substantially similar to

those described above with respect to our IRA. The holder of these registrable shares may effect up to three

underwritten offerings, including block trades, in any 12-month period, subject to the same $500,000,000

minimum, and registrations under the Infrastructure Partner RRA are subject to customary deferral and

blackout provisions. If the underwriters impose a cutback in an underwritten offering, shares held by our co-

founders will not be included if any shares held by the holder of these registrable shares are excluded. If we

grant registration rights to other securityholders, or amend their existing registration rights, on terms more

favorable than those provided to the holder of these registrable shares, we must offer to amend the rights of the

holder of these registrable shares to be at least as favorable, and the holder of these registrable shares is entitled

to proportionate treatment if lock-up or similar restrictions are waived for other stockholders in connection

with a registration, in each case subject to specified exceptions. The Infrastructure Partner RRA terminates

upon the earlier of the date on which the holder of these registrable shares and its permitted transferees no

longer hold registrable shares and the date that is nine months after the latest maturity date of any outstanding

note issued under the Infrastructure Partner 2026 NPA. As of the date of this prospectus, no notes have been

issued under the Infrastructure Partner 2026 NPA and, accordingly, no registrable securities are outstanding

under the Infrastructure Partner RRA.

Anti-Takeover Provisions

Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended

and restated bylaws, which will become effective immediately prior to the completion of this offering, which are

summarized below, may have the effect of delaying, deferring, or discouraging another person from acquiring

control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate

first with our board of directors. We believe that the benefits of increased protection of our potential ability to

negotiate with an unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us

because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We have elected not to be governed by the provisions of Section 203 of the DGCL, prior to the later to occur of

the Class F Sunset Time and the Class T Sunset Time, but our amended and restated certificate of incorporation

will provide that the restrictions contained in Section 203 will apply to us immediately following the later to

occur of either the Class F Sunset Time or the Class T Sunset Time. Following the later to occur of the Class F

Sunset Time or the Class T Sunset Time, we will thereafter be governed by Section 203, which generally

prohibits a public Delaware corporation from engaging in a “business combination” with an “interested

stockholder” for a period of three years after the date of the transaction in which the person became an

interested stockholder, unless:

•the business combination or transaction which resulted in the stockholder becoming an interested

stockholder was approved by the board of directors prior to the time that the stockholder became an

interested stockholder;

•upon consummation of the transaction which resulted in the stockholder becoming an interested

stockholder, the interested stockholder owned at least 85% in voting power of the voting stock of the

corporation outstanding at the time the transaction commenced, excluding shares owned by directors

who are also officers of the corporation and shares owned by employee stock plans in which employee

participants do not have the right to determine confidentially whether shares held subject to the plan

will be tendered in a tender or exchange offer; or

•at or subsequent to the time the stockholder became an interested stockholder, the business

combination was approved by the board of directors and authorized at an annual or special meeting of

the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the

outstanding voting stock which is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include mergers, asset sales, and other transactions

resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with

affiliates and associates, owns, or is an affiliate or associate of the corporation and within three years did own,

15% or more in voting power of the corporation’s outstanding voting stock.

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Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Provisions

Our amended and restated certificate of incorporation and our amended and restated bylaws, which will

become effective immediately prior to the completion of this offering, will include a number of provisions that

could deter hostile takeovers or delay or prevent changes in control of our board of directors or management

team, including but not limited to the following:

Multi-Class Common Stock

As described above in the section titled “—Common Stock—Voting Rights,” our amended and restated

certificate of incorporation provides for a multi-class common stock structure. Under this governance structure,

we expect that the LTBT and the Founder LLC will collectively have the ability to elect all members of our board

of directors, and the Founder LLC will have the ability to determine the outcome of all matters submitted to a

vote of our stockholders generally for the foreseeable future, including the approval by our stockholders of

significant corporate transactions such as a merger or other sale of our company or its assets. Such transactions

also require approval of our board of directors, a majority of whom are elected by the LTBT. Holders of our

Class A common stock generally will not be able to affect the outcome of any matter submitted to a vote of our

stockholders or the election of our directors, regardless of how they vote, unless a majority of the Continuing

Founders cannot agree on how our Class F common stock will be voted (in which case our Class F common

stock will generally be voted proportionately with the votes of our Class A common stock cast on the matter).

Classified Board

Our amended and restated certificate of incorporation that will become effective immediately prior to the

completion of this offering will provide that prior to the Class F Sunset Time, we will not have a classified board

of directors, and all directors will be elected for annual terms. Each director’s term will continue until the next

annual meeting and until the election and qualification of his or her successor, or his or her earlier death,

resignation, or removal.

Following the Class F Sunset Time, our board of directors will shift to having a classified board of directors

consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time,

our directors would be assigned by the then-current board of directors to a class. If our Class T common stock

remains outstanding, the Class T directors and the remaining directors shall be allocated among the classes so

that each class includes a proportionate number of Class T directors and other directors. Upon expiration of the

term of a class of directors, directors for that class would each be elected for a three-year term at the annual

meeting of stockholders in the year in which that term expires. As a result, only one class of directors would be

elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their

respective three-year terms. Each director’s term would continue until the third annual meeting of stockholders

following their election and until his or her successor has been elected and qualified, or until his or her earlier

death, resignation, or removal. Any increase or decrease in the number of directors would be distributed among

the three classes so that, as nearly as practicable, each class would consist of one-third of our directors.

Board Vacancies 

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that (i)

prior to the Class T Sunset Time, only the holder of our Class T common stock can fill vacant directorships of

any Class T director, subject to the nomination procedures for the Specified Class T Director; and (ii) prior to

the Class F Sunset Time, vacant or newly created directorships for any directors other than our Class T directors

can be filled by (a) our board of directors, in accordance with, and following receipt of written notice from, the

Founder LLC recommending the person proposed to fill such director seat or (b) the holders of our Class A

common stock and Class F common stock, voting together or acting by written consent. Following the Class F

Sunset Time, only our board of directors will be permitted to fill vacant or newly created directorships for any

directors other than our Class T directors. Prior to the Class T Sunset Time, the number of directors

constituting our board of directors will be permitted to be set only with the approval of 80% of authorized

members of our board of directors (rounded up or down to the nearest whole number (any exact 0.5 rounding

up)); provided that until the earlier to occur of the Class F Sunset Time or the Class T Sunset Time, such total

number of authorized directors must be an odd number. Following the Class T Sunset Time, the number of

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directors constituting our board of directors will be permitted to be set with the approval of a majority of the

authorized members of our board of directors. These provisions would prevent a stockholder from increasing

the size of our board of directors and then gaining control of our board of directors by filling the resulting

vacancies with its own nominees. This will make it more difficult to change the composition of our board of

directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our amended and restated bylaws will provide advance notice procedures for stockholders, other than holders

of Class T common stock or Class F common stock nominating directors in accordance with nomination

procedures in our certificate of incorporation or the Stockholders’ Agreement, seeking to bring business before

our annual meeting of stockholders or to nominate candidates for election as directors at a meeting of

stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and

content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters

before our annual meeting of stockholders or from making nominations for directors at a meeting of

stockholders if the proper procedures are not followed. In addition, our NGC will also have the right to receive

30 days’ prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder

LLC or the proposed removal of such directors, as well as appointments and removals of the Trustees of the

LTBT. Our NGC may waive such notice periods in its discretion. We expect that these provisions may also

discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own

slate of directors or otherwise attempting to obtain control of our company.

Special Meetings of Stockholders

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that

special meetings of stockholders may be called only by (i) our board of directors acting pursuant to a resolution

adopted by a majority of the authorized members of our board of directors; (ii) the chairperson of our board of

directors; (iii) our Chief Executive Officer; (iv) our President; (v) following the Class F Sunset Time, a majority

of the directors who are not Class T directors; (vi) prior to the Class F Sunset Time and only with respect to a

special meeting at which holders of our Class E common stock will be asked to vote on a proposal, the secretary

of the company; or (vii) prior to the Class F Sunset Time, the Founder LLC as the holder of our Class F common

stock.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a

corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of

incorporation does not provide for cumulative voting.

Action by Written Consent

Prior to the Class F Sunset Time and the Class T Sunset Time, stockholders may act by written consent only

with respect to (i) any action to nominate, elect, or remove directors or appoint a director to fill any vacancy or

newly created directorship; (ii) any action to satisfy certain redemption and protective provisions in our

amended and restated certificate of incorporation related to our Class F common stock, Class T common stock,

and Class E common stock; and (iii) any matter in which stockholders vote together as a single class if such

matter is first approved or requested by our board of directors. From and after the Class T Sunset Time, only

the holder of the share of Class F common stock may act by written consent, and from and after the Class F

Sunset Time, only the holder of the share of Class T common stock may act by written consent, in each case,

only with respect to the actions described above. From and after the occurrence of both the Class F Sunset Time

and the Class T Sunset Time, any action required or permitted to be taken by the stockholders must be effected

at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by

such stockholders. Notwithstanding the foregoing, any action required or permitted to be taken by the holders

of Class E common stock must be effected at a duly called annual or special meeting of stockholders and may

not be effected by any consent in writing by such stockholders.

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Amendment of Certificate of Incorporation and Bylaws Provisions

Prior to the Class F Sunset Time, a majority of the voting power of our Class A common stock and Class F

common stock, voting together as a single class, can amend certain provisions in our amended and restated

certificate of incorporation and our amended and restated bylaws. Following the Class F Sunset Time, 66 2/3%

of the voting power of our Class A common stock can amend certain provisions in our amended and restated

certificate of incorporation and our amended and restated bylaws.

Issuance of Undesignated Preferred Stock

Subject to limitations in our amended and restated certificate of incorporation, which will become effective

immediately prior to the completion of this offering, or prescribed by Delaware law, our board of directors will

have the authority, if 80% of the authorized members of our board of directors (rounded up or down to the

nearest whole number (any exact 0.5 rounding up)) approve, and without further action by our stockholders, to

issue up to 30,000,000,000 shares of undesignated preferred stock with rights and preferences, including

voting rights, designated from time to time by our board of directors, provided that, prior to the Class F Sunset

Time, our board of directors shall not designate or issue any series of preferred stock without the affirmative

vote or consent of the Founder LLC. The existence of authorized but unissued shares of preferred stock would

enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by

means of a merger, tender offer, proxy contest, or other means.

Exclusive Forum

Our amended and restated bylaws, which will become effective immediately prior to the completion of this

offering, will provide that, unless we consent in writing to the selection of an alternative forum, the Court of

Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have

jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the

fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding

brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current

or former directors, stockholders, or officers or other employees to us or our stockholders, (iii) any action

arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction upon the Court of

Chancery of the State of Delaware, (iv) any action arising pursuant to or to interpret, apply, enforce or

determine the validity of our amended and restated certificate of incorporation, or our amended and restated

bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine, except for, in all cases, any

claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of

such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10

days following such determination).

Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities

Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having

to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts,

among other considerations, our amended and restated bylaws will also provide that, unless we consent in

writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest

extent permitted by applicable law, be the sole and exclusive forum for resolving any complaint asserting a

cause or causes of action arising under the Securities Act against any person in connection with any offering of

our securities, including, without limitation, any auditor, underwriter, expert, control person, or other

defendant. Unless we consent in writing to the selection of an alternative forum, the United States District

Court for the District of Delaware will, to the fullest extent permitted by applicable law, be the sole and

exclusive forum for the resolution of any derivative action or proceeding brought to enforce any duty or liability

created by the Exchange Act or the rules or regulations thereunder. All other claims arising under the Exchange

Act may be brought in any federal court of competent jurisdiction. Any person or entity purchasing, holding, or

otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these

provisions. We note that stockholders cannot waive compliance (or consent to non-compliance) with the federal

securities laws and the rules and regulations thereunder.

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Founder LLC Agreement

Our co-founders intend to enter into the Founder LLC Agreement. We expect the Founder LLC Agreement to

become effective substantially concurrently with the filing and acceptance of our amended and restated

certificate of incorporation with the Secretary of State of the State of Delaware.

Our Class F common stock will be held by the Founder LLC. Our Class F common stock will be voted by the

Founder LLC in a manner determined pursuant to the Founder LLC Agreement. Generally, the Founder LLC

will vote as determined by a majority of the Continuing Founders. Our seven co-founders will each initially be a

Continuing Founder. Upon the incapacity or death of any of our co-founders, a successor member may be

admitted to the Founder LLC as a Continuing Founder until the tenth anniversary of the completion of this

offering.

When there have been fewer than three Continuing Founders (not including any successor member who is a

“Non-Qualifying Member” as defined in the Founder LLC Agreement) for 90 consecutive calendar days, the

450-day Class F Transition Period will commence. Upon completion of the Class F Transition Period, all of our

Class F common stock and Class E common stock then issued and outstanding will be redeemed by us for no

consideration and certain other governance changes will take effect.

Regardless of the length of time that has elapsed since the completion of this offering or the circumstances that

resulted in the removal of a Continuing Founder, one or more successor members may be admitted to the

Founder LLC during the Class F Transition Period as needed to ensure that there are three Continuing

Founders serving until completion of the Class F Transition Period. The admission of any successor member

during the Class F Transition Period will not cure the event that commenced the Class F Transition Period or

extend the Class F Transition Period.

A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing

Founder’s resignation as a member of the Founder LLC; (ii) such Continuing Founder’s death or incapacity; (iii)

with respect to each of our seven original co-founders, such original co-founder’s ceasing to hold (together with

such original co-founder’s related holders) on any record date for a vote of our stockholders a number of shares

of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to

at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as

of the completion of this offering; (iv) such Continuing Founder’s removal for “cause” (as defined in the

Founder LLC Agreement), which includes specified competitive activities described in the Founder LLC

Agreement; (v) with respect to any successor member admitted to the Founder LLC prior to the commencement

of the Class F Transition Period, other than a successor member who is a member during the Class F Transition

Period, the tenth anniversary of the completion of this offering; or (vi) with respect to each of our seven original

co-founders, the commencement of a leave of absence approved by a Supermajority of the other Continuing

Founders, which may not be approved during the Class F Transition Period or if the grant of the leave of

absence would itself cause the Class F Transition Period to commence.

Each Continuing Founder will be entitled to one vote when determining how our Class F common stock will be

voted. If a majority of the Continuing Founders cannot agree on how our Class F common stock will be voted,

then our Class F common stock will generally be voted proportionately with the votes of our Class A common

stock cast on the matter (subject to a quorum of a majority of outstanding Class A common stock). With respect

to certain matters, our Class F common stock will be voted “for” the proposal only if a greater threshold of

Continuing Founders agree, and if the greater threshold is not met, our Class F common stock will be voted

“against” the proposal. See the section titled “—Class F Common Stock Voting Mechanics.”

The Founder LLC Agreement will not govern the voting of any shares of our Class A common stock held by the

co-founders or their related holders. Each co-founder (or their related holders) will be able to vote shares of our

Class A common stock held by them in their discretion, regardless of the manner in which the Founder LLC will

vote our Class F common stock.

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Class F Common Stock Voting Mechanics

Under the terms of the Founder LLC Agreement, the manner in which our Class F common stock will be voted

will be determined as follows:

Matter		Threshold(1)		If threshold is met		Otherwise
General stockholder matters		Majority(2)		Class F common stock is voted accordingly.		Class F common stock is voted proportionately with the votes of Class A common stock cast (subject to a quorum of a majority of outstanding Class A common stock).
Amendments to Class F rights		Supermajority(3)(4)		Class F common stock is voted “for” the proposal.		Class F common stock is voted “against” (or “withhold” as to) such proposal.
Amendments to LTBT / Class T rights		Trust Amendment Supermajority(4)(5)		Class F common stock is voted “for” the proposal.		Class F common stock is voted “against” (or “withhold” as to) such proposal.
Written consent		The applicable majority, Supermajority(3), or Trust Amendment Supermajority(5) if action were taken at a meeting.		Consent is delivered with respect to our Class F common stock.		No consent is delivered with respect to our Class F common stock.

______________

(1)Each Continuing Founder will be entitled to one vote when determining how our Class F common stock will be voted.

(2)If a majority of the Continuing Founders deliver the same instruction as to how the votes corresponding to our Class F common

stock shall be cast, including “for,” “against,” or “withhold,” but excluding an instruction to “abstain,” our Class F common

stock will be voted accordingly. If a majority of the Continuing Founders deliver instructions to “abstain” or do not deliver the

same or any instructions, our Class F common stock will be voted proportionately with the votes of Class A common stock cast

(subject to a quorum of a majority of outstanding Class A common stock).

(3)“Supermajority” means the total number of Continuing Founders entitled to vote, minus one, delivers instructions to vote “for”

the proposal. If there are fewer than three Continuing Founders, a Supermajority requires unanimity of Continuing Founders.

(4)If a proposal requires both a Supermajority and a Trust Amendment Supermajority, both thresholds must be satisfied.

(5)A “Trust Amendment Supermajority” will be satisfied if (i) 66 2/3% of the Continuing Founders, rounded up to the nearest

whole number, deliver instructions to vote “for” the proposal, and approval by 75% of the votes cast by our Class E common

stock (subject to a quorum of a majority of outstanding Class E common stock) and a majority of the votes cast by our Class A

common stock (subject to a quorum of a majority of the outstanding shares of Class A common stock) is also obtained or (ii)

until the third anniversary of the completion of this offering, the Continuing Founders unanimously deliver instructions to vote

“for” the proposal, and approval by a majority of the votes cast by our Class E common stock (subject to a quorum of 40% of the

outstanding Class E common stock) and a majority of the votes cast by our outstanding Class A common stock (subject to a

quorum of a majority of outstanding shares of Class A common stock) is also obtained. Pursuant to the Stockholders’

Agreement, the Founder LLC will also vote or consent the share of Class F common stock in favor of amendments that are

approved by 80% of the authorized members of our board of directors and 80% of the Trustees then in office (in each case,

rounded up or down to the nearest whole number (any exact 0.5 rounding up)).

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our Class A common stock will be

Computershare Trust Company, N.A. The transfer agent’s address is 150 Royall Street, Canton, MA 02021.

Limitations of Liability and Indemnification

See the section titled “Certain Relationships and Related Person Transactions—Limitation of Liability and

Indemnification of Officers and Directors.”

Listing

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”

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Shares Eligible for Future Sale

As a result of the lock-up and market standoff agreements described below, as well as undertakings in the

underwriting agreement to be executed in connection with this offering, and subject to such agreements and the

provisions of Rules 144 and 701 under the Securities Act (including, with respect to shares held by affiliates,

Rule 144 volume limitations), based on information available to us, these restricted securities will be available

for sale in the public market as follows (assuming no exercise of outstanding stock options subsequent to

September 30, 2026 and no settlement of RSUs, and assuming that, where a date below is a specified number of

days after another date and such day is not a trading day, such shares become available for sale on the next

trading day):

Earliest Date Available for Sale in the Public Market		Approximate Number of Shares of Class A Common Stock
The first trading day following the date of this prospectus ...................		Up to           shares of Class A common stock held by our non-founder directors and officers and certain of our current and former employees and consultants, representing          % of the shares subject to the 180-day lock-up and market standoff period, as to which the restrictions under the lock-up and market standoff agreements expire on such date.
27th day after the date of this prospectus .................................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
48th day after the date of this prospectus ..................................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
62nd day after the date of this prospectus ..................................................		Up to          shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
76th day after the date of this prospectus ..................................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
The second full trading day on Nasdaq immediately following the public release of our annual financial results for the fiscal year ending December 31, 2026 (the date of such public release, the “FY26 Earnings Release Date”) ........................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
13th day after the FY26 Earnings Release Date .........................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
27th day after the FY26 Earnings Release Date ........................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
41st day after the FY26 Earnings Release Date .........................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
55th day after the FY26 Earnings Release Date ........................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
69th day after the FY26 Earnings Release Date ........................................		Up to            shares of Class A common stock, representing           % of the shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
The earlier of (x) the second full trading day on Nasdaq immediately following the public release of our quarterly financial results for the fiscal quarter ending March 31, 2027 (the date of such public release, the “Q1 Earnings Release Date”) and (y) immediately after the close of trading on the 180th day after the date of this prospectus ..................		Up to            shares of Class A common stock, representing            all remaining shares subject to the 180-day lock-up and market standoff period and           % of the shares subject to the extended 365-day lock-up period.
34th day after the Q1 Earnings Release Date .............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
48th day after the Q1 Earnings Release Date .............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.

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62nd day after the Q1 Earnings Release Date ............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
76th day after the Q1 Earnings Release Date .............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
The second full trading day on Nasdaq immediately following the public release of our quarterly financial results for the fiscal quarter ending June 30, 2027 (the date of such public release, the “Q2 Earnings Release Date”) .....................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
27th day after the Q2 Earnings Release Date ............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
41st day after the Q2 Earnings Release Date .............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
55th day after the Q2 Earnings Release Date ............................................		Up to           shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
69th day after the Q2 Earnings Release Date ............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
83rd day after the Q2 Earnings Release Date ............................................		Up to            shares of Class A common stock, representing           % of the shares subject to the extended 365-day lock-up period.
The earlier of (x) the second full trading day on Nasdaq immediately following the public release of our quarterly financial results for the fiscal quarter ending September 30, 2027 (the date of such public release, the “Q3 Earnings Release Date”) and (y) immediately after the close of trading on the 365th day after the date of this prospectus .		Up to            shares of Class A common stock, representing the remaining shares subject to the extended 365-day lock-up period.

Lock-Up and Market Standoff Agreements

All of our directors and officers and substantially all of our stockholders are subject to lock-up agreements with

the underwriters or market standoff agreements with us that restrict their ability to transfer shares of our Class

A common stock and Class N common stock and securities convertible into or exercisable or exchangeable for

such shares for:

(1)Our non-founder directors, officers, and certain of our current and former employees and consultants,

during the period ending upon the earlier to occur of (x) 6:00 AM Eastern Time on the second full

trading day immediately following the Q1 Earnings Release Date or (y) immediately after the close of

the trading day on the 180th day after the date of this prospectus or, if the 180th day is not a trading

day, immediately after the close of the last trading day immediately preceding the 180th day;

(2)For certain stockholders holding approximately % of our fully diluted shares immediately prior to

this offering, during the period ending upon the earlier to occur of (x) 6:00 AM Eastern Time on the

second full trading day immediately following the Q1 Earnings Release Date or (y) immediately after

the close of the trading day on the 180th day after the date of this prospectus or, if the 180th day is not

a trading day, immediately after the close of the last trading day immediately preceding the 180th day;

(3)For certain stockholders holding approximately % of our fully diluted shares immediately prior to

this offering, during the period ending upon the earlier to occur of (x) 6:00 AM Eastern Time on the

second full trading day immediately following the Q3 Earnings Release Date or (y) immediately after

the close of the trading day on the 365th day after the date of this prospectus or, if the 365th day is not

a trading day, immediately after the close of the last trading day immediately preceding the 365th day;

and

(4)Our seven co-founders, during the period ending upon the earlier to occur of (x) 6:00 AM Eastern

Time on the second full trading day immediately following the Q3 Earnings Release Date or (y)

immediately after the close of the trading day on the 365th day after the date of this prospectus or, if

the 365th day is not a trading day, immediately after the close of the last trading day immediately

preceding the 365th day,

subject to timed automatic expirations described in the “Underwriting—Lock-up and Market Standoff

Agreements” section of this prospectus.

The lock-up agreements and market standoff agreements described above are subject to a number of

exceptions.

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See the section titled “Underwriting—Lock-up and Market Standoff Agreements” for more information about

these transfer restrictions and related expirations and exceptions.

Class N Common Stock

Shares of our Class N common stock are not listed on a stock exchange and are not registered under the

Securities Act. Shares of our Class N common stock will automatically convert into shares of Class A common

stock upon a qualifying transfer, which shares would be subject to the resale restrictions and registration rights

described in this section. See the section titled “Description of Capital Stock” for a complete description of the

conversion mechanics applicable to our Class N common stock.

Following the completion of this offering, shares of Class N common stock will consist of:

• shares, representing shares outstanding as of September 30, 2026 and shares to be issued

immediately prior to the completion of this offering pursuant to the Preferred Stock Conversion with

respect to all outstanding shares of our non-voting redeemable convertible preferred stock;

• shares to be issued immediately prior to the completion of this offering pursuant to the

conversion of outstanding convertible promissory notes at the applicable fixed conversion prices,

representing shares issuable upon the completion of this offering without causing the holder to exceed

any applicable ownership cap;

• shares issuable at certain intervals following the completion of this offering pursuant to the

conversion of any remaining outstanding convertible promissory notes at the applicable fixed

conversion prices that could not be converted immediately prior to the completion of this offering

without exceeding such ownership cap; and

•any shares issuable in connection with (i) the conversion of any convertible promissory notes that may

be issued under our NPAs following the completion of this offering, (ii) draws under our NPAs that are

settled directly in shares of Class N common stock following the completion of this offering, (iii)

donations that we match under our Donation Matching Plan, and (iv) certain contractual rights to

private placements, whether concurrent with or following the completion of this offering.

For a description of the conversion mechanics of the outstanding notes and the rights to future issuances of

notes and Class N common stock, see the section titled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes.”

Additionally, certain holders of our Class N common stock are entitled to registration rights with respect to

their shares, the exercise of which could facilitate sales of large blocks of our shares into the public market

following any applicable lock-up period. See the section titled “Description of Capital Stock—Registration

Rights” for a description of these registration rights.

Rule 144

In general, Rule 144 provides that once we have been subject to the public company reporting requirements of

Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been

one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who

has beneficially owned the shares of our Class A common stock proposed to be sold for at least six months is

entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions

of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has

beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior

owner other than our affiliates, then that person would be entitled to sell those shares without complying with

any of the requirements of Rule 144.

In general, Rule 144 provides that our affiliates or persons selling shares of our Class A common stock on behalf

of our affiliates are entitled to sell upon expiration of the market standoff agreements and lock-up agreements

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described above, within any three-month period, a number of shares of our Class A common stock that does not

exceed the greater of:

•1% of the number of shares of our capital stock then outstanding, which will equal shares

immediately after the completion of this offering; or

•the average weekly trading volume of our Class A common stock during the four calendar weeks

preceding the filing of a notice on Form 144 with respect to that sale.

Sales of our Class A common stock made in reliance upon Rule 144 by our affiliates or persons selling shares of

our Class A common stock on behalf of our affiliates are also subject to certain manner of sale provisions and

notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our capital stock pursuant to a written

compensatory plan or contract and who is not deemed to have been an affiliate of our company during the

immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to

comply with the public information, holding period, volume limitation, or notice provisions of Rule 144.

Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying

with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait

until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Registration Rights

Pursuant to our IRA and the Google RRA, after the completion of this offering, the holders of up to shares

of our Class A common stock, or certain transferees, will be entitled to certain rights with respect to the

registration of the offer and sale of those shares under the Securities Act. See the section titled “Description of

Capital Stock—Registration Rights” for a description of these registration rights. If the offer and sale of these

shares of our Class A common stock are registered, the shares will be freely tradable without restriction under

the Securities Act, subject to the Rule 144 limitations applicable to affiliates, and a large number of shares may

be sold into the public market.

Registration Statements on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act promptly after the

effectiveness of this offering to register shares of our Class A common stock subject to RSUs and options

outstanding, as well as reserved for future issuance, under our 2021 Plan, 2026 Plan, and ESPP, as well as the

resale of certain shares of our Class A common stock previously issued under our 2021 Plan. Such registration

statements on Form S-8 are expected to become effective immediately upon filing, and shares of our Class A

common stock covered by such registration statements will then become eligible for sale in the public market,

subject to applicable limitations under Rule 144, vesting restrictions, and any applicable market standoff

agreements and lock-up agreements. See the section titled “Executive Compensation—Equity Plans” for a

description of our equity compensation plans.

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Material U.S. Federal Income Tax Consequences

to Non-U.S. Holders of Our Class A Common

Stock

The following is a summary of the material U.S. federal income tax consequences to certain non-U.S. holders

(as defined below) of the ownership and disposition of our Class A common stock acquired in this offering but

does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary

is based upon the provisions of the Code, the Treasury regulations promulgated thereunder, administrative

rulings, and judicial decisions, all as of the date hereof. These authorities may be changed, possibly

retroactively, so as to result in U.S. federal income tax consequences different from those set forth below.

This summary does not address the tax considerations arising under the laws of any state, local, or non-U.S.

jurisdiction, or under U.S. federal non-income tax laws (such as gift and estate tax laws), except to the limited

extent set forth below. In addition, this discussion does not address tax considerations applicable to a non-U.S.

holder’s particular circumstances or non-U.S. holders that may be subject to special tax rules, including,

without limitation:

•banks, insurance companies, or other financial institutions (except to the extent specifically set forth

below), regulated investment companies, or real estate investment trusts;

•persons subject to the alternative minimum tax or Medicare contribution tax on net investment

income;

•tax-exempt organizations or governmental organizations;

•pension plans or tax-exempt retirement plans;

•controlled foreign corporations, foreign controlled foreign corporations, passive foreign investment

companies, and corporations that accumulate earnings to avoid U.S. federal income tax;

•brokers or dealers in securities;

•traders in securities or other persons that elect to use a mark-to-market method of accounting for their

holdings in our stock;

•persons that own, or are deemed to own, more than five percent of our capital stock (except to the

extent specifically set forth below);

•certain former citizens or long-term residents of the United States;

•partnerships or entities classified as partnerships for U.S. federal income tax purposes or other pass-

through entities (and investors therein);

•persons who hold our Class A common stock as a position in a hedging transaction, “straddle,”

“conversion transaction,” or other risk reduction transaction or integrated investment;

•persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock

option or otherwise as compensation;

•persons subject to special tax accounting rules as a result of any item of gross income with respect to

our Class A common stock being taken into account in an “applicable financial statement” (as defined

in Section 451(b) of the Code);

•persons who do not hold our Class A common stock as a capital asset within the meaning of

Section 1221 of the Code (generally, property held for investment); or

•persons deemed to sell our Class A common stock under the constructive sale provisions of the Code.

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In addition, if a partnership, arrangement, or entity classified as a partnership or other pass-through entity for

U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in such

partnership or owner in such pass-through entity generally will depend on the status of the partner or owner

and upon the activities of the partnership or other pass-through entity. Accordingly, partnerships and other

pass-through entities that hold our Class A common stock, and partners in such partnerships and owners in

such other pass-through entities, should consult their tax advisors.

This discussion is for informational purposes only and is not tax advice. You are urged to

consult your tax advisor with respect to the application of the U.S. federal income tax laws to

your particular situation, as well as any tax consequences of the purchase, ownership and

disposition of our Class A common stock arising under the U.S. federal non-income tax laws

(such as gift or estate tax laws) or under the laws of any state, local, non-U.S., or other taxing

jurisdiction or under any applicable tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder if you are a beneficial owner of our Class A common

stock that is not a partnership, arrangement, or entity classified as a partnership or other pass-through entity

for U.S. federal income tax purposes and are not, for U.S. federal income tax purposes, treated as any of the

following:

•an individual who is a citizen or resident of the United States;

•a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes)

created or organized in the United States or under the laws of the United States, any state thereof or

the District of Columbia;

•an estate whose income is subject to U.S. federal income tax regardless of its source; or

•a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one

or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) (“U.S.

persons”) who have the authority to control all substantial decisions of the trust or (y) which has made

a valid election to be treated as a U.S. person.

Distributions

Distributions on our Class A common stock will constitute dividends for U.S. federal income tax purposes to the

extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax

principles. To the extent those distributions exceed both our current and our accumulated earnings and profits,

the excess will constitute a return of capital and will first reduce your basis in our Class A common stock, but

not below zero, and then will be treated as gain from the sale or other disposition of stock as described below

under the section titled “—Gain on Disposition of Our Class A Common Stock.”

Except as otherwise described below in the paragraph on effectively connected income and the sections titled

“—Backup Withholding and Information Reporting” and “—FATCA,” any dividend paid to you will generally be

subject to U.S. federal withholding tax either at a rate of 30% of the gross amount of the dividend or such lower

rate as may be specified by an applicable income tax treaty between the United States and your country of

residence. Under applicable Treasury regulations, the applicable withholding agent may withhold up to 30% of

the gross amount of the entire distribution even if the amount constituting a dividend, as described above, is

less than such amount. If we or another withholding agent over-withhold or if you do not timely provide us with

the required certification, you may be entitled to a refund or credit of any excess amounts withheld by timely

filing an appropriate claim with the Internal Revenue Service (“IRS”).

In order to receive a reduced treaty rate, you must provide the applicable withholding agent with an IRS Form

W-8BEN, IRS Form W-8BEN-E, or other appropriate version of IRS Form W-8, including any required

attachments and your taxpayer identification number, certifying qualification for the reduced rate. Additionally,

you will be required to update such forms and certifications from time to time as required by law. If you are

eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, you may obtain a refund of

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any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If you hold our stock

through a financial institution or other agent acting on your behalf, you will be required to provide appropriate

documentation to the agent, which then will be required to provide certification to us or our paying agent,

either directly or through other intermediaries. You should consult your tax advisor regarding entitlement to

benefits under any applicable income tax treaties.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if

required by an applicable income tax treaty, that are attributable to a permanent establishment or fixed base

maintained by you in the United States) are generally exempt from such withholding tax, subject to the

discussions below on backup withholding and FATCA (as defined below) withholding. To obtain this

exemption, you must provide us with an IRS Form W-8ECI, including any required attachments and your

taxpayer identification number, certifying qualification for the exemption. Additionally, you will be required to

update such forms and certifications from time to time as required by law. Such effectively connected

dividends, although not subject to U.S. federal withholding tax, are includable on your U.S. federal income tax

return and taxed to you at the same rates applicable to U.S. persons, net of certain deductions and credits. If

you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a

U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be

specified by an applicable income tax treaty between the United States and your country of residence. You

should consult your tax advisor regarding the application of tax treaties in light of your particular

circumstances.

Gain on Disposition of Our Class A Common Stock

Except as otherwise described below in the sections titled “—Backup Withholding and Information Reporting,”

and “—FATCA,” you will generally not be subject to U.S. federal income tax on any gain realized upon the sale

or other disposition of our Class A common stock unless:

•the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an

applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base

maintained by you in the United States);

•you are a non-resident alien individual who is present in the United States for a period or periods

aggregating 183 days or more during the calendar year in which the sale or other disposition occurs

and certain other conditions are met; or

•our Class A common stock constitutes a United States real property interest by reason of our status as a

“United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at

any time within the shorter of the five-year period preceding your disposition of, or your holding

period for, our Class A common stock, and, in the case where shares of our Class A common stock are

regularly traded on an established securities market, you own, or are treated as owning, more than 5%

of our Class A common stock at any time during the foregoing period.

Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or

exceeds 50% of the sum of the fair market value of its worldwide property interests and its other assets used or

held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we

are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of

this discussion so assumes, although, there can be no assurance in this regard. You are encouraged to consult

your own tax advisor regarding the possible consequences to you if we are, or were to become, a USRPHC.

If you are a non-U.S. holder described in the first bullet above, you will generally be subject to U.S. federal

income tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and if

you are a corporate non-U.S. holder described in the first bullet above, you also may be subject to the branch

profits tax at a 30% rate, in each case unless otherwise provided by an applicable income tax treaty between the

United States and your country of residence. If you are a non-U.S. holder described in the second bullet above,

you will generally be subject to U.S. federal income tax at a 30% rate (or such lower rate specified by an

applicable income tax treaty between the United States and your country of residence) on the gain derived from

the sale or other disposition of our stock, which gain may be offset by certain U.S. source capital losses

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(provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult

your tax advisor regarding the application of tax treaties in light of your particular circumstances.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address,

and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax

treaties or other agreements, the IRS may make these reports available to tax authorities in your country of

residence.

Payments of dividends on or of proceeds from the sale or other disposition of our Class A common stock made

to you may be subject to information reporting and backup withholding (currently at a rate of 24%) unless you

establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS

Form W-8BEN-E, or another appropriate version of IRS Form W-8. Any documentation provided to an

applicable withholding agent may need to be updated in certain circumstances.

Information reporting and backup withholding will generally apply to the proceeds of a sale or other disposition

by you of our Class A common stock effected by or through the U.S. office of any broker, U.S. or foreign, unless

you certify your status as a non-U.S. holder and satisfy certain other requirements, or otherwise establish an

exemption. Generally, information reporting and backup withholding will not apply to a payment of the

proceeds from a sale or other disposition of our stock to you where the transaction is effected outside the United

States through a foreign broker. However, for information reporting purposes, sales or other dispositions

effected through a non-U.S. office of a broker with substantial U.S. ownership or operations will generally be

treated in a manner similar to sales or other dispositions effected through a U.S. office of a broker.

Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our

paying agent has actual knowledge, or reason to know, that you are a U.S. person. You should consult your own

tax advisors regarding the application of the information reporting and backup withholding rules in light of

your particular circumstances.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to

backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of

taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is

furnished to the IRS in a timely manner.

FATCA

Sections 1471 through 1474 of the Code, and the Treasury regulations and administrative guidance issued

thereunder (collectively, “FATCA”), generally impose a U.S. federal withholding tax at a rate of 30% on

dividends on and, subject to certain proposed Treasury regulations discussed below, the gross proceeds from a

sale or other disposition of our Class A common stock if paid to a “foreign financial institution” (as defined in

the Code), unless otherwise provided by the Treasury Secretary or such institution enters into an agreement

with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities

substantial information regarding the U.S. account holders of such institution (which includes certain equity

and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S.

owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of

30% on dividends paid on and, subject to certain proposed Treasury regulations discussed below, the gross

proceeds from a sale or other disposition of our Class A common stock if paid to a “non-financial foreign

entity” (as defined in the Code) unless otherwise provided by the Treasury Secretary or such entity provides the

withholding agent with a certification identifying, and information with respect to certain direct and indirect

“substantial United States owners” (as defined in the Code) of the entity, certifies that it does not have any such

substantial United States owners or otherwise establishes and certifies to an exemption. The withholding

provisions under FATCA generally apply to dividends on our Class A common stock. The Treasury Secretary has

issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect

to the gross proceeds from a sale or other disposition of our Class A common stock, which may be relied upon

by taxpayers until final regulations are issued. An intergovernmental agreement between the United States and

your country of tax residence may modify the requirements described in this paragraph. You should consult

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your own tax advisors regarding the possible implications of FATCA on your investment in our Class A common

stock.

This preceding discussion is for informational purposes only and is not tax advice. Each

prospective investor should consult its own tax advisor regarding the particular U.S. federal,

state, and local and non-U.S. tax consequences of purchasing, holding, and disposing of our

Class A common stock, including the consequences of any proposed change in applicable laws.

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Underwriting

We, the selling stockholders, and the underwriters named below will enter into an underwriting agreement with

respect to the shares of Class A common stock being offered. Subject to certain conditions, each underwriter

will severally agree to purchase the number of shares of Class A common stock indicated in the following table.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters

(“representatives”).

Underwriters		Number of Shares of Class A Common Stock
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Barclays Capital Inc. and Barclays Bank PLC
Wells Fargo Securities, LLC
BofA Securities, Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
UBS Securities LLC
BMO Capital Markets Corp.
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
Jefferies LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SG Americas Securities, LLC
TD Securities (USA) LLC
BTIG, LLC
Cantor Fitzgerald & Co.
Capital One Securities, Inc.
Macquarie Capital (USA) Inc.
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than

the shares covered by the option described below unless and until this option is exercised.

We will grant to the underwriters an option, exercisable for 30 days from the date of this prospectus, to

purchase up to an additional shares of Class A common stock at the public offering price listed on the

cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise

this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of

the shares of common stock offered by this prospectus. If any shares are purchased pursuant to this option, the

underwriters will severally purchase shares in approximately the same proportion as set forth in the table

above. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number

of shares of Class A common stock offered.

The following table shows the per share and total underwriting discounts and commissions to be paid to the

underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full

exercise of the underwriters’ option to purchase additional shares of Class A common stock.

Paid by us

	No Exercise		Full Exercise
Per Share	$		$
Total	$		$

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Paid by the selling stockholders

	No Exercise		Full Exercise
Per Share	$		$
Total	$		$

Shares of Class A common stock sold by the underwriters to the public will initially be offered at the initial

public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities

dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial

offering of the shares, the representatives may change the offering price and the other selling terms. The

offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’

right to reject any order in whole or in part.

Lock-Up and Market Standoff Agreements

Our directors, officers, and the holders of substantially all of our capital stock and securities convertible into or

exercisable or exchangeable for our capital stock have entered into market standoff agreements with us under

which they have agreed that, subject to certain exceptions, for a period of 180 days after the date of this

prospectus, they will not, without our prior written consent, sell, make any short sale of, loan, grant any option

for the purchase of, or otherwise dispose of any of our securities, including securities issued or issuable upon

the conversion, exercise, exchange, reclassification, or replacement of such securities. The underwriters have

requested that these market standoff provisions apply in connection with this offering, and we have agreed in

the underwriting agreement with the underwriters to enforce these market standoff provisions and similar

restrictions during the period of up to 180 days after the date of this prospectus and not amend or waive any

such restrictions without the prior written consent of the representatives, except any amendment or waiver of

such restrictions to permit a Transfer (as defined below) of securities that would be permissible under the terms

of a lock-up agreement as described below. This agreement to enforce these market standoff provisions does

not apply to shares that would be subject to a lock-up period extending beyond 180 days after the date of this

prospectus.

We have agreed with the underwriters that during the period beginning the date of this prospectus and ending

upon the earlier to occur of (x) 6:00 AM Eastern Time on the second full trading day immediately following the

public release of our quarterly financial results (which for this purpose does not include “flash” numbers or

preliminary, partial earnings) for the fiscal quarter ending March 31, 2027 (the date of such public release, the

“Q1 Earnings Release Date”) or (y) immediately after the close of the trading day on the 180th day after the date

of this prospectus (the “180th Day”) (such period, the “company lock-up period”), without the prior written

consent of the representatives, on behalf of the underwriters, subject to certain exceptions, we will not (a) offer,

sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose

of, directly or indirectly, or file with or confidentially submit to the SEC a registration statement under the

Securities Act relating to, any shares of our Class A common stock or other securities substantially similar to

our Class A common stock, including but not limited to any options or warrants to purchase shares of our Class

A common stock or any securities that are convertible into or exchangeable for, or that represent the right to

receive, shares of Class A common stock (including our Class N common stock) or any such substantially

similar securities, and any shares of Class A common stock issuable upon exercise, conversion, or exchange of

any of the foregoing, or publicly disclose the intention to make any offer, sale, pledge, disposition, or filing, or

(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic

consequences of ownership of any of our Class A common stock or any such other securities, whether any such

transaction described in (a) or (b) above is to be settled by delivery of shares of our Class A common stock or

such other securities, in cash, or otherwise, or publicly disclose the intention to enter into any such equity swap

or transfer arrangement.

These restrictions do not apply to: (a) the shares sold in this offering, (b) the issuance by us of our common

stock upon the exercise (including any net exercise) of an option or warrant, the vesting and settlement

(including any net settlement) of restricted stock units or similar equity awards, or the reclassification,

exchange, or conversion of a security, in each case outstanding on the date of this prospectus and identified

herein, (c) the grant or issuance by us, or exercise or settlement (in cash, shares of our common stock, or

otherwise), of options, stock appreciation rights, restricted stock awards, restricted stock units, performance

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stock awards, or any other type of equity award or arrangement to our employees, officers, directors, advisors,

or consultants pursuant to our employee benefit plans described herein or the issuance by us of our common

stock pursuant to our employee stock purchase plan described herein, (d) the filing by us of one or more

registration statements with the SEC on Form S-8 or any successor form thereto with respect to securities

granted or to be granted pursuant to any of our employee benefit plans or the employee stock purchase plan

described herein, (e) facilitating the establishment or amendment of a trading plan on behalf of our

stockholders, employees, officers, or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer

of shares of our common stock; provided that (i) such plan does not provide for the transfer of our common

stock during the company lock-up period (except to the extent otherwise allowed pursuant to the terms of a

lock-up agreement) and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is

required of, or voluntarily made by, us regarding the establishment or amendment of such plan, such

announcement or filing shall include a statement to the effect that no transfer of our common stock may be

made under such plan during any lock-up period to which such stockholder, employee, officer, or director is

bound, (f) facilitating sales of our common stock on behalf of our employees to satisfy the withholding taxes

payable upon the vesting, exercise, or settlement of such employee’s equity awards pursuant to our employee

benefit plans described herein, (g) the exchange or conversion (or other means by which shares of one class or

series become another class or series) of any class or series of our capital stock for any other class or series of

our capital stock, (h) the issuance by us of convertible notes or shares of common stock upon the conversion of

convertible notes or Class N common stock issued or issuable under the note purchase agreements described

herein, (i) the issuance by us of shares of common stock in connection with charitable donations or pursuant to

our donation matching program as described herein, (j) the submission of a confidential registration statement

in connection with the exercise of any registration rights described herein and any preparations related thereto,

provided that such submission or preparations do not require or result in the public filing of a registration

statement with the SEC or any other public announcement of such proposed registration by us or any third

party during the company lock-up period (and no such filing, public announcement, or activity shall be

voluntarily made or taken by us or any third party during the company lock-up period), and provided further

that we must notify the underwriters in this offering prior to making any such submission, (k) the issuance of

shares of Class F common stock and Class E common stock as described herein, (l) the issuance by us of shares

of common stock in any private placement concurrent with this offering as described herein, and (m) the sale,

exchange, or issuance of, or entry into an agreement to sell, exchange, or issue, our common stock or any

securities convertible into or exercisable or exchangeable for our common stock (including, without limitation,

options, restricted stock, restricted stock units, or warrants) in connection with any acquisition of the equity

interests or assets of any person, the acquisition by us or our subsidiaries by any means of any license, right to

use, business, properties, assets, products, technologies, or person, in one or a series of transactions (whether

by means of merger, stock or equity purchase, asset purchase, or otherwise), including pursuant to an employee

benefit plan assumed by us in connection with such transaction, or in connection with joint ventures,

commercial relationships or other strategic or collaborative corporate transactions or alliances, or any

announcement or filing of a registration statement related thereto.

In addition to the market standoff agreements, our founders, directors, and officers, certain of our current and

former employees and consultants, and certain of our other stockholders (including certain stockholders

holding more than 0.5% of our fully diluted shares prior to this offering) have executed lock-up agreements that

subject them to restrictions on Transfer (as defined below) in connection with this offering. The holders that

executed lock-up agreements held approximately % of our fully diluted shares immediately prior to this

offering. For purposes of this description of the lock-up agreements, references to our “common stock” refer to

our Class A common stock and Class N common stock. Pursuant to these lock-up agreements, such lock-up

parties may not (and may not cause or direct any of their affiliates to), without the prior written consent of the

representatives, on behalf of the underwriters: (a) offer, sell, contract to sell, pledge, grant any option, right, or

warrant to purchase, purchase any option or contract to sell, lend, or otherwise transfer or dispose of any shares

of our common stock, any options or warrants to purchase any shares of our common stock, or any securities

convertible into, exchangeable for, or that represent the right to receive shares of our common stock (such

shares of our common stock, options, rights, warrants, or other securities, and any shares of common stock

issuable upon exercise, conversion, or exchange of any of the foregoing, collectively, the “lock-up securities”),

including without limitation any such lock-up securities now owned or hereafter acquired by such lock-up

party, (b) engage in any hedging or other transaction or arrangement (including, without limitation, any short

sale, or the purchase or sale of, or entry into, any put or call option, or any combination thereof, forward, swap,

or any other derivative transaction or instrument, however described or defined) which is designed to or which

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reasonably could be expected to lead to or result in a sale, loan, pledge, or other disposition (whether by such

lock-up party or someone other than such lock-up party) or transfer of any of the economic consequences of

ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or

arrangement (or instrument provided for thereunder) would be settled by delivery of our common stock or such

other securities, in cash, or otherwise (for purposes of this section, any such sale, loan, pledge, or other

disposition or transfer of economic consequences, a “Transfer”), (c) make any demand for or exercise any right

with respect to the registration of any lock-up securities, or (d) otherwise publicly announce any intention to

engage in or cause any action, activity, transaction, or arrangement described in clauses (a), (b), or (c) above;

provided, however, in the case where the lock-up party is a founder, if such action, activity, transaction, or

arrangement is otherwise permitted under the lock-up agreement, such founder may publicly announce such

action, activity, transaction, or arrangement upon three business days prior written notice to the

representatives and us. The restrictions on Transfer of the lock-up securities do not apply to the:

a.Transfer by the lock-up party of the lock-up securities: (i) upon death by will, testamentary document,

or intestate succession, (ii) if the lock-up party is a natural person, to any member of the lock-up

party’s immediate family, to other dependents, or to any trust, corporation, partnership, limited

liability company, or other entity for the direct or indirect benefit of the lock-up party or the immediate

family or other dependents of the lock-up party, or, in the case of our founders, any philanthropic

organization, or, if the lock-up party is a trust, to a trustor, trustee, or beneficiary of the trust, or the

estate of a trustor, trustee, or beneficiary of such trust, (iii) to a corporation, partnership, limited

liability company, or other entity of which the lock-up party and the immediate family of the lock-up

party are the legal and beneficial owner of all of the outstanding equity securities or similar interests,

(iv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be

permissible under clauses (a)(i) through (iii) above, (v) if the lock-up party is a corporation,

partnership, limited liability company, trust, or other business entity, (A) to another corporation,

partnership, limited liability company, trust, or other business entity that is an affiliate of the lock-up

party, or to any investment fund or other entity, which fund or entity controls, is controlled by,

manages, or is managed by, advises or is advised by, sub-advises or is sub-advised by, or is otherwise

under common control with the lock-up party or affiliates of the lock-up party, or (B) as part of a

distribution, transfer, or other disposition by the lock-up party to its stockholders, current or former

partners, members, managers, beneficiaries, or other equityholders of the lock-up party or its affiliates,

or to the estate of any such stockholders, partners, members, managers, beneficiaries, or other

equityholders, (vi) by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree, separation agreement, or other order of a court or regulatory agency, (vii)

to us from any employee or service provider of ours or any of our direct or indirect subsidiaries upon

death, disability, or termination of employment (including voluntary resignation), in each case, of such

employee or service provider, (viii) if the lock-up party is not our officer or director, in connection with

a Transfer of the lock-up party’s shares of common stock acquired (A) from the underwriters in this

offering, or (B) in open market transactions after the closing date of this offering, (ix) in connection

with any sales of shares of Class A common stock by the lock-up party to the underwriters pursuant to

the underwriting agreement to be entered into in connection with this offering, (x) to us in connection

with the vesting, settlement, or exercise of restricted stock units, options, warrants, exchange,

conversion, or other rights to purchase or otherwise acquire shares of common stock (including, in

each case, by way of “net” or “cashless” exercise, settlement, or similar procedure) that are vested, vest,

or are scheduled to expire or automatically vest during the applicable lock-up period, including any

transfer to us for the purpose of satisfying any tax obligations (including withholdings and estimated

tax obligations) or remittance payments due as a result of the grant, vesting, settlement, or exercise of

such restricted stock units, options, warrants, exchange, conversion, or other rights, or in connection

with the conversion of convertible securities, in all such cases of this clause (x) pursuant to equity

awards granted under a stock incentive plan, long-term incentive plan, or other equity award plan or

arrangement, or pursuant to the terms of convertible or exchangeable securities, as applicable, each as

described herein, provided that any securities received by the lock-up party upon such vesting,

settlement, exercise, or conversion must be subject to the terms of a lock-up agreement, (xi) in the case

where the lock-up party is a founder, director, officer, or a current or former employee or consultant, in

“sell to cover” or similar open market transactions to generate such amount of cash to satisfy any

exercise price or tax obligations (including withholdings and estimated tax obligations) or payments

(including estimated payments) due as a result of the grant, vesting, settlement, or exercise of

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restricted stock units, options, warrants, exchange, conversion, or other rights, or in connection with

the conversion of convertible securities or other rights, in all such cases of this clause (xi) pursuant to

equity awards granted under a stock incentive plan, long-term incentive plan, or other equity award

plan or arrangement, each as described herein, provided that any securities retained by the lock-up

party after giving effect to this provision must be subject to the terms of a lock-up agreement, (xii) to

any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to a

lending or similar financing arrangement between such third party (or its affiliates or designees) and

the lock-up party and/or its affiliates, or in the case where the lock-up party is a founder, its estate

planning vehicles, or otherwise in connection with any action by the lock-up party and/or its affiliates

or estate planning vehicles, as applicable, to permit such pledgee to enforce its security interest under

such arrangement by selling, transferring, appropriating, or otherwise disposing of the lock-up

securities, provided that such arrangement is not a hedging transaction or arrangement (including any

short sale, put, call, forward, swap, prepaid variable forward, or other derivative, however described or

defined) designed to or reasonably expected to lead to a disposition or transfer of any of the economic

consequences of ownership of the lock-up securities, and is not part of a plan to effect such a hedge, or

(xiii) as one or more bona fide gifts or charitable contributions (other than in the case where the lock-

up party is a current or former employee or consultant who is not a founder, director, or officer), or, in

the case where the lock-up party is a founder, for bona fide estate planning purposes;

provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v), and, solely with respect to bona fide

gifts or charitable contributions, (xiii) above, such transfer or distribution must not involve a

disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi), (xii), and (xiii) above, it is a

condition to the transfer or distribution that the donee, devisee, transferee, pledgee, or distributee, as

the case may be, must sign and deliver a lock-up agreement, (C) where the lock-up party is not a

founder, in the case of clauses (a)(ii), (iii), (iv), and (v) above, no filing by any party (including, without

limitation, any donor, donee, devisee, transferor, transferee, distributor, or distributee) under the

Exchange Act or other public filing, report, or announcement reporting a reduction in beneficial

ownership of lock-up securities must be required or must be voluntarily made in connection with such

transfer or distribution (other than any required Form 5 filing), and (D) in the case of clauses (a)(i),

(vi), (vii), (viii), (ix), (x), (xi), (xii), and (xiii), or in the case where the lock-up party is a founder, clauses

(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), and (xiii), above, no filing under the

Exchange Act or other public filing, report, or announcement reporting a reduction in beneficial

ownership of lock-up securities must be voluntarily made in connection with such transfer, and if any

such filing, report, or announcement reporting a reduction in beneficial ownership of lock-up securities

is legally required in connection with such transfer during the applicable lock-up period, such filing,

report, or announcement must clearly indicate in the footnotes thereto (x) the circumstances of such

transfer or distribution, and (y) in the case of a transfer or distribution pursuant to clauses (a)(i), (vi),

or (xiii), or in the case where the lock-up party is a founder, clauses (a)(i), (ii), (iii), (iv), (v), (vi), or

(xiii), above, that the donee, devisee, transferee, or distributee has agreed to be bound by a lock-up

agreement;

b.entry into or amendment of a written plan meeting the requirements of Rule 10b5-1 under the

Exchange Act relating to the Transfer of the lock-up securities of the lock-up party, if then permitted by

us, provided that none of the securities subject to such plan may be Transferred until after the

expiration of the applicable lock-up period, except, in the case of our founders, non-founder directors

and officers, and current and former employees and consultants, as otherwise permitted by the

applicable lock-up agreement, and no public filing, report, or announcement under the Exchange Act,

or any other public filing, report, or announcement, must be voluntarily made (whether by or on behalf

of the lock-up party, us, or any other party) regarding, or that otherwise discloses, the establishment or

amendment of such plan during the applicable lock-up period, and if any such filing, report, or

announcement is legally required during the applicable lock-up period, such filing, report, or

announcement must clearly indicate that none of the securities subject to such plan may be

Transferred pursuant to such plan until after the expiration of the applicable lock-up period, except, in

the case of our founders, non-founder directors and officers, and current and former employees and

consultants, as otherwise permitted by the applicable lock-up agreement;

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c.(i) Transfer by the lock-up party of the lock-up securities pursuant to a bona fide third-party tender

offer, merger, consolidation, or other similar transaction that is approved by our board of directors and

made to all our holders of capital stock involving a change of control, provided that in the event that

such tender offer, merger, consolidation, or other similar transaction is not completed, the lock-up

securities must remain subject to the lock-up restrictions, and (ii) entry into any lock-up, voting, or

similar agreement pursuant to which the lock-up party may agree to transfer, sell, tender, or otherwise

dispose of shares of common stock or such other securities convertible into or exercisable or

exchangeable for common stock in connection with a transaction described in clause (i) above;

d.Transfer by the lock-up party of the lock-up securities to us in connection with (i) the conversion of our

outstanding shares of preferred stock into shares of common stock in connection with the

consummation of this offering, or (ii) the conversion, reclassification, redemption, or exchange of any

shares of any class of common stock or lock-up securities into shares of another class of common stock

or lock-up securities, provided that any such shares of common stock or lock-up securities received

upon such conversion, reclassification, redemption, or exchange pursuant to clause (i) or (ii) must be

subject to the terms of a lock-up agreement; and

e.exercise of any option to purchase any lock-up securities pursuant to any of our or our subsidiaries’

stock incentive plan, long-term incentive plan, stock purchase plan, or other equity award plan or

arrangement, each as described herein, on a cash basis, and the receipt by the lock-up party from us of

lock-up securities upon such exercise, provided that the underlying lock-up securities must be subject

to the terms of a lock-up agreement.

Our non-founder directors, officers, and certain current or former employees or consultants of ours have agreed

with the underwriters, or are bound by market standoff agreements with us for the benefit of the underwriters,

such that all of the lock-up securities owned by them are subject to the restrictions described above until the

earlier to occur of (x) 6:00 AM Eastern Time on the second full trading day immediately following the Q1

Earnings Release Date or (y) immediately after the close of the trading day on the 180th Day, subject to

specified early expiration provisions as follows:

a.on or after the commencement of trading of our Class A common stock on the first trading day

following the date of this prospectus, up to 10% of the aggregate number of lock-up securities held by

such lock-up parties as of the last day of the month preceding the month of the date of this prospectus

may be Transferred; and

b.on or after 6:00 AM Eastern Time on the second full trading day immediately following the public

release of our annual financial results (which for this purpose does not include “flash” numbers or

preliminary, partial earnings) for the fiscal year ending December 31, 2026 (the date of such public

release, the “FY26 Earnings Release Date”), up to an additional 35% of lock-up securities held by such

lock-up parties as of the last day of the month preceding the month of the date of this prospectus may

be Transferred.

Certain of our stockholders have agreed with the underwriters, or are bound by market standoff agreements

with us for the benefit of the underwriters, such that all of the lock-up securities owned by them are subject to

the restrictions described above until the earlier to occur of (x) 6:00 AM Eastern Time on the second full

trading day immediately following the Q1 Earnings Release Date or (y) immediately after the close of the

trading day on the 180th Day, subject to specified early expiration provisions as follows:

a.on or after 6:00 AM Eastern Time on each of the dates that are 27 and 48 days, respectively, after the

date of this prospectus, up to 6% of the aggregate number of lock-up securities held by such lock-up

parties as of the date that is seven days prior to the date of this prospectus may be Transferred;

b.on or after 6:00 AM Eastern Time on each of the dates that are 62 and 76 days, respectively, after the

date of this prospectus, up to an additional 7% of the aggregate number of lock-up securities held by

such lock-up parties as of the date that is seven days prior to the date of this prospectus may be

Transferred;

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c.on or after 6:00 AM Eastern Time on the second full trading day immediately following the FY26

Earnings Release Date, up to an additional 12.5% of the aggregate number of lock-up securities held by

such lock-up parties as of the date that is seven days prior to the date of this prospectus may be

Transferred; and

d.on or after 6:00 AM Eastern Time on each of the dates that are 13, 27, 41, 55, and 69 days, respectively,

after the FY26 Earnings Release Date, up to an additional 9.5% of the aggregate number of lock-up

securities held by such lock-up parties as of the date that is seven days prior to the date of this

prospectus may be Transferred.

Certain of our stockholders holding more than 0.5% of our fully diluted shares prior to this offering have agreed

with the underwriters that the lock-up securities owned by them are subject to the restrictions described above

until the earlier to occur of (x) 6:00 AM Eastern Time on the second full trading day immediately following the

public release of our quarterly financial results (which for this purpose does not include “flash” numbers or

preliminary, partial earnings) for the fiscal quarter ending September 30, 2027 (the date of such public release,

the “Q3 Earnings Release Date”), or (y) immediately after the close of the trading day on the 365th day after the

date of this prospectus, subject to specified early expiration provisions as follows:

a.on or after 6:00 AM Eastern Time on each of the dates that are 27 and 48 days, respectively, after the

date of this prospectus, up to 1.8% of the aggregate number of lock-up securities held by such lock-up

parties as of the date that is seven days prior to the date of this prospectus may be Transferred;

b.on or after 6:00 AM Eastern Time on each of the dates that are 62 and 76 days, respectively, after the

date of this prospectus, up to an additional 2.1% of the aggregate number of lock-up securities held by

such lock-up parties as of the date that is seven days prior to the date of this prospectus may be

Transferred;

c.on or after 6:00 AM Eastern Time on the second full trading day immediately following the FY26

Earnings Release Date, up to an additional 3.75% of the aggregate number of lock-up securities held by

such lock-up parties as of the date that is seven days prior to the date of this prospectus may be

Transferred;

d.on or after 6:00 AM Eastern Time on each of the dates that are 13, 27, 41, 55, and 69 days, respectively,

after the FY26 Earnings Release Date, up to an additional 2.85% of the aggregate number of lock-up

securities held by such lock-up parties as of the date that is seven days prior to the date of this

prospectus may be Transferred;

e.on or after the earlier to occur of (i) 6:00 AM Eastern Time on the second full trading day immediately

following the Q1 Earnings Release Date, and (ii) immediately after the close of the trading day on the

180th Day, up to an additional 4.2% of the aggregate number of lock-up securities held by such lock-up

parties as of the date that is seven days prior to the date of this prospectus may be Transferred;

f.on or after 6:00 AM Eastern Time on each of the dates that are 34, 48, 62, and 76 days, respectively,

after the Q1 Earnings Release Date, up to an additional 5.6% of the aggregate number of lock-up

securities held by such lock-up parties as of the date that is seven days prior to the date of this

prospectus may be Transferred;

g.on or after 6:00 AM Eastern Time on the second full trading day immediately following the public

release of our quarterly financial results (which for this purpose does not include “flash” numbers or

preliminary, partial earnings) for the fiscal quarter ending June 30, 2027 (the date of such public

release, the “Q2 Earnings Release Date”), up to an additional 7.0% of the aggregate number of lock-up

securities held by such lock-up parties as of the date that is seven days prior to the date of this

prospectus may be Transferred; and

h.on or after 6:00 AM Eastern Time on each of the dates that are 27, 41, 55, 69, and 83 days, respectively,

after the Q2 Earnings Release Date, up to an additional 6.3% of the aggregate number of lock-up

securities held by such lock-up parties as of the date that is seven days prior to the date of this

prospectus may be Transferred.

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Our founders have agreed with the underwriters that all of the lock-up securities owned by them, other than any

shares of Class A common stock to be sold by them in this offering pursuant to the underwriting agreement, are

subject to the restrictions described above until the earlier to occur of (x) 6:00 AM Eastern Time on the second

full trading day immediately following the Q3 Earnings Release Date, or (y) immediately after the close of the

trading day on the 365th day after the date of this prospectus. Notwithstanding the foregoing, each founder,

together with any other signatories to such founder’s lock-up agreement, may Transfer up to 29% of the

aggregate number of lock-up securities held by them (as allocated among them) as of the last day of the month

preceding the month of the date of this prospectus beginning upon the earlier to occur of (x) 6:00 AM Eastern

Time on the second full trading day immediately following the Q1 Earnings Release Date, and (y) immediately

after the close of the trading day on the 180th Day.

For purposes of the foregoing, (i) if the 180th Day or the 365th day after the date of this prospectus is not a

trading day, references to the close of the trading day on such day refer to the close of the last trading day

immediately preceding such day, and (ii) if any day that is a specified number of days after the date of this

prospectus, the FY26 Earnings Release Date, the Q1 Earnings Release Date, or the Q2 Earnings Release Date is

not a trading day, the applicable Transfer may be made beginning at 6:00 AM Eastern Time on the next trading

day.

The representatives, in their joint discretion, may release the lock-up securities described above in whole or in

part at any time. In certain circumstances, the release of lock-up securities from the lock-up restrictions

described above will trigger a pro rata release of lock-up securities held by certain other holders.

See the section titled “Shares Eligible for Future Sale” for additional information regarding when shares of our

Class A common stock will be available for sale in the public market as a result of the lock-up and market

standoff agreements described above.

We, the selling stockholders, and the underwriters will agree to indemnify each other against certain liabilities,

including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters,

or selling group members, if any, participating in this offering. The representatives may agree to allocate a

number of shares of our Class A common stock to underwriters for sale to their online brokerage account

holders. Internet distributions will be allocated by the representatives to the underwriters that may make

internet distributions on the same basis as other allocations.

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”

Prior to the offering, there has been no public market for our Class A common stock. The initial public offering

price will be determined by negotiations among us, the selling stockholders, and the representatives. Among the

factors to be considered in determining the initial public offering price, in addition to prevailing market

conditions, will be our historical performance, estimates of our and our industry’s business potential and

earnings prospects, an assessment of our management, and the consideration of the above factors in relation to

market valuation of companies in related businesses.

In order to facilitate the offering of our Class A common stock, Morgan Stanley & Co. LLC, acting as

stabilization agent on behalf of the underwriters, may engage in transactions that stabilize, maintain, or

otherwise affect the price of our Class A common stock. Specifically, the underwriter may sell more shares of

Class A common stock than the underwriters are obligated to purchase under the underwriting agreement,

creating a short position. A short sale is covered if the short position is no greater than the number of shares

available for purchase under the over-allotment option. The underwriter can close out a covered short sale by

exercising the over-allotment option or purchasing shares in the open market. In determining the source of

shares to close out a covered short sale, the underwriter will consider, among other things, the open market

price of our Class A common stock compared to the price available under the over-allotment option. The

underwriter may also sell shares of Class A common stock in excess of the over-allotment option, creating a

naked short position. The underwriter must close out any naked short position by purchasing shares of Class A

common stock in the open market. A naked short position is more likely to be created if the underwriter is

concerned that there may be downward pressure on the price of our Class A common stock in the open market

after pricing that could adversely affect investors who purchase shares of Class A common stock in this offering.

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As an additional means of facilitating this offering, the underwriter may bid for, and purchase, shares of Class A

common stock in the open market to stabilize the price of our Class A common stock. These activities may raise

or maintain the market price of our Class A common stock above independent market levels or prevent or slow

a decline in the market price of our Class A common stock. The underwriter is not required to engage in these

activities and may end any of these activities at any time.

The underwriters may offer and sell the shares of common stock through certain of their affiliates or other

registered broker-dealers or selling agents.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and

commissions, will be approximately $ . We will agree to reimburse the underwriters for certain Financial

Industry Regulatory Authority-related expenses incurred by them in connection with the offering in an amount

up to $ .

We, the selling stockholders, and the underwriters will agree to indemnify each other against certain liabilities,

including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters,

or selling group members, if any, participating in this offering. The representatives may agree to allocate a

number of shares of our Class A common stock to underwriters for sale to their online brokerage account

holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet

distributions on the same basis as other allocations.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various

activities, which may include sales and trading, commercial and investment banking, advisory, investment

management, investment research, principal investment, hedging, market making, brokerage, and other

financial and non-financial activities and services. Certain of the underwriters and their respective affiliates

have provided, and may in the future provide, a variety of these services to us and to persons and entities with

relationships with us, such as our executive officers, co-founders, and directors, for which they received or will

receive customary fees and expenses. Certain of the underwriters and their respective affiliates have in the past

been, are currently, and may in the future be, our customers in arm’s length transactions. In addition, an

affiliate of Morgan Stanley & Co. LLC serves as administrative agent, collateral agent, lead left arranger, joint

bookrunner, and syndication agent; Barclays Bank PLC, an affiliate of Barclays Capital Inc., and affiliates of

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo

Securities, LLC serve as joint lead arrangers, joint bookrunners, and syndication agents; affiliates of BofA

Securities, Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and UBS Securities LLC serve as

joint lead arrangers, joint bookrunners, and documentation agents; and affiliates of BMO Capital Markets

Corp., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC, MUFG

Securities Americas Inc., and TD Securities (USA) LLC serve as joint lead arrangers and joint bookrunners

under our A&R Credit Agreement.

Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas Securities, LLC in the

offering described herein. Bernstein Institutional Services LLC and certain of its affiliates may provide investor

feedback, research, market sounding, block monitoring, market intelligence, historical market or trading

information, and origination and deal execution support to SG Americas Securities, LLC in connection with this

offering and may also provide such services in the general course of business.

In addition, in the ordinary course of their various business activities, the underwriters and their respective

affiliates, officers, directors, and employees may purchase, sell, or hold a broad array of investments and

actively trade securities, derivatives, loans, commodities, currencies, credit default swaps, and other financial

instruments for their own account and for the accounts of their customers, and such investment and trading

activities may involve or relate to assets, securities, and/or instruments of us or our affiliates (directly, as

collateral securing other obligations or otherwise). The underwriters and their respective affiliates may also

make independent investment recommendations, market color or trading ideas, and/or publish or express

independent research views in respect of such assets, securities, or instruments, and may at any time hold, or

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recommend to clients that they should acquire, long and/or short positions in such assets, securities, and

instruments.

Offerings Outside the United States

This offering includes public offerings in Australia, Canada, certain member states of the European Economic

Area, Japan, Switzerland, and the United Kingdom. We do not currently intend to list our Class A common

stock on any exchange in such jurisdictions. If we choose to terminate a public offering in any international

jurisdiction prior to the completion of this offering, the shares that would otherwise have been allocated for sale

in such international jurisdiction are expected to be reallocated to the offerings in the remaining jurisdictions,

including the United States, and thus the total size of this offering is not expected to change in the event of such

termination.

Subject to applicable law, the underwriters may offer shares of our Class A common stock outside of the United

States, Australia, Canada, the European Economic Area, Japan, Switzerland, and the United Kingdom. The

underwriters may use one or more affiliates in order to offer and sell shares outside of the United States. No

shares of our Class A common stock will be offered or sold in any jurisdiction except by or through brokers or

dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where any

exemption from such registration requirements is available.

Persons into whose possession this prospectus comes are advised to inform themselves about and to observe

any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not

constitute an offer to sell or a solicitation of an offer to buy any shares of our Class A common stock offered by

this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Selling Restrictions

Barclays Bank PLC is not a broker-dealer registered with the SEC. Therefore, to the extent that Barclays Bank

PLC intends to effect any sales of any shares of Class A common stock in the United States, it will do so through

its SEC-registered broker-dealer affiliate in the United States, Barclays Capital Inc., in compliance with

applicable U.S. laws and regulations and as permitted by FINRA regulations.

Argentina

The shares of Class A common stock are not authorized for public offering in Argentina by the Comisión

Nacional de Valores pursuant to Argentine Public Offering Law No. 17,811, as amended, and they shall not be

sold publicly. Therefore, any transaction carried out in Argentina must be made privately.

Australia

This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document

under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the

information required for a prospectus, product disclosure statement or other disclosure document under the

Corporations Act.

Any offer in Australia of the shares of Class A common stock made pursuant to this prospectus may only be

made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section

708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the

Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the

Corporations Act so that it is lawful to offer the shares of Class A common stock without disclosure to investors

under Chapter 6D of the Corporations Act.

The shares of Class A common stock applied for by Exempt Investors in Australia pursuant to this prospectus

must not be offered for sale in Australia in the period of 12 months after the date of allotment under the

offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would

not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise, or where the

offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person

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acquiring the shares of Class A common stock pursuant to this prospectus must observe such Australian on-sale

restrictions.

The public offering in Australia will be made pursuant to a separate prospectus (“Australian Prospectus”) which

complies with the requirements of the Corporations Act and will be lodged with the Australian Securities and

Investments Commission. Any non-Exempt Investor who wishes to participate in the offering must apply

pursuant to the Australian Prospectus, through an application form which accompanies the Australian

Prospectus.

This prospectus contains general information only and does not take account of the investment objectives,

financial situation or particular needs of any particular person. It does not contain any securities

recommendations or financial product advice. Before making an investment decision, investors need to

consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances

and, if necessary, seek expert advice on those matters.

Brazil

The offer and sale of the shares of Class A common stock have not been and will not be registered with the

Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) and, therefore, will not be

carried out by any means that would constitute a public offering in Brazil under CVM Resolution No. 160, dated

13 July 2022, as amended, or unauthorized distribution under Brazilian laws and regulations. The shares of

Class A common stock will be authorized for trading on organized non-Brazilian securities markets and may

only be offered to Brazilian Professional Investors (as defined by applicable CVM regulation), who may only

acquire the shares of Class A common stock through a non-Brazilian account, with settlement outside Brazil in

non-Brazilian currency. The trading of the shares of Class A common stock on regulated securities markets in

Brazil is prohibited.

Chile

The shares of Class A common stock offered by this prospectus are not registered in the Securities Registry

(Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission

(Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the

offer of the shares of Class A common stock do not constitute a public offer of, or an invitation to subscribe for

or purchase, the shares of Class A common stock in the Republic of Chile, other than to individually identified

purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act

(Ley de Mercado de Valores) (an offer that is not “addressed to the public at large or to a certain sector or

specific group of the public”).

Colombia

The shares of Class A common stock have not been and will not be registered with the Colombian National

Registry of Securities and Issuers (Registro Nacional de Valores y Emisores - RNVE) maintained by the

Financial Superintendence of Colombia (Superintendencia Financiera de Colombia; the “SFC”) and, therefore,

the shares of Class A common stock may not be publicly offered or delivered in Colombia. However, the shares

of Class A common stock may be offered in Colombia under Colombian law pursuant to the private placement

exemption set forth in the Colombian regulation (Decree 2555 of 2010), in accordance with which an offering

shall be deemed a private placement if it is addressed to fewer than one hundred (100) specific persons (article

6.1.1.1.1, Decree 2555 of 2010). These materials are solely our responsibility and have not been reviewed or

authorized by the SFC and may not be publicly distributed in Colombia. In making an investment decision, all

investors, including any Colombian investor who may acquire shares of our Class A common stock from time to

time, must rely on their own examination of the terms of the offering and shares of our Class A common stock,

including the merits and risks involved.

Dubai

This prospectus relates to an “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai

Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type

specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other

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person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt

Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein

and has no responsibility for the prospectus. The shares of Class A common stock to which this prospectus

relates may be illiquid or subject to restrictions on their resale. Prospective purchasers of the shares of Class A

common stock should conduct their own due diligence on the shares of Class A common stock. If you do not

understand the contents of this prospectus, you should consult an authorized financial advisor.

European Economic Area

In certain Member States of the European Economic Area (each, a “Covered EEA Country”), we will offer a

certain number of shares of our Class A common stock to persons which are not qualified investors as defined

under Article 2 of the Prospectus Regulation (the “European retail offering”) pursuant to a separate prospectus,

which complies with the requirements of the Prospectus Regulation and is expected to be approved by a

national competent authority of a Covered EEA Country in accordance with the Prospectus Regulation (the

“European prospectus”).

In relation to each Member State of the European Economic Area (each, a “Relevant State”), no shares of Class

A common stock have been offered or will be offered in that Relevant State, except for (i) the European retail

offering in the Covered EEA Countries contemplated by the European prospectus and (ii) with respect to any

other shares of our Class A common stock which are not offered in the European retail offering in any Relevant

State at any time under the following exemptions under the Prospectus Regulation:

(a)to any person which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b)to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus

Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no

such offer of shares of Class A common stock shall require us or any underwriter to publish a

prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to

Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom

any offer is made will be deemed to have represented, acknowledged, and agreed to and with each of

the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares of Class A common stock being offered to a financial intermediary as that term is used

in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented,

acknowledged, and agreed that the shares acquired by it in the offer have not been acquired on a

nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons

in circumstances which may give rise to an offer of any shares of Class A common stock to the public other than

their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior

consent of the representatives has been obtained to each such proposed offer or resale. The company, the

underwriters and their affiliates, and others will rely upon the truth and accuracy of the foregoing

representation, warranty, and agreement.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of Class A

common stock in any Member State means the communication in any form and by means of sufficient

information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an

investor to decide to purchase shares of Class A common stock, and the expression “Prospectus Regulation”

means Regulation (EU) 2017/1129 (as amended).

India

This prospectus has not been and will not be registered as a prospectus with any registrar of companies in

India. This prospectus has not been and will not be reviewed or approved by any regulatory authority in India,

including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange

in India. This prospectus and this offering of the shares of Class A common stock are not and should not be

construed as an invitation, offer or sale of any securities to the public in India. Other than in compliance with

the private placement exemptions under applicable laws and regulations in India, including the Companies Act,

2013, as amended, the shares of Class A common stock have not been, and will not be, offered or sold to the

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public or any member of the public in India. This prospectus is strictly personal to the recipient and neither this

prospectus nor the offering of the shares of Class A common stock is calculated to result, directly or indirectly,

in the shares of Class A common stock becoming available for subscription or purchase by persons other than

those receiving the invitation or offer. Each investor is deemed to have acknowledged, represented and agreed

that it is eligible to invest in the shares of Class A common stock under applicable laws, rules and regulations in

India, without the requirement to obtain any prior approval, and that it is not prohibited or prevented under

any law, rule or regulation in India from acquiring, owning or selling the shares of Class A common stock.

Indonesia

This prospectus does not, and is not intended to, constitute a public offering in Indonesia under Law Number 8

of 1995 regarding Capital Market. This prospectus may not be distributed in the Republic of Indonesia and the

shares of Class A common stock may not be offered or sold in the Republic of Indonesia or to Indonesian

citizens wherever they are domiciled, or to Indonesian residents, in a manner which constitutes a public

offering under the laws of the Republic of Indonesia.

Israel

In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of Class A

common stock under the Israeli Securities Law, 5728-1968, which requires a prospectus to be published and

authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli

Securities Law, 5728-1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than

35 investors, subject to certain conditions (the “Addressed Investors”), or (ii) the offer is made, distributed or

directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728-1968,

subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into account

in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35

Addressed Investors. We have not and will not take any action that would require it to publish a prospectus in

accordance with and subject to the Israeli Securities Law, 5728-1968. We have not and will not distribute this

prospectus or make, distribute or direct an offer to subscribe for our Class A common stock to any person

within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set out in the First

Addendum to the Israeli Securities Law, 5728-1968. In particular, we may request, as a condition to be offered

shares of Class A common stock, that Qualified Investors will each represent, warrant and certify to us and/or

to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First

Addendum to the Israeli Securities Law, 5728-1968; (ii) which of the categories listed in the First Addendum to

the Israeli Securities Law, 5728-1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by

all provisions set forth in the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder in

connection with the offer to be issued shares of Class A common stock; (iv) that the shares of Class A common

stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728-1968: (a)

for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of

Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728-1968; and (v) that it is

willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit

written evidence in respect of their identity and may have to sign and submit a declaration containing, inter

alia, the Addressed Investor’s name, address and passport number or Israeli identification number.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of shares of Class A

common stock offered by this prospectus has been or will be registered with the Securities Commission of

Malaysia (the “Malaysian Commission”) for the Malaysian Commission’s approval pursuant to the Capital

Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection

with the offer or sale, or invitation for subscription or purchase, of the shares of Class A common stock may not

be circulated or distributed, nor may the shares of Class A common stock be offered or sold, or be made the

subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other

than (i) a closed-end fund approved by the Malaysian Commission; (ii) a holder of a Capital Markets Services

License; (iii) a person who acquires shares of Class A common stock, as principal, if the offer is on terms that

the shares of Class A common stock may only be acquired at a consideration of not less than RM250,000 (or its

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equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total

net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding

the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding

RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an

individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in

foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets

exceeding RM10 million (or its equivalent in foreign currencies) based on the last audited accounts; (viii) a

partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank

licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an

Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010;

and (xi) any other person as may be specified by the Malaysian Commission; provided that, in each of the

preceding categories (i) to (xi), the distribution of the shares of Class A common stock is made by a holder of a

Capital Markets Services License who carries on the business of dealing in securities. The distribution in

Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be

used for the purpose of a public offering or an issue, offer for subscription or purchase, or invitation to

subscribe for or purchase any securities requiring the registration of a prospectus with the Malaysian

Commission under the Capital Markets and Services Act 2007.

Mexico

The shares of Class A common stock have not been and will not be registered with the Mexican National

Securities Registry (Registro Nacional de Valores or the “RNV”) maintained by the Mexican National Banking

and Securities Commission (Comisión Nacional Bancaria y de Valores, or the “CNBV”), and therefore, may not

be offered or sold publicly in Mexico or otherwise be subject to intermediation activities in Mexico. However,

the shares of Class A common stock may only be offered and sold in Mexico on a private placement basis to

investors that qualify as institutional or qualified investors pursuant to the private placement exemption set

forth in Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations

thereunder. The information contained in this prospectus is solely our responsibility and has not been reviewed

or authorized by the CNBV and may not be publicly distributed in Mexico. In making an investment decision,

all investors, including any Mexican investor, who may acquire the shares of Class A common stock from time

to time, must rely on their own examination of us and the terms of this offering and the shares of Class A

common stock, including the merits and risks involved.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under

the Financial Markets Conduct Act 2013 (the “FMC Act”). The shares of Class A common stock may only be

offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person

who:

•is an investment business within the meaning of clause 37 of Schedule I of the FMC Act;

•meets the investment activity criteria in clause 38 of Schedule I of the FMC Act;

•is large within the meaning of clause 39 of Schedule I of the FMC Act;

•is a government agency within the meaning of clause 40 of Schedule I of the FMC Act; or

•is an eligible investor within the meaning of clause 41 of Schedule I of the FMC Act.

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Peru

The shares of Class A common stock and the information contained herein are not being publicly marketed or

offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. Peruvian

securities laws and regulations on public offerings will not be applicable to this offering and therefore, the

disclosure obligations set forth therein will not be applicable to the company or the sellers of the shares of Class

A common stock before or after their acquisition by prospective investors. The shares of Class A common stock

and the information contained herein have not been and will not be reviewed, confirmed, approved or in any

way submitted to the Superintendencia del Mercado de Valores (Peruvian capital market regulator) (the

“SMV”), nor have they been registered with the SMV’s Securities Market Public Registry (Registro Público del

Mercado de Valores). Accordingly, the shares of Class A common stock cannot be offered or sold within

Peruvian territory except to the extent any such offering or sale qualifies as a private offering under Peruvian

law and regulations and complies with the provisions on private offerings set forth therein.

Philippines

The shares of Class A common stock being offered or sold have not been and will not be registered with the

Philippine Securities and Exchange Commission under the Securities Regulation Code of the Philippines (the

“SRC”). Any future offer or sale of the shares of Class A common stock within the Philippines is subject to the

registration requirements under the SRC unless such offer or sale qualifies as a transaction exempt from the

registration under the SRC.

Accordingly, this prospectus, and any other document or material in connection with the offer or sale, or

invitation for subscription or purchase of the shares of Class A common stock, may not be circulated or

distributed in the Philippines, and the shares of Class A common stock may not be offered or sold, or be made

the subject of an invitation for subscription or purchase, to persons in the Philippines, other than (i) to qualified

investors in transactions that are exempt from the registration requirements of the SRC; and (ii) by persons

licensed to make such offers or sales in the Philippines.

Qatar

In the State of Qatar, the offer contained in this prospectus is made on an exclusive basis to the specifically

intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way

be construed as a general offer for the sale of the shares of Class A common stock to the public or an attempt to

do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the

underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial

Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this

prospectus shall only be shared with any third parties in the State of Qatar on a need to know basis for the

purpose of evaluating the offering. Any distribution of this prospectus by the recipient to third parties in the

State of Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Saudi Arabia

This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted

under the Rules on the Offer of Securities and Continuing Obligations Regulations as issued by the board of the

Saudi Arabian Capital Market Authority (the “CMA”) pursuant to resolution number 3-123-2017 dated 27

December 2017, as amended. The CMA does not make any representation as to the accuracy or completeness of

this prospectus and expressly disclaims any liability whatsoever for any loss arising from, or incurred in

reliance upon, any part of this prospectus. Prospective purchasers of the shares of Class A common stock

offered hereby should conduct their own due diligence on the accuracy of the information relating to the shares

of Class A common stock. If you do not understand the contents of this prospectus, you should consult an

authorized financial adviser.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,

the shares of Class A common stock may not be offered or sold, or made the subject of an invitation for

subscription or purchase, nor may this prospectus or any other document or material in connection with the

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offer or sale, or invitation for subscription or purchase of the shares of Class A common stock be circulated,

whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined

in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time

(the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the

SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

South Africa

Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in

the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies

Act”)) is being made in connection with the issue of the shares of Class A common stock in South Africa.

Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is

defined in the South African Companies Act) prepared and registered under the South African Companies Act

and has not been approved by, and/or filed with, the South African Companies and Intellectual Property

Commission or any other regulatory authority in South Africa. The shares of Class A common stock are not

offered, and the offer should not be transferred, sold, renounced, or delivered in South Africa or to a person

with an address in South Africa, unless one or other of the following exemptions stipulated in section 96(1)

applies:

Section 96(1)(a) the offer, transfer, sale, renunciation or delivery is to:

i.persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as

principal or agent;

ii.the South African Public Investment Corporation;

iii.persons or entities regulated by the Reserve Bank of South Africa;

iv.authorized financial service providers under South African law;

v.financial institutions recognized as such under South African law;

vi.a wholly owned subsidiary of any person or entity contemplated in (iii), (iv) or (v), acting as agent in

the capacity of an authorized portfolio manager for a pension fund, or as manager for a collective

investment scheme (in each case duly registered as such under South African law); or

vii.any combination of the persons in (i) to (vi);

Section 96(1)(b) the total contemplated acquisition cost of the shares of Class A common stock, for any single

addressee acting as a principal is equal to or greater than ZAR 1,000,000 or such higher amount as may be

promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South

African Companies Act.

Information made available in this prospectus should not be considered as “advice” as defined in the South

African Financial Advisory and Intermediary Services Act 2002.

South Korea

The shares of Class A common stock offered by this prospectus have not been and will not be registered under

the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations

thereunder (the “FSCMA”), and the shares of Class A common stock have been and will be offered in Korea as a

private placement under the FSCMA. Except in connection with the aforementioned private placement and

except as otherwise permitted under the applicable laws and regulations of Korea, including the FSCMA and the

Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”), none of

the shares of Class A common stock may be offered, sold or delivered, directly or indirectly, or offered or sold to

any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea. The shares of

Class A common stock have not been listed on any of securities exchanges in the world including, without

limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares of Class A common stock

will comply with all applicable regulatory requirements (including but not limited to requirements under the

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FETL) in connection with the purchase of shares of Class A common stock. By the purchase of shares of Class A

common stock, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a

resident of Korea, it purchased the shares of Class A common stock pursuant to the applicable laws and

regulations of Korea.

Switzerland

Except pursuant to the Swiss public offering described in the European prospectus approved by the German

Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – Bafin) and filed

with a Swiss prospectus office for automatic acceptance in accordance with Article 54(2) of the Swiss Financial

Services Act (“FinSA”), the shares of Class A common stock may not be publicly offered in Switzerland. In

addition, our Class A common stock will not be listed on any trading venue in Switzerland.

Other than in the context of the Swiss public offering described above, the shares of Class A common stock may

only be offered, sold or advertised, directly or indirectly, in or into Switzerland to any investor that qualifies as a

professional client within the meaning of the FinSA.

This document does not constitute a prospectus within the meaning of the FinSA and has not been and will not

be filed with, or reviewed or approved by, a Swiss review body pursuant to Article 51 FinSA. This document may

not be publicly distributed or otherwise made publicly available in Switzerland.

Taiwan

The shares of Class A common stock have not been and will not be registered with the Financial Supervisory

Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or

offered within Taiwan through a public offering or in circumstances which constitute an offer within the

meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial

Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice

regarding or otherwise intermediate the offering and sale of the shares of Class A common stock in Taiwan.

Thailand

This prospectus does not, and is not intended to, constitute a public offering in Thailand. The shares of Class A

common stock may not be offered or sold to persons in Thailand, unless such offering is made under the

exemptions from approval and filing requirements under applicable laws, or under circumstances which do not

constitute an offer for sale of the shares of Class A common stock to the public for the purposes of the Securities

and Exchange Act of 1992 of Thailand, nor require approval from the Office of the Securities and Exchange

Commission of Thailand.

United Arab Emirates

The shares of Class A common stock have not been, and are not being, publicly offered, sold, promoted or

advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in

compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre)

governing the issue, offering and sale of the shares of Class A common stock. Further, this prospectus does not

constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial

Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the

Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services

Regulatory Authority or the Dubai Financial Services Authority.

United Kingdom

This prospectus has been prepared on the basis that: (i) any offering of the shares of Class A common stock

which are the subject of this prospectus to the public in the United Kingdom falls within one or more of the

exceptions specified in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024

(the “POATRs”); and (ii) the shares of Class A common stock which are the subject of this prospectus will not be

admitted to trading on a regulated market in the United Kingdom for the purposes of Rule 1.4.1 of the

Prospectus Rules: Admission to Trading on a Regulated Market sourcebook forming part of the Financial

Conduct Authority’s Handbook of Rules and Guidance (the “PRM”). Accordingly, there will not be a prospectus

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(as defined in the POATRs) prepared or published for the purposes of the POATRs or the PRM in connection

with this offering. This prospectus does not constitute a prospectus for the purposes of the POATRs or the PRM.

Each underwriter has represented and agreed that it has not made and will not make an offer of the shares of

Class A common stock which are the subject of this prospectus to the public in the United Kingdom, unless such

offer is of a kind specified in Part 1 of Schedule 1 to the POATRs (other than paragraph 6 of Part 1 of Schedule 1

to the POATRs) or the offer is of a kind that consists entirely of a combination of two or more of the kinds of

offer specified in Part 1 of Schedule 1 to the POATRs (other than paragraph 6 of Part 1 of Schedule 1 to the

POATRs).

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of Class A

common stock in the United Kingdom means the communication in any form and by any means of sufficient

information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an

investor to decide to buy or subscribe for the shares of Class A common stock.

Each underwriter has represented and agreed that it has only communicated or caused to be communicated,

and will only communicate or cause to be communicated, any invitation or inducement to engage in investment

activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in

connection with the issue or sale of the shares of Class A common stock in circumstances in which section 21(1)

of FSMA does not apply.

This prospectus is only for distribution to and directed at: (a) in the United Kingdom: (i) persons having

professional experience in matters relating to investments falling within article 19(5) of the Financial Services

and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) high net worth

entities falling within article 49(2)(a) to (d) of the Order; and (iii) persons to whom an invitation or inducement

to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale

of any shares of Class A common stock may otherwise lawfully be communicated or caused to be

communicated; and (b) persons who are outside the United Kingdom or to whom this prospectus may

otherwise be distributed and directed in compliance with all applicable laws and regulations (all such persons

together being referred to as “Relevant Persons”). Shares of Class A common stock will only be available to, and

any invitation, offer, or agreement to subscribe for, purchase, or otherwise acquire such shares of Class A

common stock will only be made to or with, Relevant Persons. Any person who is not a Relevant Person should

not act or rely on this prospectus or any of its contents.

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Legal Matters

Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, which has acted as our counsel in connection with

this offering, will pass upon the validity of the shares of our Class A common stock being offered by this

prospectus. Certain members of, and investment partnerships comprised of members of, and persons

associated with, Wilson Sonsini Goodrich & Rosati, P.C., directly or indirectly own less than 0.01% of our

outstanding capital stock. Certain legal matters in connection with this offering will be passed upon for the

underwriters by Freshfields US LLP, Redwood City, California. Orrick, Herrington & Sutcliffe LLP acted as our

counsel with respect to certain executive compensation and equity matters. The Long-Term Benefit Trust’s

principal legal counsel, John Morley, and Cleary Gottlieb Steen & Hamilton LLP served as legal advisors to the

LTBT in connection with certain governance matters set forth in this prospectus. Cravath, Swaine & Moore LLP

served as legal advisor to the co-founders in connection with certain governance matters set forth in this

prospectus.

Change in Independent Accountant

On October 30, 2025, we engaged Ernst & Young LLP as our independent registered public accounting firm to

audit our consolidated financial statements as of and for the year ended December 31, 2025, and dismissed

Grant Thornton LLP as our independent registered public accounting firm, in each case as ratified by our board

of directors.

The report of Grant Thornton LLP on our consolidated financial statements as of and for the years ended

December 31, 2023 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion, and

was not qualified or modified as to uncertainties, audit scope, or accounting principles.

During the years ended December 31, 2023 and December 31, 2024, and through the period ended October 30,

2025, there were:

•no “disagreements” as such term is defined in Item 304(a)(1)(iv) of Regulation S-K with Grant

Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, or

auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused

Grant Thornton LLP to make reference in connection with its opinion to the subject matter of the

disagreement.

•no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

We have provided Grant Thornton LLP with a copy of the foregoing disclosures and have requested that Grant

Thornton LLP furnish us with a letter addressed to the SEC stating whether it agrees with the statements made

by us as set forth above. A copy of Grant Thornton LLP’s letter, dated October 26, 2026, is filed as Exhibit 16.1

to the registration statement of which this prospectus forms a part.

During the years ended December 31, 2023 and December 31, 2024, and through the period ended October 30,

2025, neither we, nor anyone acting on our behalf, consulted with Ernst & Young LLP on matters that involved

the application of accounting principles to a specified transaction, either completed or proposed, the type of

audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a

disagreement as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item

304 of Regulation S-K or a reportable event as that term is used in Item 304(a)(1)(v) and the related

instructions to Item 304 of Regulation S-K.

Experts

The consolidated financial statements as of December 31, 2024 and for the years ended December 31, 2023 and

2024, included in this prospectus and elsewhere in the registration statement have been so included in reliance

upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said

firm as experts in accounting and auditing.

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The consolidated financial statements of Anthropic, PBC at December 31, 2025, and for the year then ended,

appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP,

independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein,

and are included in reliance upon such report given on the authority of such firm as experts in accounting and

auditing.

Where You Can Find Additional Information

We have submitted with the SEC a registration statement on Form S-1 under the Securities Act with respect to

the shares of our Class A common stock offered by this prospectus. This prospectus, which constitutes a part of

the registration statement, does not contain all of the information set forth in the registration statement, some

of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the

SEC. For further information with respect to us and our Class A common stock, we refer you to the registration

statement, including the exhibits filed as a part of the registration statement. Statements contained in this

prospectus concerning the contents of any contract or any other document are not necessarily complete. If a

contract or document has been filed as an exhibit to the registration statement, please see the copy of the

contract or document that has been filed. Each statement in this prospectus relating to a contract or document

filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains a website that contains

reports, proxy and information statements, and other information about issuers, like us, that file electronically

with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the

Exchange Act and, in accordance therewith, will file periodic reports, proxy statements, and other information

with the SEC. We also maintain a website at www.anthropic.com. Upon completion of this offering, you may

access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or

furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of

our website address in this prospectus is an inactive textual reference only.

F-1

Table of Contents

Anthropic, PBC

Index to Consolidated Financial Statements

Table of Contents

	Page
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-7
Consolidated Statements of Comprehensive Loss	F-8
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	F-9
Consolidated Statements of Cash Flows	F-12
Notes to Consolidated Financial Statements	F-14

F-2

Table of Contents

Report Of Independent Registered Public

Accounting Firm

To the Stockholders and the Board of Directors of Anthropic, PBC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Anthropic, PBC (the Company) as of

December 31, 2025, the related consolidated statement of operations, comprehensive loss, redeemable

convertible preferred stock and stockholders’ deficit and cash flows for the year then ended, and the related

notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at December

31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to

express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to

be independent with respect to the Company in accordance with the U.S. federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud. The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

statements. Our audit also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the

financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

F-3

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	Loss Contingencies
Description of the Matter	As further described in Note 13 to the consolidated financial statements, the Company is involved in various legal claims, proceedings and other regulatory and administrative proceedings, certain of which may include claims for substantial or indeterminate amounts of damages. The Company’s assessment of loss contingency matters requires significant judgment in determining both the likelihood and estimated amount of potential losses. Auditing the Company’s accounting for and disclosure of certain loss contingencies was especially challenging due to the significant judgment required to evaluate management’s assessments of the probability of loss and its estimate of the potential amounts or range of such losses.
How We Addressed the Matter in Our Audit	We performed audit procedures that included, among others, obtaining an understanding of the identification and evaluation of loss contingencies, including the Company’s assessment of the likelihood that a loss will be incurred and its ability to reasonably estimate the loss or range of possible losses. We read the Company’s board minutes, requested and received legal counsel confirmation letters, met with legal counsel to discuss the nature of certain matters and obtained representations from management on these matters. We also evaluated the appropriateness of the related disclosures included in the consolidated financial statements.
	Fair Value of Convertible Notes
Description of the Matter	The Company accounts for its convertible promissory notes at fair value. As discussed in Note 4 to the consolidated financial statements, the estimated fair value of convertible promissory notes as of December 31, 2025, was $41.7 billion and the recognized loss for the change in the fair value of the convertible promissory notes for the year ended December 31, 2025, was $34.5 billion. The Company estimated the fair value of the convertible promissory notes using a hybrid approach comprising a contingent claims analysis method and a common stock equivalent method which involved the use of complex and subjective estimates, judgments and assumptions. Auditing the Company’s estimated fair value of convertible notes was especially challenging due to the significant judgment required to assess management’s selection of the valuation methodology, determination of the relative weight applied to the contingent claims analysis and the common stock equivalent methods, which involved key judgments and assumptions, including the Company’s stage of development, likelihood of an initial public offering (IPO), need for and terms of financings, and secondary and other market transactions. The estimated fair value of the convertible notes is particularly sensitive to changes in the relative weight applied to the two valuation methods.
How We Addressed the Matter in Our Audit	We performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the key judgments and assumptions noted above used by the Company’s valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the key judgments and assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and the key judgments and assumptions. Specifically, we focused on the Company’s determination of the relative weight applied to the contingent claims analysis and common stock equivalent methods and the key judgments and assumptions that affected the weighting. For example, we evaluated the stage of the Company’s development, inspected the Company’s written plans and internal presentations relating to an IPO process, and evaluated secondary and other market transactions during the period and their impact on the relative weight applied to the two valuation methods by the Company.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2025.

San Jose, California

June 1, 2026, except for the effects of the stock split described in Note 1, which is as of September 30, 2026

F-4

Table of Contents

Report Of Independent Registered Public

Accounting Firm

Board of Directors and Stockholders

Anthropic, PBC

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Anthropic, PBC (a Delaware public benefit

corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of

operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash

flows for each of the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as

the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its

operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting

principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our

responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud. The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

statements. Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor from 2023 to 2025.

San Francisco, California

June 1, 2026 (except for the effects of the stock split described in Note 1, as to which the date is September 30,

2026)

F-5

Table of Contents

Anthropic, PBC

Consolidated Balance Sheets

(In millions, except share amounts which are in thousands, and per share data)

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$ 3,141		$ 17,388		$ 112,389
Short-term investments	—		2,889		19,262
Accounts receivable, net	95		909		5,833
Prepaid expenses and other current assets	2,076		2,560		496
Total current assets	5,312		23,746		137,980
Restricted cash	13		13		2,529
Property and equipment, net	19		146		1,187
Operating lease right-of-use assets	35		126		1,157
Goodwill	—		154		576
Other assets, noncurrent	2,373		476		3,929
Total assets	$ 7,752		$ 24,661		$ 147,358
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current liabilities:
Accounts payable, accrued expenses, and other current liabilities	$ 333		$ 2,511		$ 5,422
Operating lease liabilities, current	13		37		148
Deferred revenue	28		269		1,650
Total current liabilities	374		2,817		7,220
Operating lease liabilities, noncurrent	39		80		931
Convertible notes payable	14,116		41,677		108,566
Other noncurrent liabilities	150		823		750
Total liabilities	14,679		45,397		117,467
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock, $0.00001 par value; 360,995, 728,289, and 1,040,441 shares authorized as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively; 220,219, 544,322, and 853,394 shares issued and outstanding as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively; aggregate liquidation preference of $2,874, $24,646, and $136,286 as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively	2,874		29,769		157,510

F-6

Table of Contents

Anthropic, PBC

Consolidated Balance Sheets (continued)

(In millions, except share amounts which are in thousands, and per share data)

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Stockholders’ deficit:
Class A common stock, $0.00001 par value; 6,319,705, 8,162,757, and 10,991,000 shares authorized as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively; 1,779,060, 1,901,267, and 2,157,398 shares issued and outstanding as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively	—		—		—
Class N common stock, $0.00001 par value; 2,148,900, 5,547,243, and 7,044,000 shares authorized as of December 31, 2024 and 2025 and June 30, 2026 (unaudited), respectively; no shares issued and outstanding as of December 31, 2024 and 2025, and 30,643 shares issued and outstanding as of June 30, 2026 (unaudited)	—		—		—
Class T common stock, $0.00001 par value; 0 shares authorized and issued as of December 31, 2024 and 2025 and June 30, 2026 (unaudited)	—		—		—
Additional paid-in capital	239		1,644		5,336
Accumulated other comprehensive income (loss)	—		5		(53)
Accumulated deficit	(10,040)		(52,154)		(132,902)
Total stockholders’ deficit	(9,801)		(50,505)		(127,619)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$ 7,752		$ 24,661		$ 147,358

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Table of Contents

Anthropic, PBC

Consolidated Statements of Operations

(In millions, except share amounts which are in thousands, and per share data)

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Revenue	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286
Operating expenses:
Compute and infrastructure	433		2,522		7,326		2,334		8,945
Personnel	95		454		1,839		538		3,152
Bartz settlement	—		—		1,500		—		—
Sales, marketing, and partnerships	2		43		568		120		3,168
Other operating and administrative	62		347		1,412		306		1,714
Total operating expenses	592		3,366		12,645		3,298		16,979
Operating loss	(551)		(2,980)		(8,060)		(2,135)		(693)
Interest income	69		106		431		115		1,111
Change in fair value of convertible notes, derivative liabilities, and SAFEs	(1,045)		(5,434)		(34,308)		(10,942)		(72,388)
Other income (expense), net	(2)		—		(8)		—		(8,757)
Total other income (expense), net	(978)		(5,328)		(33,885)		(10,827)		(80,034)
Loss before provision for income taxes	(1,529)		(8,308)		(41,945)		(12,962)		(80,727)
Provision for income taxes	2		1		20		7		21
Net loss	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Net loss per share attributable to common stockholders, basic and diluted	$ (1.42)		$ (5.43)		$ (23.04)		$ (7.25)		$ (39.88)
Weighted-average shares outstanding, basic and diluted	1,076,881		1,528,995		1,821,085		1,788,731		2,024,973

The accompanying notes are an integral part of these consolidated financial statements.

F-8

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Anthropic, PBC

Consolidated Statements of Comprehensive Loss

(In millions)

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Net loss	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securities, net of tax	—		—		4		—		(49)
Foreign currency translation adjustments	—		—		1		1		(9)
Other comprehensive income (loss)	—		—		5		1		(58)
Comprehensive loss	$ (1,531)		$ (8,309)		$ (41,960)		$ (12,968)		$ (80,806)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

Table of Contents

Anthropic, PBC

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(In millions, except share amounts which are in thousands)

	Redeemable convertible preferred stock				Class A common stock				Class N common stock				Class T common stock				Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance as of December 31, 2022	136,005		$ 1,106		1,738,823		$ —		—		$ —		—		$ —		$ 5		$ —		$ (200)		$ (195)
Issuance of redeemable convertible preferred stock, net of issuance costs	39,670		445		—		—		—		—		—		—		—		—		—		—
Conversion of SAFE note into redeemable convertible preferred stock	89		1		—		—		—		—		—		—		—		—		—		—
Issuance of Class T common stock	—		—		—		—		—		—		0		—		—		—		—		—
Issuance of Class A common stock upon exercise of stock options	—		—		15,330		—		—		—		—		—		3		—		—		3
Stock-based compensation expense	—		—		—		—		—		—		—		—		29		—		—		29
Net loss	—		—		—		—		—		—		—		—		—		—		(1,531)		(1,531)
Balance as of December 31, 2023	175,764		1,552		1,754,153		—		—		—		0		—		37		—		(1,731)		(1,694)
Issuance of redeemable convertible preferred stock, net of issuance costs	39,979		1,188		—		—		—		—		—		—		—		—		—		—
Conversion of SAFE notes into redeemable convertible preferred stock	4,476		134		—		—		—		—		—		—		—		—		—		—
Issuance of Class A common stock upon exercise of stock options	—		—		24,907		—		—		—		—		—		10		—		—		10
Stock-based compensation expense	—		—		—		—		—		—		—		—		192		—		—		192
Net loss	—		—		—		—		—		—		—		—		—		—		(8,309)		(8,309)
Balance as of December 31, 2024	220,219		2,874		1,779,060		—		—		—		0		—		239		—		(10,040)		(9,801)
Issuance of redeemable convertible preferred stock, net of issuance costs	155,830		16,548		—		—		—		—		—		—		—		—		—		—
Conversion of convertible notes into redeemable convertible preferred stock	168,273		10,347		—		—		—		—		—		—		—		—		—		—
Issuance of Class A common stock upon exercise of stock options and grants of restricted stock	—		—		141,542		—		—		—		—		—		111		—		—		111
Repurchase of outstanding common stock	—		—		(27,942)		—		—		—		—		—		—		—		(149)		(149)
Stock-based compensation expense	—		—		—		—		—		—		—		—		1,158		—		—		1,158
Equity issued in connection with business acquisition	—		—		8,607		—		—		—		—		—		136		—		—		136
Foreign currency translation adjustments	—		—		—		—		—		—		—		—		—		1		—		1
Net unrealized gains on available- for-sale securities	—		—		—		—		—		—		—		—		—		4		—		4
Net loss	—		—		—		—		—		—		—		—		—		—		(41,965)		(41,965)
Balance as of December 31, 2025	544,322		$ 29,769		1,901,267		$ —		—		$ —		0		$ —		$ 1,644		$ 5		$ (52,154)		$ (50,505)

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

Anthropic, PBC

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(In millions, except share amounts which are in thousands)

	Redeemable convertible preferred stock				Class A common stock				Class N common stock				Class T common stock				Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance as of December 31, 2024	220,219		$ 2,874		1,779,060		$ —		—		$ —		0		$ —		$ 239		$ —		$ (10,040)		$ (9,801)
Issuance of redeemable convertible preferred stock, net of issuance costs (unaudited)	63,610		3,549		—		—		—		—		—		—		—		—		—		—
Conversion of convertible notes into redeemable convertible preferred stock (unaudited)	147,533		8,168		—		—		—		—		—		—		—		—		—		—
Issuance of Class A common stock upon exercise of stock options and grants of restricted stock (unaudited)	—		—		83,704		—		—		—		—		—		49		—		—		49
Repurchase of outstanding common stock (unaudited)	—		—		(27,942)		—		—		—		—		—		—		—		(149)		(149)
Stock-based compensation expense (unaudited)	—		—		—		—		—		—		—		—		279		—		—		279
Foreign currency translation adjustments (unaudited)	—		—		—		—		—		—		—		—		—		1		—		1
Net loss (unaudited)	—		—		—		—		—		—		—		—		—		—		(12,969)		(12,969)
Balance as of June 30, 2025 (unaudited)	431,362		$ 14,591		1,834,822		$ —		—		$ —		0		$ —		$ 567		$ 1		$ (23,158)		$ (22,590)

The accompanying notes are an integral part of these consolidated financial statements.

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Anthropic, PBC

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(In millions, except share amounts which are in thousands)

	Redeemable convertible preferred stock				Class A common stock				Class N common stock				Class T common stock				Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance as of December 31, 2025	544,322		$ 29,769		1,901,267		$ —		—		$ —		0		$ —		$ 1,644		$ 5		$ (52,154)		$ (50,505)
Issuance of redeemable convertible preferred stock, net of issuance costs (unaudited)	285,187		122,242		—		—		—		—		—		—		—		—		—		—
Conversion of convertible notes into redeemable convertible preferred stock (unaudited)	23,885		5,499		—		—		—		—		—		—		—		—		—		—
Issuance of Class A common stock upon exercise of stock options, grants of restricted stock, and sales of common stock for cash (unaudited)	—		—		229,818		—		—		—		—		—		355		—		—		355
Issuance of Class A common stock in connection with acquisitions (unaudited)	—		—		26,313		—		—		—		—		—		534		—		—		534
Issuance of Class N common stock upon settlement of donation matching program liability (unaudited)	—		—		—		—		30,643		—		—		—		667		—		—		667
Stock-based compensation expense (unaudited)	—		—		—		—		—		—		—		—		2,185		—		—		2,185
Foreign currency translation adjustments (unaudited)	—		—		—		—		—		—		—		—		—		(9)		—		(9)
Net unrealized loss on available- for-sale securities (unaudited)	—		—		—		—		—		—		—		—		—		(49)		—		(49)
Net loss (unaudited)	—		—		—		—		—		—		—		—		—		—		(80,748)		(80,748)
Other (unaudited)	—		—		—		—		—		—		—		—		(49)		—		—		(49)
Balance as of June 30, 2026 (unaudited)	853,394		$ 157,510		2,157,398		$ —		30,643		$ —		0		$ —		$ 5,336		$ (53)		$ (132,902)		$ (127,619)

The accompanying notes are an integral part of these consolidated financial statements.

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Anthropic, PBC

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Cash flows from operating activities:
Net loss	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation expense	29		192		1,158		279		2,185
Depreciation and amortization	3		21		40		14		97
Change in fair value of convertible notes, derivative liabilities, and SAFEs	1,045		5,434		34,308		10,942		72,388
Donation matching program liability	—		—		541		—		126
Recognition and change in fair value of other financial instruments	—		—		—		—		8,720
Other	—		7		11		5		(7)
Changes in operating assets and liabilities:
Accounts receivable, net	(10)		(90)		(834)		(384)		(4,982)
Prepaid expenses and other assets	(1,253)		(3,190)		1,771		212		2,094
Accounts payable, accrued expenses, and other liabilities	84		222		2,079		257		2,679
Lease liabilities	(1)		—		13		7		(3)
Deferred revenue	7		21		241		124		1,380
Net cash provided by (used in) operating activities	(1,627)		(5,692)		(2,637)		(1,513)		3,929
Cash flows from investing activities:
Purchases of property and equipment	(2)		(15)		(131)		(18)		(482)
Purchases of short-term investments	—		—		(3,082)		—		(18,972)
Sales and maturities of short-term investments	—		—		213		—		2,610
Other investing activities	—		(7)		(77)		(31)		(337)
Net cash used in investing activities	(2)		(22)		(3,077)		(49)		(17,181)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	445		1,188		16,548		3,549		110,432
Principal payments for finance leases	—		—		—		—		(4)
Issuance of convertible notes for cash	1,750		6,050		3,450		1,300		—
Proceeds from issuance of common stock	3		10		111		49		355
Repurchase of common stock	—		—		(149)		(149)		—
Issuance of SAFEs for cash	122		—		—		—		—
Payment of deferred offering costs	—		—		—		—		(9)
Net cash provided by financing activities	2,320		7,248		19,960		4,749		110,774
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—		—		1		1		(5)
Net increase in cash, cash equivalents, and restricted cash	691		1,534		14,247		3,188		97,517

F-13

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Anthropic, PBC

Consolidated Statements of Cash Flows (continued)

(In millions)

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Cash, cash equivalents, and restricted cash at beginning of period	929		1,620		3,154		3,154		17,401
Cash, cash equivalents, and restricted cash at end of period	$ 1,620		$ 3,154		$ 17,401		$ 6,342		$ 114,918

The accompanying notes are an integral part of these consolidated financial statements.

F-14

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

1. Description of Business and Summary of Significant Accounting Policies

Anthropic, PBC (the “Company”) is a public benefit corporation (“PBC”) incorporated under Delaware law in

January 2021. The Company develops and maintains advanced artificial intelligence (“AI”) models and provides

its intelligence service through its platform and applications to customers. The Company’s public benefit

purpose is to responsibly develop and maintain advanced AI for the long-term benefit of humanity. The

Company is headquartered in San Francisco, California.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting

principles generally accepted in the United States of America (“GAAP”). The Company consolidates its wholly

owned subsidiaries over which it exercises control, as well as variable interest entities (“VIEs”) where the

Company is deemed to be the primary beneficiary. All intercompany balances and transactions between

consolidated entities have been eliminated in consolidation.

Change in Presentation and Reclassification of Prior Periods

Certain amounts reported in the Company’s prior period consolidated financial statements have been

reclassified to conform to the current period presentation. During the year ended December 31, 2025, the

Company changed its presentation of operating expenses from a functional classification under which cost of

revenue, gross profit (loss), research and development, sales and marketing, and general and administrative

were presented as separate line items, to a classification based on the nature of expenses. As a result of this

change in presentation, cost of revenue, gross profit (loss), research and development, sales and marketing, and

general and administrative are no longer presented as separate line items in the consolidated statements of

operations.

Under the new presentation, expenses are presented by major categories, including compute and

infrastructure; personnel; sales, marketing, and partnerships; Bartz settlement; and other operating and

administrative. In addition, the Company combined certain captions on its consolidated balance sheets and

consolidated statements of cash flows. These reclassifications and certain other prior period amounts have been

recast for all prior periods presented to conform to the current period presentation. These reclassifications

affect presentation only and did not impact total assets, total liabilities, total stockholders’ equity (deficit), total

operating loss, net loss, or net cash provided by (used in) operating, investing, or financing activities.

Unaudited Interim Consolidated Financial Information

The accompanying interim consolidated balance sheet as of June 30, 2026 and the interim consolidated

statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit,

and cash flows for the six months ended June 30, 2025 and 2026 and the related notes to such interim

consolidated financial statements are unaudited. These unaudited interim consolidated financial statements are

presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and do

not include all disclosures normally required in annual consolidated financial statements prepared in

accordance with GAAP. In management’s opinion, the unaudited interim consolidated financial statements

have been prepared on the same basis as the annual consolidated financial statements and reflect all normal

and recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30,

2026 and the Company’s consolidated results of operations and cash flows for the six months ended June 30,

2025 and 2026. The results of operations for the six months ended June 30, 2026 are not necessarily indicative

of the results to be expected for the full year or any other future interim or annual period.

Stock Split

On September 17, 2026, the Company effected a 10-for-1 stock split of its authorized, issued, and outstanding

shares of Class A common stock and Class N common stock. The conversion rate of the Company’s redeemable

convertible preferred stock was proportionately adjusted to factor in the stock split. On the same date, the

Company also effected a 1-for-1,000 reverse stock split of its authorized and issued shares of Class T common

stock. All share and per share information has been retroactively adjusted to reflect the stock split and reverse

stock split for all periods presented.

F-15

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses,

and related disclosures of contingent assets and liabilities in the consolidated financial statements and

accompanying notes. Actual results could differ materially from those estimates. Significant items subject to

such estimates and assumptions include the determination of the fair value of common stock, valuation of

deferred tax assets and the related valuation allowance, the potential outcome of uncertain tax positions that

have been recognized in the consolidated financial statements or tax returns, valuation of the simple

agreements for future equity (“SAFEs”), valuation of convertible notes, valuation of goodwill, stock-based

compensation, the assessment of useful lives of long-lived assets and intangible assets, contingencies, the

valuation of financial instruments, and incremental borrowing rates for operating and finance leases.

Concentrations of Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally

of cash and cash equivalents, restricted cash, accounts receivable, and short-term investments. The Company

maintains cash with financial institutions of high credit quality and has not experienced any losses on such

accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated

with commercial banking relationships. Deposits held with these financial institutions are in excess of the

amount of Federal Deposit Insurance Corporation insured limits provided on such deposits. The Company has

not experienced any losses related to these concentrations during the periods presented. The Company’s short-

term investments are primarily intended to facilitate liquidity and capital preservation and consist

predominantly of highly liquid investment-grade fixed-income securities, diversified among industries and

individual issuers. The Company’s investment policy is designed to limit exposure from any particular issuer or

institution.

Significant Customers

The table below sets forth concentrations of credit risk with respect to accounts receivable from major

customers that accounted for 10% or more of the Company’s total accounts receivable:

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Customer A	*		13%		13%
Customer C	*		*		10%

______________

*Less than 10% of total

The table below sets forth concentrations of revenue from customers that accounted for 10% or more of the

Company’s total revenue:

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Customer A	*		*		12%		*		*
Customer B	*		*		12%		18%		*
Customer C	43%		*		*		*		11%
Customer D	11%		*		*		*		*

______________

*Less than 10% of total

F-16

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Other Concentrations

Prior to 2026, the Company obtained substantially all of its compute infrastructure from three cloud service

providers (“CSPs”). During the six months ended June 30, 2026 (unaudited), the Company obtained a

substantial majority of its compute infrastructure from a limited number of CSPs and other suppliers under

long-term hosting and lease agreements. This created dependencies and potential vulnerabilities, in that a

disruption affecting these counterparties could have adversely affected the Company’s operations. While the

Company is expanding its relationships with its existing CSPs, it is also expanding its compute capacity through

commitments with additional CSPs and through compute procured from other sources, including leased

infrastructure operated on its behalf.

The Company also provides access to its intelligence service through CSP marketplaces, with CSPs acting as

collection agents for the Company in these transactions. During the years ended December 31, 2023, 2024, and

2025, revenue generated from sales through CSP marketplaces to customers represented approximately 11%,

32%, and 47% of total revenue, respectively. During the six months ended June 30, 2025 and 2026 (unaudited),

revenue generated from sales through CSP marketplaces to customers represented approximately 44% and 48%

of total revenue, respectively. As of December 31, 2024 and 2025 and June 30, 2026 (unaudited), net accounts

receivable from sales through CSP marketplaces to customers represented 42%, 60%, and 58% of the

Company’s net accounts receivable, respectively.

Certain of the CSPs also hold the Company’s non-voting redeemable convertible preferred stock and convertible

notes. See Notes 9 and 10 for further information.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held in checking and interest-bearing accounts as well as investments

in money market funds and highly liquid investments with original maturities of three months or less from the

date of purchase.

Restricted Cash

The Company’s restricted cash is classified as noncurrent based on the contractual or estimated term of the

remaining restriction and consists of amounts pledged as collateral for the Company’s lease and other

contractual obligations. These amounts are restricted from general corporate use and will be released or applied

against the related obligations as the underlying conditions are satisfied.

Short-Term Investments

The Company’s short-term investments primarily consist of debt securities, including: U.S. Treasury and

agency securities, corporate debt securities, and commercial paper. The Company determines the appropriate

classification of its short-term investments at the time of purchase and reevaluates such designation at each

balance sheet date. The Company has classified and accounted for its short-term investments as available-for-

sale securities as the Company may sell these securities at any time for use in its current operations or for other

purposes, even prior to maturity. As a result, short-term investments, including securities with stated

maturities beyond 12 months, are classified within current assets in the consolidated balance sheets.

Available-for-sale securities are recorded at fair value each reporting period and are periodically evaluated for

impairment at the individual security level. For unrealized losses in securities that the Company intends to hold

and will not-more-likely-than-not be required to sell before recovery, the Company further evaluates whether

declines in fair value below amortized cost are due to credit or non-credit related factors.

The Company considers credit-related impairments to be changes in value that are driven by a change in the

creditor’s ability to meet its payment obligations and records an allowance and recognizes a corresponding loss

in other income (expense), net when the impairment is incurred. Unrealized non-credit related losses and

unrealized gains are reported as a separate component of accumulated other comprehensive income (loss) in

the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific

identification method and are reported in other income (expense), net in the consolidated statements of

operations.

F-17

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Variable Interest Entities

The Company evaluates its ownership, contractual, and other interests in entities to determine if it has a

variable interest in an entity. These evaluations are complex, involve judgment, and use estimates and

assumptions based on available historical and prospective information, among other factors. If the Company

determines that an entity for which it holds a contractual or ownership interest is a VIE and that the Company

is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. An

enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is considered the

primary beneficiary, which is described as having both (1) the power to direct the activities of a VIE that most

significantly impact the VIE’s economic performance and (2) the right to receive benefits or the obligation to

absorb losses of the VIE that potentially could be significant to the VIE. The Company consolidates certain VIEs

formed to finance and deploy compute and infrastructure capacity. Refer to Note 7 for further information.

Long-Term Benefit Trust

In 2023, the Company established the Long-Term Benefit Trust (“LTBT”). The LTBT is intended to operate as

an independent body of financially disinterested trustees with expertise in AI safety, national security, public

policy, and social enterprise. In connection with establishing the LTBT, the Company created a class of common

stock (the “Class T common stock”) that is held exclusively by the LTBT and gives the LTBT authority to elect

and remove certain of the Company’s directors.

The LTBT is considered a consolidated VIE as it relies on the Company for financial support. The Company is

the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the

LTBT’s economic performance, provides financial support to the LTBT, and would receive the LTBT’s financial

assets (other than the Class T common stock) in the event that the LTBT terminates. The Company consolidated

the VIE at inception and will perform on-going reassessments of the VIE based on any reconsideration events

to reevaluate whether a change to the consolidation conclusion is required each reporting period. The

consolidated balance sheets as of December 31, 2024 and 2025 and June 30, 2026 (unaudited) include assets of

the LTBT, which can only be used to settle obligations and liabilities of the LTBT. As of December 31, 2024 and

2025 and June 30, 2026 (unaudited), total assets and liabilities of the LTBT were not material.

Fair Value Measurements and Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date. In accordance with Accounting

Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), the Company uses the fair value

hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the

highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest

priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in

active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are

observable either directly or indirectly for the full term of the assets or liabilities.

Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair

value of the assets or liabilities.

The Company’s financial instruments include accounts receivable, short-term investments, prepaid expenses

and other current assets, other assets, accounts payable, accrued expenses, and other current liabilities,

convertible notes payable, SAFE liabilities, and certain derivative contracts. The estimated fair value of other

financial instruments, including cash and restricted cash, are stated at their carrying value which approximates

fair value due to the short time to the expected receipt or payment date. Additionally, the carrying amounts of

accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and other

current liabilities approximate fair value due to their short-term nature.

F-18

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Accounts Receivable and Allowances

Accounts receivable represent uncollected payments from customers and payments collected by channel

partners from customers on the Company’s behalf which have not yet been remitted to the Company. Accounts

receivable are recorded at the invoiced amount net of the allowance for credit losses and do not bear interest.

The Company’s accounts receivable balances as of December 31, 2023, 2024, and 2025 and June 30, 2026

(unaudited) were $10 million, $95 million, $909 million, and $5.8 billion, respectively.

The Company regularly monitors collections and payments from customers and maintains an allowance for

credit losses for estimated losses resulting from the inability of customers or channel partners to make or remit

required payments. Management estimates the Company’s allowance for credit losses by considering factors

such as historical credit loss experience and current conditions, the length of time accounts receivable are past

due, customer payment histories, any specific customer collection issues identified, and current market

conditions which may affect customer financial condition. This assessment is performed on an aggregate basis

when similar characteristics exist within a customer group and on an individual basis when specific customers

with collectability risks are identified. The Company writes off accounts receivable against the allowance when

management determines a balance is uncollectible and no longer actively pursues collection of the receivable.

Changes in the allowance for credit losses were as follows (in millions):

Year Ended December 31,					Six Months Ended June 30,
	2024		2025		2026
					(unaudited)
Balance at beginning of period	$ —		$ 5		$ 17
Change in allowance for credit losses	5		20		57
Write-off of uncollectible accounts receivable	—		(8)		(3)
Balance at end of period	$ 5		$ 17		$ 71

Property and Equipment, Net

Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded using the

straight-line method over the estimated useful lives of the related asset, ranging from three to five years.

Leasehold improvements are amortized over the shorter of estimated useful life or the remaining lease term.

The Company estimates the useful lives of property and equipment upon initial recognition and periodically

evaluates the useful lives and whether events or changes in circumstances warrant a revision to the useful lives.

Maintenance and repair costs that do not extend the useful life of the assets are expensed as incurred.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the

accounts and any resulting gain or loss is reflected in the consolidated statements of operations in the period

realized.

Software Development Costs

Software development costs include costs to develop advanced AI models and related software solutions used to

deliver the Company’s services to external users. Software development costs also include costs to develop

software solely for internal use and applications used to support the Company’s operations. Model development

costs are generally expensed as incurred due to the significant development uncertainty inherent in the

development process.

The Company capitalizes qualifying software development costs when (i) management, with relevant authority,

has authorized and committed to fund the software project and (ii) it is probable that the project will be

completed and the software will be used to perform its intended function. Capitalization ceases when the

software is substantially complete and ready for its intended use, including the completion of all significant

testing. Software development costs capitalized were not significant for the years presented.

F-19

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Evaluation of Long-Lived Assets for Impairment

Long-lived assets, such as property and equipment, right-of-use (“ROU”) assets, and finite-lived intangible

assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset or asset group (collectively, the “asset group”) may not be

recoverable. Recoverability of asset groups to be held and used is measured by comparing the carrying amount

to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the

undiscounted cash flows, the asset groups are determined to be impaired, and an impairment charge is

recognized as the amount by which the carrying amount exceeds its fair value.

Intangible Assets, Net

Intangible assets which are subject to amortization are amortized on a straight-line basis over their estimated

useful lives, which range from one to six years. The Company reviews intangible assets which are subject to

amortization for impairment under the long-lived asset model.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net

tangible and intangible assets acquired. Goodwill is not subject to amortization but is tested for impairment on

an annual basis, performed in the fourth quarter of each year, or whenever events or changes in circumstances

indicate the carrying value of the reporting unit may be in excess of the reporting unit’s fair value.

Goodwill is tested for impairment at the reporting unit level by first assessing the qualitative factors to

determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less

than its carrying amount. Qualitative indicators assessed include consideration of macroeconomic, industry,

and market conditions, the Company’s overall financial performance, and personnel or strategy changes. Based

on the qualitative assessment, if the Company determines that it is more likely than not that the Company’s

single reporting unit’s fair value is less than its carrying amount, a quantitative analysis is performed by

comparing the fair value of the Company’s single reporting unit to its carrying value. If the carrying amount of

the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess,

limited to the total amount of goodwill allocated to the reporting unit. The Company did not recognize any

goodwill during the years ended December 31, 2023 and 2024. No impairment losses related to goodwill were

recognized during the year ended December 31, 2025 or the six months ended June 30, 2026 (unaudited).

Acquisitions

The Company accounts for acquisitions of entities or asset groups that qualify as businesses in accordance with

ASC 805, Business Combinations (“ASC 805”). The purchase price of the acquisition is allocated to the tangible

and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition

date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement

period, which may be up to one year from the acquisition date, the Company may record adjustments to the

assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the

measurement period or final determination of the values of assets acquired or liabilities assumed, whichever

comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Leases

The Company determines if an arrangement is a lease at inception. The Company evaluates the classification of

leases at commencement and, as necessary, at modification. The Company, as the lessee, classifies leases with

lease terms longer than 12 months as either operating or finance. A lease is classified as a finance lease if it

meets any of the finance lease classification criteria in ASC 842 at lease commencement; all other leases are

classified as operating leases. The Company’s finance leases are generally those leases that allow the Company

to utilize the asset for a major part of its estimated economic life, that have discounted lease payments that are

substantially all the estimated fair value of the asset, or that include a purchase option which the Company is

reasonably certain to exercise.

The Company leases facilities and equipment under operating and finance leases. The Company determines

whether an arrangement is or contains a lease at inception and records lease liabilities and right-of-use assets

F-20

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

on its consolidated balance sheets at lease commencement. Where the Company’s leases do not provide an

implicit rate, the Company determines its incremental borrowing rate based on the information available at

commencement date in determining the present value of lease payments. The determination of the incremental

borrowing rate is based on an estimate of the Company’s unsecured borrowing rate, adjusted for tenor and

collateralized security features. Lease liabilities are recognized at the present value of the future lease payments

at the lease commencement date. ROU assets are measured based on the corresponding lease liability adjusted

for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and

(iii) tenant incentives received, incurred or payable under the lease. The Company does not assume renewals or

early terminations of its leases unless it is reasonably certain to exercise these options at commencement.

Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease ROU assets are

amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or, where

title does not transfer at the end of the lease term and the Company is not reasonably certain to exercise a

purchase option, the lease term, and are recognized within operating expenses based on the nature of the leased

asset. The interest component of a finance lease is recognized using the effective interest method over the lease

term and is presented separately from the amortization of the related ROU asset.

Operating lease ROU assets and operating lease liabilities are presented separately on the consolidated balance

sheets. Finance lease ROU assets are included in property and equipment, net. Finance lease liabilities are

included in accounts payable, accrued expenses, and other current liabilities, and in other noncurrent liabilities.

The Company’s lease agreements may contain lease and non-lease components. Non-lease components related

to the asset being leased are not separated from the lease components and are accounted for as a single lease

component for all existing classes of assets.

The Company made an accounting policy election for lease agreements with a term of 12 months or less and

does not recognize ROU assets and lease liabilities in respect of those agreements. Any payments related to

short-term leases are expensed as incurred.

Variable lease payments are expensed as incurred and are mainly composed of utilities, common area

maintenance, and other operating expenses.

Similar to other long-lived assets discussed above, management assesses ROU assets for impairment whenever

events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Finance lease ROU assets are assessed for impairment together with the Company’s other property and

equipment. For leased assets, such circumstances would include the decision to enter into a sublease for which

estimated cash flows do not fully cover the costs of the associated lease.

Revenue Recognition

The Company generates revenue from customers, including enterprises and prosumers, utilizing its intelligence

service, which enables customers to submit text, documents, and other materials (“Prompts”), and receive AI-

generated results (“Results”) from its proprietary Claude model family. Prompts and Results are measured in

the number of tokens consumed. The Company provides the intelligence service through its web, mobile, and

desktop interfaces and APIs as well as through CSP marketplaces that distribute the intelligence service to the

Company’s customers. The intelligence service is not available for on-premise download or hosting by

customers.

The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers. Revenue is

recognized based on the amount of consideration the Company expects to receive when the Company provides

its intelligence service to customers. Revenue excludes amounts collected on behalf of third parties, such as

sales and indirect taxes, as well as estimated concessions, credits, and refunds.

The Company’s intelligence service is provided on a consumption or subscription basis. Revenue is recognized

when customers use the Company’s intelligence service, based on the quantity of tokens consumed. Intelligence

service provided on a subscription basis is subject to usage limits that reset over short periods, which results in

revenue being recognized ratably over the subscription period, which is generally 12 months or less. Payment

terms vary by customer and sales channel but are generally less than 60 days. Subscription fees are generally

prepaid. Certain enterprise contracts may include minimum spend commitments.

F-21

Table of Contents

Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

When the Company utilizes CSP marketplaces that distribute the intelligence service to customers, the

customer receives the same intelligence service as is available through its web, mobile, and desktop interfaces

and APIs, and the intelligence service represents a single promise in customer contracts. In these arrangements,

the Company is the principal and recognizes revenue on a gross basis because the Company has a direct

contractual relationship with customers, is primarily responsible for providing the intelligence service to

customers, and establishes pricing. The CSPs in these arrangements do not obtain control of the Company’s

intelligence service at any point prior to transfer to the customer.

Deferred Revenue

Deferred revenue consists of amounts billed or received in advance of the Company satisfying its performance

obligations, and is recognized as revenue as services are delivered to customers. Deferred revenue relates

primarily to subscriptions that are subject to usage limits that reset over short periods, which results in revenue

being recognized ratably over the subscription period, which is generally 12 months or less.

Compute and Infrastructure

Compute and infrastructure expenses primarily consist of costs attributable to operating the Company’s

technology infrastructure, which supports the full range of workloads for the Company’s models, including

research, model development, serving customers, and internal usage of Claude. These costs primarily consist of

cloud compute fees paid to CSPs under committed and on-demand arrangements, including storage,

networking and connectivity, and related support costs, infrastructure costs associated with serving customer

workloads through partner channels, colocation facility costs, equipment leases and committed power costs

associated with the Company’s data center operations, and third-party application infrastructure software costs

directly related to the Company’s compute operations.

Personnel

Personnel expenses primarily consist of stock-based compensation, including expense related to stock options,

restricted stock units (“RSUs”), and restricted stock awards, cash compensation, including base salaries and

bonuses, employee benefits, including health and welfare benefits, and employer payroll taxes.

Bartz Settlement

Bartz settlement consists of the charge the Company recorded in 2025 to settle the Bartz copyright

infringement suit. Refer to Note 13 for further information.

Sales, Marketing, and Partnerships

Sales, marketing, and partnerships expenses primarily consist of channel partner costs and marketing and

advertising costs, including media and public relations spend.

Advertising costs are expensed as incurred. Advertising expenses were $33 million and $147 million for the

years ended December 31, 2024 and 2025, respectively. Advertising expenses incurred in 2023 were not

material.

Other Operating and Administrative

Other operating and administrative expenses primarily consist of charitable donations expense related to the

Company’s donation matching program, vendor costs related to data quality and performance evaluation

services, information technology and cloud software costs, payment processing and platform fees, facility and

occupancy costs, non-income taxes, professional services costs, bad debt expense, and depreciation and

amortization related to non-data center assets.

Stock-Based Compensation

The Company’s equity incentive plan provides for the granting of stock options, RSUs, and restricted stock

awards to employees, consultants, officers, and directors. The Company measures compensation cost for stock-

based awards at grant-date fair value and recognizes it over the requisite service period. The Company accounts

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the

grant date (or modification or acquisition dates, if applicable) using appropriate valuation techniques. Stock-

based compensation is included within personnel expenses in the consolidated statements of operations. The

Company incurred stock-based compensation expense of $29 million, $192 million, and $1.2 billion for the

years ended December 31, 2023, 2024, and 2025, respectively. The Company incurred stock-based

compensation expense of $286 million and $2.2 billion for the six months ended June 30, 2025 and 2026

(unaudited), respectively. The tax benefits recognized in the consolidated statements of operations for stock-

based compensation arrangements were not material during the years ended December 31, 2023, 2024, and

2025 and during the six months ended June 30, 2025 and 2026 (unaudited).

Stock Options

Stock-based compensation expense is recognized on a straight-line basis over the period during which an

employee is required to provide services in exchange for the award (generally the vesting period of the award).

The Company determines the fair value of stock options on the date of grant using the Black-Scholes-Merton

option pricing model which is impacted by the estimated fair value of the Company’s common stock, as well as

changes in assumptions regarding a number of highly complex and subjective variables. These variables are

summarized as follows:

•Fair value of common stock – Until the Company’s common stock is publicly traded, the Company

must estimate the fair value of common stock. The Company’s board of directors (the “Board”)

considers numerous objective and subjective factors to determine the fair value of the Company’s

common stock including: contemporaneous third-party valuations of the Company’s common stock,

price paid by investors for the Company’s common and redeemable convertible preferred stock, actual

and forecasted operating and financial performance, market conditions, performance of comparable

publicly traded companies, developments and milestones within the Company, the rights, preferences,

and privileges of the Company’s common and redeemable convertible preferred stock, and the

likelihood and timing of achieving a liquidity event, among other factors.

•Expected volatility – Expected volatility is a measure of the amount by which the stock price is

expected to fluctuate. Since the Company has no trading history of its common stock, it estimates the

expected volatility of its underlying common stock as of the grant date of its stock options by taking the

weighted-average historical volatility of a group of comparable publicly traded companies over a period

equal to the expected life of the options.

•Expected term – Expected term represents the period over which the Company anticipates stock-based

awards to be outstanding. The Company estimates the expected term based on the options’ vesting

term and contractual terms, such that the expected life is equal to the average of the stock-based

award’s weighted-average vesting period and its contractual term.

•Risk-free interest rate – The risk-free interest rate used is based on the implied yield in effect at the

time of grant of U.S. Treasury securities with maturities similar to the expected term of the stock

options.

•Expected dividend yield – The expected dividend yield is zero, as the Company has never declared or

paid any dividends and has no current plans to do so.

Restricted Stock Units

The Company measures and recognizes stock-based compensation expense for RSUs based on the estimated

fair value of the underlying common stock on the date of grant. The Company’s RSUs vest upon the satisfaction

of both service and performance conditions. The service condition for these awards is generally satisfied over a

four-year vesting period. The performance condition is satisfied upon the occurrence of either (i) a qualifying

change in control of the Company or (ii) a listing of the Company’s equity securities on an established securities

market (including through a traditional public offering, direct listing, or business combination with a special

purpose acquisition company), in each case, on or before the seventh anniversary of the grant date, as further

defined in such RSU agreements. If the performance condition is not satisfied within seven years of the grant

date, all unvested RSUs are forfeited. Compensation cost related to these RSUs must be recognized over the

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Notes to Consolidated Financial Statements

(Continued)

requisite service period using the accelerated attribution method, if it is probable that the performance-based

vesting condition will be satisfied. The performance-based vesting condition will be deemed probable of being

satisfied upon either the consummation of an acquisition or change in control or the Company’s initial public

offering. As of December 31, 2025 and June 30, 2026 (unaudited), no stock-based compensation expense had

been recognized for the RSUs because management determined that it is not probable that the performance

condition will be achieved.

Redeemable Convertible Preferred Stock

The Company records shares of redeemable convertible preferred stock at their respective fair values on the

dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of

permanent equity because it is not mandatorily redeemable and redemption is contingent upon the occurrence

of certain deemed liquidation events that are not solely within the Company’s control. The Company has not

adjusted the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such

shares because it is not probable that a deemed liquidation event would occur that would obligate the Company

to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. Subsequent

adjustments of the carrying values to the liquidation preferences will be made only when it becomes probable

that such a deemed liquidation event will occur.

Foreign Currency

The functional currencies of the Company’s foreign subsidiaries are the local currency or the U.S. dollar

depending on the nature of the subsidiaries’ activities. Monetary assets and liabilities, and transactions

denominated in currencies other than the functional currency are remeasured to the functional currency at the

exchange rate in effect at the end of the period and are recorded in the current period consolidated statements

of operations. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses),

net within other income (expense), net in the consolidated statements of operations. Subsidiary assets and

liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and

other equity items are translated at historical rates, and revenue and expenses are translated at average

exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other

comprehensive income (loss), a separate component of total stockholders’ deficit in the Company’s consolidated

balance sheets.

Loss Contingencies

The Company is periodically involved in various legal claims, proceedings and other regulatory and

administrative proceedings that may arise in the ordinary course of business. Certain of these matters may

include speculative claims for substantial or indeterminate amounts of damages. The Company routinely

reviews the status of each significant matter and assesses its potential financial exposure. The Company records

a liability when it believes that it is both probable that a loss has been incurred and the amount can be

reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss

can be reasonably estimated, the Company discloses the possible loss in the consolidated financial statements.

Because of inherent uncertainties related to these legal matters, significant judgment is required to determine

both the probability and the estimated amount of loss. These estimates have been based on the Company’s

assessment of the facts and circumstances at each balance sheet date and are subject to change based on new

information and future events. As additional information becomes available, the Company reassesses its

potential liability and may revise its estimates. If one or more matters were resolved against the Company for

amounts in excess of management’s expectations, the Company’s results of operations and financial condition,

including in a particular reporting period in which any such outcome becomes probable and estimable, could be

materially adversely affected.

Share Repurchase

Share repurchases are recorded on the trade date. When shares are immediately retired, the value of

repurchased shares is deducted from stockholders’ deficit through common stock with the excess over par value

recorded to accumulated deficit.

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

Income Taxes

The Company uses the asset and liability method to account for income taxes. Current income tax expense or

benefit represents the amount of income taxes expected to be payable or refundable for the current year. Under

this method, deferred income tax assets and liabilities are determined based on differences between the

financial statement reporting and tax bases of assets and liabilities and net operating loss and credit

carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable

income in the years in which those temporary differences are expected to be recovered or settled. Valuation

allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-

than-not expected to be realized based on the weighting of positive and negative evidence. Future realization of

deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character

(for example, ordinary income or capital gain) within the carryback or carryforward periods available under the

applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical

taxable income, projected future taxable income, the expected timing of the reversals of existing temporary

differences and tax planning strategies. The Company’s judgment regarding future profitability may change due

to many factors, including future market conditions and the ability to successfully execute the business plans

and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the

Company’s income tax provision would increase or decrease in the period in which the assessment is changed.

The Company treats Net CFC Tested Income (formerly referred to as Global Intangible Low-Taxed Income or

“GILTI”) as a period cost.

The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty

in Income Taxes. The Company recognizes the tax effects of an uncertain tax position only if such position is

more likely than not to be sustained based solely on its technical merits as of the reporting date and only in an

amount more likely than not to be sustained upon review by the tax authorities. The Company recognizes

accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the

consolidated statements of operations.

Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the

two-class method required for participating securities. The two-class method requires income available to

common stockholders for the period to be allocated between common stock and participating securities based

upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company considers all series of its redeemable convertible preferred stock to be participating securities as

the holders of such stock have the right to participate on a pari passu basis in any distributions to common

stockholders.

The holders of the redeemable convertible preferred stock would be entitled to dividends in preference to

common stockholders, at specified rates, if declared. Any remaining dividend amounts would then be

distributed to the holders of common stock, restricted common stock, and the holders of the redeemable

convertible preferred stock on a pro-rata basis assuming conversion of all redeemable convertible preferred

stock into common stock. These participating securities do not contractually require the holders of such shares

to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the

Company’s participating securities.

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the

weighted-average number of shares of common stock outstanding during the period, less shares subject to

repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities

outstanding for the period using the treasury stock method or the if-converted method if the effect is dilutive.

For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per

share, because all potentially dilutive securities are anti-dilutive.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU

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Notes to Consolidated Financial Statements

(Continued)

2023-07”), which requires disclosure of incremental segment information on an annual and interim basis,

primarily through enhanced disclosures of segment expenses. This guidance is effective for the annual periods

beginning after December 15, 2023, and for interim periods beginning after December 15, 2024 with early

adoption permitted. The Company adopted ASU 2023-07, effective on January 1, 2024, applying the guidance

on a retrospective basis. Refer to Note 14 for further information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s

effective tax rate reconciliation as well as information on income taxes paid. The updates in this ASU are

effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company

adopted ASU 2023-09, effective on January 1, 2025, applying guidance on a prospective basis. Refer to Note 11

for further information.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement

of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all

entities with a practical expedient when estimating expected credit losses for current accounts receivable and

current contract assets arising from transactions accounted for under ASC 606. All entities may elect a practical

expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life

of the asset. The amendments in this ASU will be effective for annual reporting periods beginning after

December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is

permitted in both interim and annual reporting periods in which financial statements have not yet been issued

or made available for issuance. The Company early adopted ASU 2025-05, effective January 1, 2025, electing

the practical expedient and applying the guidance prospectively. This ASU did not have a significant impact to

the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 modernizes the guidance for costs incurred in connection with internal-use software by removing

references to prescriptive development stages. Under ASU 2025-06, an entity may begin capitalizing internal-

use software costs when (a) management, with the relevant authority, implicitly or explicitly authorizes and

commits to funding a computer software project and (b) it is probable that the project will be completed and the

software will be used to perform the function intended (the “probable-to-complete recognition threshold”). ASU

2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim periods

within those annual reporting periods; early adoption is permitted. The ASU may be adopted prospectively,

retrospectively, or via a modified prospective transition. The Company early adopted ASU 2025-06, effective

January 1, 2025, applying the guidance on a prospective basis. This ASU did not have a significant impact to the

Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic

220-40) (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting

Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date

(“ASU 2025-01”). ASU 2024-03 requires enhanced disclosure in the notes to the financial statements regarding

the disaggregation of certain costs and expenses. ASU 2024-03, as clarified by ASU 2025-01, is effective for

annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual

reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the

guidance can be applied either prospectively or retrospectively. The Company is currently evaluating the impact

of the new standard on the Company’s consolidated financial statements.

There are other new accounting pronouncements issued by the FASB that the Company has adopted or will

adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or

will have, a material impact on its consolidated financial statements or disclosures.

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

2. Revenue

The following table presents revenue by geographical region, determined by the billing address of the customer

(in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
United States	$ 34		$ 263		$ 3,362		$ 820		$ 11,763
International	7		123		1,223		343		4,523
Total	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286

The following table presents consumption-based and subscription-based revenue (in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Consumption-based	$ 39		$ 288		$ 3,796		$ 983		$ 13,064
Subscription-based	2		98		789		180		3,222
Total	$ 41		$ 386		$ 4,585		$ 1,163		$ 16,286

Deferred Revenue

Significant changes in the deferred revenue balance are as follows (in millions):

		Total
Balance as of December 31, 2023		$ 7
Revenue recognized from deferred revenue at the beginning of the period		(7)
Amounts billed or received in advance and not recognized as revenue and other		28
Balance as of December 31, 2024		28
Revenue recognized from deferred revenue at the beginning of the period		(28)
Amounts billed or received in advance and not recognized as revenue and other		269
Balance as of December 31, 2025		269
Revenue recognized from deferred revenue at the beginning of the period (unaudited)		(196)
Amounts billed or received in advance and not recognized as revenue and other (unaudited)		1,577
Balance as of June 30, 2026 (unaudited)		$ 1,650

Remaining Performance Obligations

Remaining performance obligations represent deferred revenue and amounts that will be recognized as revenue

in future periods for arrangements with non-cancelable commitments. As of June 30, 2026 (unaudited),

remaining performance obligations amounted to $10.8 billion. The Company expects to recognize

approximately 75% (unaudited) of this amount as revenue over the next 12 months and the remainder

thereafter. The amount and timing of revenue recognition is driven by customer usage and the Company’s

performance in accordance with contractual terms.

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

3. Investments

Cash Equivalents and Short-Term Investments

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s cash equivalents and

short-term investments by major security type as of December 31, 2024 and 2025 and June 30, 2026

(unaudited) consisted of the following (in millions):

	As of December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$ 3,029		$ —		$ —		$ 3,029
Total cash equivalents	$ 3,029		$ —		$ —		$ 3,029

	As of December 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$ 16,455		$ —		$ —		$ 16,455
Corporate debt securities	4		—		—		4
Total cash equivalents	$ 16,459		$ —		$ —		$ 16,459
Short-term investments:
Commercial paper	$ 123		$ —		$ —		$ 123
U.S. Treasury and agency securities	2,111		3		—		2,114
Corporate debt securities	651		1		—		652
Total short-term investments	$ 2,885		$ 4		$ —		$ 2,889

	As of June 30, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(unaudited)
Cash equivalents:
Money market funds	$ 108,603		$ —		$ —		$ 108,603
Commercial paper	18		—		—		18
U.S. Treasury and agency securities	264		—		—		264
Corporate debt securities	4		—		—		4
Municipal securities	8		—		—		8
Total cash equivalents	$ 108,897		$ —		$ —		$ 108,897
Short-term investments:
Commercial paper	$ 1,592		$ —		$ (3)		$ 1,589
U.S. Treasury and agency securities	14,818		—		(33)		14,785
Corporate debt securities	2,896		—		(8)		2,888
Total short-term investments	$ 19,306		$ —		$ (44)		$ 19,262

Amortized cost and fair value balances exclude accrued interest receivable of $16 million and $123 million as of

December 31, 2025 and June 30, 2026 (unaudited), respectively, which was included in prepaid expenses and

other current assets on the consolidated balance sheets. The Company did not have an accrued interest

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

receivable as of December 31, 2024. The Company does not measure an allowance for credit losses on accrued

interest receivable, as any uncollectible accrued interest is written off in a timely manner.

The contractual maturities of cash equivalents and short-term investments are as follows (in millions):

	As of December 31, 2025				As of June 30, 2026
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
					(unaudited)
Due within one year	$ 18,632		$ 18,634		$ 120,668		$ 120,654
Due after one year through five years	712		714		7,535		7,505
Total	$ 19,344		$ 19,348		$ 128,203		$ 128,159

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay

obligations with or without call or prepayment penalties.

As of December 31, 2025 and June 30, 2026 (unaudited), the Company did not recognize any allowance for

credit losses or impairment charges on its investments.

The following table summarizes the fair value and gross unrealized losses of short-term investments that are in

an unrealized loss position aggregated by major security type (in millions):

	As of June 30, 2026
	Fair Value		Unrealized Loss(1)
	(unaudited)
Commercial paper	$ 1,444		$ (3)
U.S. Treasury and agency securities	14,237		(33)
Corporate debt securities	2,478		(8)
Total	$ 18,159		$ (44)

______________

(1)All of the Company’s short-term investments have been in a continuous unrealized loss position for less than 12 months.

The Company does not intend to sell, nor is it more-likely-than-not that the Company will be required to sell,

short-term investments with unrealized losses prior to the recovery of its amortized cost bases, which may be at

maturity.

As of December 31, 2025, the Company did not have short-term investments in an unrealized loss position.

For the year ended December 31, 2025 and the six months ended June 30, 2025 and 2026 (unaudited), there

were no material realized gains or losses from cash equivalents and short-term investments that were

reclassified out of accumulated other comprehensive income (loss).

Equity Method Investments

The Company holds investments accounted for under the equity method of accounting where the Company can

exercise significant influence, but not control, over an investee. Equity method investments are included within

other assets, noncurrent, on the Company’s consolidated balance sheets, and the Company’s share of the

income or losses of the equity method investees are recognized in other income (expense), net, in the

Company’s consolidated statements of operations. As of June 30, 2026 (unaudited), the Company’s carrying

value of such investments was not material. The Company has made funding commitments of up to $325

million, of which $265 million remained unfunded as of June 30, 2026 (unaudited).

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

4. Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities measured at fair

value on a recurring basis based on the fair value hierarchy as follows (in millions):

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$ 3,029		$ —		$ —		$ 3,029
Total fair value assets	$ 3,029		$ —		$ —		$ 3,029
Liabilities:
Convertible notes(1)	$ —		$ —		$ 14,116		$ 14,116
Other noncurrent liabilities:
Derivative liability	—		—		150		150
Total fair value liabilities	$ —		$ —		$ 14,266		$ 14,266

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$ 16,455		$ —		$ —		$ 16,455
Corporate debt securities	—		4		—		4
Short-term investments:
Commercial paper	—		123		—		123
U.S. Treasury and agency securities	—		2,114		—		2,114
Corporate debt securities	—		652		—		652
Other assets:
Warrant rights	—		—		345		345
Total fair value assets	$ 16,455		$ 2,893		$ 345		$ 19,693
Liabilities:
Accounts payable, accrued expenses, and other current liabilities:
Donation matching program liability(2)	$ —		$ —		$ 541		$ 541
Convertible notes(1)	—		—		41,677		41,677
Other noncurrent liabilities:
Holdback liability(3)	—		—		28		28
Total fair value liabilities	$ —		$ —		$ 42,246		$ 42,246

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	(unaudited)
Assets:
Cash equivalents:
Money market funds	$ 108,603		$ —		$ —		$ 108,603
Commercial paper	—		18		—		18
U.S. Treasury and agency securities	—		264		—		264
Corporate debt securities	—		4		—		4
Municipal securities	—		8		—		8
Short-term investments:
Commercial paper	—		1,589		—		1,589
U.S. Treasury and agency securities	—		14,785		—		14,785
Corporate debt securities	—		2,888		—		2,888
Other assets:
Warrant rights	—		—		1,069		1,069
Note purchase agreements	—		—		2,405		2,405
Total fair value assets	$ 108,603		$ 19,556		$ 3,474		$ 131,633
Liabilities:
Accounts payable, accrued expenses, and other current liabilities:
Holdback liability(3)	$ —		$ —		$ 58		$ 58
Convertible notes(1)	—		—		108,566		108,566
Total fair value liabilities	$ —		$ —		$ 108,624		$ 108,624

______________

(1)Recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting

for financial instruments. Refer to Note 9 for further information.

(2)Refer to Note 10 for further information.

(3)Refer to Note 15 for further information.

During the years ended December 31, 2024 and 2025 and the six months ended June 30, 2025 and 2026

(unaudited), the Company had no transfers between levels of the fair value hierarchy of its assets measured at

fair value.

The Company measures cash equivalents and short-term investments at fair value. Level 1 instrument

valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations

are obtained from readily available pricing sources for comparable instruments, identical instruments in less

active markets, or models using market observable inputs.

During the year ended December 31, 2025, the Company entered into a contract to receive warrant rights to

acquire common shares of a privately-held company as consideration under an agreement entered into but not

yet commenced. The warrant rights are freestanding financial instruments that meet the definition of a

derivative as they contain a net settlement feature. The warrants have not been designated as hedging

instruments and will be granted and recognized as lease incentives upon commencement of the related

arrangements and recognized as a reduction of the related ROU assets. The Company estimated the fair value of

the warrant rights using a probability-weighted expected return method. In applying this method, the Company

utilized Level 3 valuation inputs based on information available, including terms and features of the warrant

rights and other outstanding classes of the issuer’s equity securities, observable transactions in the issuer’s

securities such as its most recent financing round, estimates of equity volatility, and expected time to a liquidity

event. The initial fair value of the warrant rights was recognized as a derivative asset classified within other

assets on the consolidated balance sheets, with a corresponding deferred liability classified within other

noncurrent liabilities.

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Anthropic, PBC

Notes to Consolidated Financial Statements

(Continued)

In March 2026 (unaudited), the Company entered into a note purchase agreement (the “Google 2026 NPA”)

with Google LLC (“Google”), which included a commitment to sell 38.6 million shares of the Company’s Series

G-2 redeemable convertible preferred stock at $259.1364 per share. In April 2026 (unaudited), the Company

entered into a note purchase agreement (the “Amazon 2026 NPA”) with Amazon Web Services, Inc.

(“Amazon”), which included a commitment to sell 19.3 million shares of the Company’s Series G-2 redeemable

convertible preferred stock at $259.1364 per share. Refer to Note 9 and Note 16 for further information. These

agreements are marked-to-market each period. Changes in fair value are recognized in other income (expense),

net on the consolidated statements of operations. Assets under these note purchase agreements are recorded at

fair value within other assets, noncurrent on the consolidated balance sheet.

The estimated fair value of the note purchase agreements was determined by using a probability-weighted

expected return method. The fair value of the Series G-2 redeemable convertible preferred stock was

determined by using a hybrid approach comprising a contingent claims analysis (“CCA”) and a common stock

equivalent (“CSE”) method. Assumptions included assumed future liquidity and financing events, the terms and

features of the agreement, weights applied to each scenario, discount rates, applicable risk free rates, the fair

value of the Series G-2 redeemable convertible preferred stock, and a discount for lack of marketability.

Level 3 liabilities consist of the SAFE liabilities (Note 9), convertible notes (Note 9), derivative liabilities (Note

9), donation matching program liability (Note 10), and a holdback liability for a portion of shares issuable in the

acquisition of Codeblog Corp. (“Bun”) (Note 15). There is no current market for these liabilities such that

determination of fair value requires significant judgment or estimation. Changes in fair value measurements

categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or

assumptions and recorded as appropriate. The Company recorded a $3 million change in fair value of the

holdback liability during the year ended December 31, 2025 in other income (expense), net in the consolidated

statements of operations.

The SAFE liabilities are recorded at fair value, which is determined based on a third-party valuation utilizing a

scenario-based analysis and a CCA, that considers specific scenarios that factor in timing, probability, and

financing size. This model takes into account the contract terms as well as multiple inputs, such as the

Company’s redeemable convertible preferred stock price, risk free interest rates, and expected volatility, some

of which the Company could not corroborate with observable market data. The assumptions used in valuing the

SAFE liability upon conversion on December 31, 2023 and on January 30, 2024, include volatility, risk free

interest rate, and term to liquidity. Changes in the fair value measurement of the SAFE liabilities relate to the

conversion scenarios and are recorded as change in fair value of convertible notes, derivative liabilities, and

SAFEs in the consolidated statements of operations. All SAFEs have been converted as of December 31, 2024.

The estimated fair value of the convertible notes is determined by using a hybrid approach comprising a CCA

and a CSE method. The analysis estimates the fair value of the convertible notes based on the probability-

weighted expected future investment returns, considering possible outcomes available to the note holder,

including conversions to redeemable convertible preferred stock, Class N common stock, and maturity.

Assumptions include weight applied to the CCA and CSE methods, assumed volatility, time to a liquidity event,

need for and terms of financings or expected financings, and the risk free interest rate. Changes in fair value of

the convertible notes are recorded as change in fair value of convertible notes, derivative liabilities, and SAFEs

in the consolidated statements of operations.

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The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial

instruments (in millions):

	Warrant Rights		Note Purchase Agreements		Donation Matching Program Liability		Holdback Liability		SAFEs		Convertible Notes Payable		Derivative Liability
Balance as of December 31, 2023	$ —		$ —		$ —		$ —		$ 128		$ 1,678		$ 1,110
Additions	—		—		—		—		—		5,900		150
Conversion	—		—		—		—		(134)		—		—
Change in fair value and settlement of derivative liability	—		—		—		—		6		6,538		(1,110)
Balance as of December 31, 2024	—		—		—		—		—		14,116		150
Additions	345		—		541		25		—		3,450		—
Conversion	—		—		—		—		—		(10,347)		—
Change in fair value and settlement of derivative liability	—		—		—		3		—		34,458		(150)
Balance as of December 31, 2025	345		—		541		28		—		41,677		—
Additions (unaudited)	—		2,348		—		—		—		—		—
Conversion (unaudited)	—		—		—		—		—		(5,499)		—
Change in fair value (unaudited)	724		(11,753)		126		30		—		72,388		—
Settlement (unaudited)	—		11,810		(667)		—		—		—		—
Balance as of June 30, 2026 (unaudited)	$ 1,069		$ 2,405		$ —		$ 58		$ —		$ 108,566		$ —

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or

methodology used to determine fair value and such changes could result in a significant increase or decrease in

the fair value.

5. Goodwill and Intangible Assets

Goodwill

The following table presents goodwill activity (in millions):

	Total
Balance, as of December 31, 2024	$ —
Acquisition	154
Balance, as of December 31, 2025	154
Acquisitions and other (unaudited)	422
Balance, as of June 30, 2026 (unaudited)	$ 576

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Intangible Assets

Intangible assets consisted of the following (in millions, except years):

	As of December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Technology-related	$ 3		$ —		$ 3		4.5
Contract-related	5		(3)		2		0.5
Total	$ 8		$ (3)		$ 5

	As of December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Technology-related	$ 7		$ (1)		$ 6		4.7
Contract-related	24		(10)		14		0.6
Total	$ 31		$ (11)		$ 20

	As of June 30, 2026
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
	(unaudited)
Technology-related	$ 102		$ (13)		$ 89		1.8
Contract-related	36		(16)		20		0.6
Total	$ 138		$ (29)		$ 109

The Company recognized amortization expense related to intangible assets of $0 million, $3 million, and $13

million for the years ended December 31, 2023, 2024, and 2025, and $4 million and $27 million for the six

months ended June 30, 2025 and 2026 (unaudited), respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of

December 31, 2025, is summarized below (in millions):

Fiscal Year		Estimated Future Amortization Expense
2026		$ 15
2027		2
2028		1
2029		1
2030		1
Total		$ 20

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Notes to Consolidated Financial Statements

(Continued)

6. Property and Equipment, Net

Property and equipment, net consisted of the following (in millions):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Leasehold improvements	$ 16		$ 51		$ 58
Servers, networking, and infrastructure equipment	—		34		618
Construction in progress	4		63		536
Other assets	3		10		22
Total property and equipment, gross	23		158		1,234
Less: Accumulated depreciation	(4)		(12)		(47)
Total property and equipment, net	$ 19		$ 146		$ 1,187

Depreciation expense was $1 million, $3 million, and $10 million for the years ended December 31, 2023, 2024,

and 2025, and $4 million and $35 million for the six months ended June 30, 2025 and 2026 (unaudited),

respectively.

7. Leases

The Company has operating and finance leases for corporate offices and infrastructure equipment with various

expiration dates. The leases have non-cancelable remaining terms of less than one year to 20 years, some of

which include options to extend for up to 14 years.

The components of the Company’s lease expense were as follows (in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Operating lease cost	$ 3		$ 17		$ 22		$ 8		$ 56
Finance lease cost:
Amortization of lease assets	—		—		—		—		13
Interest on lease liabilities	—		—		—		—		5
Finance lease cost	—		—		—		—		18
Short-term lease cost	—		—		—		—		7
Variable lease cost	—		—		—		—		8
Total lease cost	$ 3		$ 17		$ 22		$ 8		$ 89

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Weighted-average remaining lease term - operating leases	3.3 years		7.7 years		10.8 years
Weighted-average remaining lease term - finance leases	*		*		4.9 years
Weighted-average discount rate - operating leases	10.4 %		8.1 %		7.5 %
Weighted-average discount rate - finance leases	*		*		7.1 %

______________

*The Company did not have finance leases as of December 31, 2024 and 2025.

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Supplemental balance sheet information for finance leases(1) were as follows (in millions):

		June 30, 2026
		(unaudited)
Property and equipment, at cost		$ 445
Accumulated depreciation		(13)
Property and equipment, net		$ 432
Accounts payable, accrued expenses, and other current liabilities		$ 86
Other noncurrent liabilities		357
Total finance lease liabilities		$ 443

______________

(1)The Company did not have finance leases as of December 31, 2025.

Maturities of lease liabilities are as follows (in millions):

		December 31, 2025		June 30, 2026
		Operating Leases		Operating Leases		Finance Leases(1)
				(unaudited)
2026		$ 45		$ 52		$ 62
2027		35		109		106
2028		22		194		106
2029		4		162		106
2030		4		173		106
Thereafter		39		911		37
Total undiscounted lease payments		149		1,601		523
Less: imputed interest		(32)		(522)		(80)
Present value of lease liabilities		$ 117		$ 1,079		$ 443

______________

(1)The Company did not have finance leases as of December 31, 2025.

Leases Not Yet Commenced

As of December 31, 2025 and June 30, 2026 (unaudited), the Company had entered into lease agreements

primarily related to compute and infrastructure capacity that had not yet commenced, with total estimated

future undiscounted lease obligations of approximately $50.2 billion and $321.4 billion, respectively, with some

arrangements subject to certain contractual conditions being met. These lease obligations will commence

between 2026 and 2028, with lease terms ranging from less than one year to 20 years. The Company may elect

to satisfy a portion of its obligations by issuing convertible promissory notes. Refer to Note 9 for further

information.

Leases Held Through a Consolidated Variable Interest Entity

The Company consolidates certain VIEs formed to finance and deploy compute and infrastructure capacity. As

of June 30, 2026 (unaudited), assets that are not, except as may be expressly provided in any contract or

instrument entered into by these VIEs, generally available to satisfy the obligations of any person other than

these VIEs were $296 million, primarily included in operating lease right-of-use assets.

The Company guarantees certain VIE obligations; as a result, certain VIEs’ creditors have recourse to the

general credit of the Company. As of June 30, 2026 (unaudited), liabilities related to these VIEs were $328

million, which primarily included $310 million of lease liabilities, of which $257 million were included in

operating lease liabilities, noncurrent. The Company may satisfy certain VIE rent obligations through the

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(Continued)

issuance of convertible promissory notes in lieu of cash. These VIEs guarantee the Company’s obligations under

the convertible promissory note and grant the lessor a security interest in the leased assets to secure them, up to

the amount of notes outstanding to the lessor. As of June 30, 2026 (unaudited), no convertible promissory

notes had been issued. Refer to Note 9 for further information. As of December 31, 2025, the assets and

liabilities of these consolidated VIEs were not material.

8. Supplemental Financial Information

Cash, Cash Equivalents, and Restricted Cash

The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s

consolidated balance sheets to the total amount presented in the consolidated statements of cash flows (in

millions):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Cash and cash equivalents	$ 3,141		$ 17,388		$ 112,389
Restricted cash(1)	13		13		2,529
Cash, cash equivalents, and restricted cash at end of period	$ 3,154		$ 17,401		$ 114,918

______________

(1)The Company may be required to restrict up to an additional $10.0 billion for future amounts due, under certain arrangements.

As of June 30, 2026, no such requirements were in effect.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in millions):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Prepaid expenses	$ 2,073		$ 2,537		$ 258
Other	3		23		238
Total	$ 2,076		$ 2,560		$ 496

Other Assets, Noncurrent

Other assets, noncurrent consisted of the following (in millions):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Prepaid expenses	$ 2,364		$ 104		$ 222
Other	9		372		3,707
Total	$ 2,373		$ 476		$ 3,929

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Accounts Payable, Accrued Expenses, and Other Current Liabilities

Accounts payable, accrued expenses, and other current liabilities consisted of the following (in millions):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Cloud service provider payables	$ 302		$ 947		$ 2,810
Accrued legal expenses	2		775		1,309
Donation matching program liability	—		541		—
Other	29		248		1,303
Total	$ 333		$ 2,511		$ 5,422

Of the total accounts payable, accrued expenses, and other current liabilities presented above, accounts payable

consisted of $313 million, $284 million, and $766 million as of December 31, 2024 and 2025 and June 30,

2026 (unaudited), respectively.

Other Income (Expense), Net

Other income (expense), net consisted of the following (in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Recognition and change in fair value of note purchase agreements(1)	$ —		$ —		$ —		$ —		$ (9,405)
Change in fair value of holdback liability	—		—		(3)		—		(39)
Change in fair value of warrant rights	—		—		—		—		724
Other	(2)		—		(5)		—		(37)
Total	$ (2)		$ —		$ (8)		$ —		$ (8,757)

______________

(1)Refer to Note 4 for further information.

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Notes to Consolidated Financial Statements

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Supplemental Cash Flow Information

The following table shows supplemental cash flow information (in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds	$ —		$ —		$ 8		$ 7		$ 34
Noncash investing and financing activities:
Increase in property and equipment acquired but not yet paid	$ —		$ 1		$ 10		$ 1		$ 148
Conversion of convertible notes into Series E-2, Series E-3, Series E-4, Series E-5 and Series F-2 non-voting redeemable convertible preferred stock	$ —		$ —		$ 10,347		$ 8,168		$ —
Conversion of convertible notes into Series G-3 and Series G-4 redeemable convertible preferred stock	$ —		$ —		$ —		$ —		$ 5,499
Conversion of note purchase agreements into Series G-2 redeemable convertible preferred stock	$ —		$ —		$ —		$ —		$ 11,810
Conversion of SAFE notes into Series C-1, Series D-1, and Series D-2 redeemable convertible preferred stock	$ 1		$ 134		$ —		$ —		$ —
Issuance of Class N common stock upon settlement of donation matching program	$ —		$ —		$ —		$ —		$ 667
Warrant rights	$ —		$ —		$ 345		$ —		$ —
Equity issued in connection with business acquisition	$ —		$ —		$ 136		$ —		$ 534
Right-of-use assets obtained in exchange for operating lease liabilities	$ 38		$ 8		$ 82		$ 1		$ 963
Right-of-use assets obtained in exchange for finance lease liabilities	$ —		$ —		$ —		$ —		$ 445

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Supplemental Operating Expense Information

The following table presents the Company’s operating expenses grouped by function (in millions):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Cost of revenue(1)	$ 26		$ 752		$ 2,773		$ 1,019		$ 2,380
Research and development(2)	422		2,275		6,338		1,850		9,741
Sales and marketing(3)	76		163		911		239		3,808
Bartz settlement	—		—		1,500		—		—
General and administrative(4)	68		176		1,123		190		1,050
Total operating expenses	$ 592		$ 3,366		$ 12,645		$ 3,298		$ 16,979

______________

(1)Substantially all of cost of revenue consists of compute and infrastructure costs associated with customer-serving workloads.

Additionally, cost of revenue includes certain personnel-related costs and allocated overhead costs.

(2)Research and development expenses primarily consist of compute and infrastructure costs associated with model development,

research, and internal usage workloads, personnel-related costs, software expenses, and allocated overhead costs.

(3)Sales and marketing expenses primarily consist of channel partner costs, marketing and advertising, personnel-related costs,

compute and infrastructure costs associated with providing free access to the Company’s intelligence service, and allocated

overhead costs.

(4)General and administrative expenses primarily consist of the Company’s donation matching obligation, personnel-related costs,

facility costs, allocated overhead costs, legal fees, and non-income-based taxes.

9. Convertible Notes, Revolving Credit Agreement and SAFEs

Convertible Notes

The Company has entered into note purchase agreements which provide for the issuance of one or more

convertible notes. To the extent that the note purchase agreements create an obligation to issue notes in the

future, these obligations are accounted for as derivative liabilities on the consolidated balance sheets until the

related note is issued.

Google

Google 2023 Note Purchase Agreement

In September 2023, the Company entered into a note purchase agreement (“Google 2023 NPA”) with Google

LLC (“Google”), for the issuance of convertible promissory notes in an aggregate principal amount of up to $2.0

billion, issuable in three tranches. The Company issued the first tranche of notes in an aggregate principal

amount of $500 million in September 2023, the second tranche of notes in an aggregate principal amount of

$750 million in September 2024, and the third tranche of notes in an aggregate principal amount of $750

million in September 2025.

The notes issued under Google 2023 NPA bore interest at a rate of 10.0% per annum, compounded annually,

and payable upon maturity, 48 months after the respective issuance date. The Company also has a commercial

agreement with Google for the provision of intelligence service.

In connection with the Company’s Series E-1 redeemable convertible preferred stock financing in 2025, the first

and second tranches of notes issued under Google 2023 NPA converted in full into an aggregate of 12.7 million

shares of the Company’s Series E-3 non-voting redeemable convertible preferred stock at a conversion price of

$44.8692 per share and an aggregate of 15.3 million shares of Series E-4 non-voting redeemable convertible

preferred stock at a conversion price of $50.4779 per share, respectively. The conversion prices reflect the

contractual discounts to the Series E-1 original issuance price of $56.0865 per share. As of December 31, 2025,

$750 million aggregate principal amount remained outstanding under the third tranche of notes issued under

Google 2023 NPA.

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(Continued)

In January 2026, in connection with the initial closing of the Series G-1 financing, the third tranche of notes

issued under Google 2023 NPA converted in full into 3.3 million shares of Series G-4 non-voting redeemable

convertible preferred stock at a conversion price of $233.2228 per share. The conversion price reflects the

contractual discounts to the Series G-1 price of $259.1364 per share. As of June 30, 2026 (unaudited), no

amounts remain outstanding under Google 2023 NPA.

Google 2024 Note Purchase Agreement

In August 2024, the Company entered into an additional note purchase agreement (“Google 2024 NPA”) with

Google for the issuance of a convertible promissory note in an aggregate principal amount of approximately

$1.3 billion. Such note bore interest at a rate of 8.5% per annum compounded annually, and, unless earlier

converted or repaid, was payable upon maturity in August 2030.

In connection with the Series E-1 redeemable convertible preferred stock financing in 2025, the note issued

under Google 2024 NPA was converted in full into an aggregate of 24.2 million shares of Series E-5 non-voting

redeemable convertible preferred stock at a conversion price of $53.2822 per share, reflecting a contractual

discount to the Series E-1 original issuance price of $56.0865 per share. As of December 31, 2025 and June 30,

2026 (unaudited), no amounts remain outstanding under Google 2024 NPA.

Google 2026 Note Purchase Agreement (Unaudited)

In March 2026 (unaudited), the Company entered into a note purchase agreement (“Google 2026 NPA”) under

which, subject to certain conditions, up to $30.0 billion of convertible promissory notes or non-voting common

stock through December 31, 2030 may be issued. Non-voting common stock would be issued at the 30-day

trailing volume-weighted average price and, to the extent issued, the notes will bear interest at 9.0% per annum

compounded annually, payable at maturity, and mature six years after issuance, unless earlier repaid or

converted pursuant to the terms of the agreement.

In May 2026 (unaudited), Google invested $10.0 billion in the Company’s Series H redeemable convertible

preferred stock financing, which reduced the amount available for issuance under the Google 2026 NPA to

$20.0 billion. As of June 30, 2026, no non-voting common stock or notes had been issued under the Google

2026 NPA.

Amazon

Amazon 2023 and 2024 Note Purchase Agreements

In September 2023, the Company entered into a note purchase agreement (“Amazon 2023 NPA”) with Amazon

for the issuance of convertible promissory notes in an aggregate principal amount of up to $4.0 billion issuable

in two tranches. The Company issued the first tranche of notes in an aggregate principal amount of $1.2 billion

in September 2023, and the second tranche of notes in an aggregate principal amount of $3.4 billion in March

2024, reflecting an issuance premium to the $2.8 billion in proceeds received for the second tranche of notes.

In November 2024, the Company entered into an additional note purchase agreement (“Amazon 2024 NPA”)

with Amazon for the issuance of convertible promissory notes in an aggregate principal amount of up to $4.0

billion, issuable in three tranches. The Company issued the first tranche of notes in an aggregate principal

amount of $1.3 billion in November 2024, the second tranche of notes in an aggregate principal amount of $1.3

billion in May 2025, and the third tranche of notes in an aggregate principal amount of $1.4 billion in

November 2025.

The notes issued under Amazon 2023 NPA bear interest at a rate of 8.0% per annum compounded annually and

payable upon maturity, and mature 10 years after the respective issuance date, unless earlier repaid or

converted. The first tranche of notes issued under Amazon 2024 NPA bears interest at a rate of 8.5% per

annum, compounded annually and payable at maturity, and matures in November 2034, unless earlier repaid

or converted. The second and third tranche of notes issued under Amazon 2024 NPA are each non-interest

bearing and mature in May 2035 and November 2035, respectively, unless earlier repaid or converted.

The notes issued under Amazon 2023 NPA and Amazon 2024 NPA are convertible into non-voting redeemable

convertible preferred stock at a conversion price equal to the lesser of (i) $20.9280 per share (in the case of

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(Continued)

notes issued under Amazon 2023 NPA), or $50.4779 per share (in the case of notes issued under Amazon 2024

NPA), and (ii) the price per share in the Company’s most recent (1) preferred stock equity financing (in the case

of the notes issued under Amazon 2023 NPA) or (2) qualified equity financing (in the case of the notes issued

under Amazon 2024 NPA), subject, in each case, to Amazon’s ownership cap, as described below.

In connection with certain liquidation transactions, Amazon may, in lieu of converting such notes at the

applicable conversion price, elect to receive cash in an amount equal to the outstanding principal amount and

accrued but unpaid interest thereon. Pursuant to the terms of Amazon 2024 NPA, the Company may be

required to make additional cash payments to Amazon calculated as set forth in Amazon 2024 NPA in

connection with certain liquidation transactions. In addition, in connection with an initial public offering, direct

listing, or special purpose acquisition company transaction, any outstanding principal amount and accrued but

unpaid interest thereon under the applicable Amazon NPA will automatically convert into shares of the

Company’s Class N common stock at a conversion price equal to the lower of (i) $2.0928 per share, in the case

of Amazon 2023 NPA, or $5.0478 per share, in the case of Amazon 2024 NPA, and (ii) the price per share of the

common stock offered to the public in such transaction. Any portion of Amazon’s notes that cannot convert due

to Amazon’s ownership cap will automatically convert, subject to Amazon’s ownership cap, into shares of Class

N common stock at the close of each fiscal quarter following an initial public offering at a conversion price equal

to the lowest of (i) the applicable conversion price set forth above, (ii) the price per share of the common stock

offered to the public in connection with such initial public offering, and (iii) the then-current market price of

the Company’s common stock based on a 10-day volume-weighted trailing average trading price. The notes

issued under an Amazon NPA may also be settled in cash at maturity or, at Amazon’s election, by set-off against

amounts Amazon owes the Company under certain commercial agreements with Amazon.

Any conversion of the notes issued under an Amazon NPA is subject to Amazon’s aggregate ownership cap,

which is waivable at Amazon’s option. If any portion of the notes issued under an Amazon NPA cannot be

converted without exceeding the ownership cap, the portion that could not be so converted will be re-issued as a

non-interest bearing convertible rollover note, with a maturity date that is 10 years from the issuance date of

such rollover note. Upon the occurrence of certain events of default as specified in the applicable Amazon NPA,

the Company may be required, depending on the nature of the event of default, to repay in cash the then-

outstanding principal amount that has not been converted either (i) in full upon demand of the holder or (ii) in

equal installments over a four-year period.

In connection with the Series E-1 redeemable convertible preferred stock financing in 2025, the first and second

tranches of notes issued under Amazon 2023 NPA were converted into an aggregate of 95.3 million shares of

Series E-2 non-voting redeemable convertible preferred stock at a conversion price of $20.9280 per share. A

portion of the notes issued under Amazon 2023 NPA did not convert pursuant to Amazon’s ownership cap, and

were re-issued as a non-interest bearing rollover note with an aggregate principal amount of $3.1 billion,

maturing in March 2034. The rollover note has substantially identical conversion and repayment terms as set

forth above, in each case, subject to Amazon’s ownership cap. In connection with the Series E-1 redeemable

convertible preferred stock financing, the conversion provisions of the notes issued under Amazon 2024 NPA

were triggered. However, due to Amazon’s ownership cap, none of the notes issued under Amazon 2024 NPA

converted. As a result, the first tranche was re-issued as a non-interest bearing rollover note with an aggregate

principal amount of $1.3 billion maturing in January 2035 and the second and third tranches remained

outstanding. Such rollover note has substantially identical conversion and repayment terms as set forth above,

in each case, and converts subject to Amazon’s ownership cap.

Subsequently, in connection with the Company’s Series F-1 redeemable convertible preferred stock financing in

2025, a portion of the rollover note issued under Amazon 2023 NPA converted into an aggregate of 20.7 million

shares of Series F-2 non-voting redeemable convertible preferred stock at a conversion price of $20.9280 per

share. The remaining balance of such rollover note was re-issued as a non-interest bearing amended and

restated rollover note with a principal amount of approximately $2.6 billion, maturing in March 2034. The

notes issued under Amazon 2024 NPA did not convert in connection with the Series F-1 redeemable convertible

preferred stock financing due to Amazon’s ownership cap.

As of December 31, 2025, $2.6 billion aggregate principal amount of the amended and restated rollover note

issued under Amazon 2023 NPA remains outstanding and all three tranches of notes issued under Amazon

2024 NPA, with the first tranche re-issued as a non-interest bearing rollover note, remain outstanding with an

aggregate principal balance of $4.0 billion.

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In January and February 2026, in connection with the Company’s Series G-1 financing, a portion of the second

amended and restated non-interest bearing rollover note issued under Amazon 2023 NPA was converted into

an aggregate of 20.6 million shares of the Company’s Series G-3 non-voting redeemable convertible preferred

stock at a price of $20.9280 per share. The remaining balance of such non-interest bearing rollover note was

re-issued as a non-interest bearing amended and restated rollover note with a principal amount of

approximately $2.2 billion, maturing in March 2034. The notes issued under Amazon 2024 NPA did not

convert in connection with the Series G-1 redeemable convertible preferred stock financing due to Amazon’s

ownership cap.

As of June 30, 2026 (unaudited), the amended and restated rollover note issued under Amazon 2023 NPA

remained outstanding with an aggregate principal amount of approximately $2.2 billion, and all notes issued

under Amazon 2024 NPA remained outstanding with an aggregate principal balance of $4.0 billion.

Amazon 2026 Note Purchase Agreement (Unaudited)

In April 2026  (unaudited), the Company entered into a note purchase agreement (“Amazon 2026 NPA”) under

which the Company may issue, subject to certain conditions, up to $20.0 billion of non-voting common stock or

convertible promissory notes. Non-voting common stock would be issued at the 30-day trailing volume-

weighted average price and, to the extent issued, the notes will bear interest at 8.0% per annum compounded

annually and payable at maturity, and mature ten years after issuance, unless earlier repaid or converted

pursuant to the terms of the agreement.

In May 2026 (unaudited), Amazon invested $5.0 billion in the Company’s Series H redeemable convertible

preferred stock financing, which reduced the amount available for issuance under the Amazon 2026 NPA to

$15.0 billion. As of June 30, 2026, no non-voting common stock or notes had been issued under the Amazon

2026 NPA.

Other Note Purchase Agreements

2025

In August 2025, the Company entered into a note purchase agreement under which the Company may issue,

subject to certain conditions, up to $10.0 billion of convertible promissory notes solely to finance rent

obligations under a compute and infrastructure equipment lease agreement. Refer to Note 7 for further

information. The Company’s ability to issue notes will end upon an initial public offering of its common stock.

As of December 31, 2025 and June 30, 2026 (unaudited), no amounts were outstanding under the note

purchase agreement.

2026 (Unaudited)

In March 2026, the Company entered into a second note purchase agreement under which the Company may

issue, subject to certain conditions, up to $42.0 billion of convertible promissory notes solely to finance rent

obligations under a compute and infrastructure agreement. Refer to Note 7 for further information. The notes

will bear interest at 9.0% per annum, payable in kind. The Company’s ability to issue notes will end upon the

fifth anniversary of the commencement of the draw period (which has not yet commenced and which begins

once the first infrastructure equipment is ready for service pursuant to the compute and infrastructure

agreement), subject to earlier termination. As of June 30, 2026, no amounts were outstanding under the note

purchase agreement.

Issuance costs associated with convertible notes are expensed as incurred.

SAFEs

During the year ended December 31, 2023, the Company issued SAFEs with an aggregate purchase amount of

$122 million that entitled investors to participate in future equity financings through share-settled redemption

of the amount invested. Of this amount, $1 million converted into shares of Series C-1 convertible preferred

stock during the year ended December 31, 2023, and $121 million converted into shares of Series D-1 and D-2

convertible preferred stock during the year ended December 31, 2024. Conversion prices were determined

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based on the purchase amount divided by the per-share price of the applicable series of preferred stock,

multiplied by a stipulated discount rate, if applicable.

The Company determined that the SAFEs are not legal form debt (i.e., no creditors’ rights). The monetary

settlement amount of the SAFEs is based upon a fixed or determinable amount known at inception, and the

number of equity shares received upon conversion is variable. In such circumstances, equity classification is not

appropriate because such contracts that are settled based upon a fixed amount do not expose the holder to risks

and rewards similar to those of an equity-holder, therefore, the SAFEs would have been classified as marked-to-

market liabilities pursuant to ASC 480.

As of December 31, 2024 and 2025, as well as June 30, 2026 (unaudited), the Company had no outstanding

SAFEs.

Fair Value Option

The Company elected to account for the SAFEs and the convertible notes using the fair value option pursuant to

ASC 825 and changes in fair value related to the SAFEs and convertible notes are recorded in change in fair

value of convertible notes, derivative liabilities, and SAFEs in the Company’s consolidated statements of

operations (Note 4). The Company elected to account for the convertible notes using the fair value option

pursuant to ASC 825 to eliminate the accounting complexity that would otherwise result from separately

accounting for the liability and equity components of the convertible notes under the traditional bifurcation

model.

The estimated fair value of the convertible notes, derivative liabilities, and SAFEs is determined by using a

scenario-based analysis that estimated the fair value of the convertible notes, derivative liabilities, and SAFEs

based on the probability-weighted present value of expected future investment returns, considering possible

outcomes available to the SAFE and convertible note holder, including conversions to redeemable convertible

preferred stock, Class N common stock and maturity. Issuance costs were expensed as incurred and are

reflected in other income (expense), net in the consolidated statements of operations. Changes in fair value of

the SAFEs and convertible notes and accrued interest are recorded as change in fair value of convertible notes,

derivative liabilities, and SAFEs in the consolidated statements of operations.

There were no changes in fair value attributable to credit risk recognized as of December 31, 2023, 2024, and

2025, as well as June 30, 2026 (unaudited).

Derivative Liability

As of December 31, 2024, the Company had a derivative liability representing the subsequent note tranche

rights on Amazon 2024 NPA. The Company applied the terms of the subsequent note tranche rights for a

written call option and purchased put option scenarios and calculated a derivative liability. The changes in the

fair value of the derivative liability were recorded as change in fair value of convertible notes, derivative

liabilities, and SAFEs in the consolidated statements of operations. Upon the second closing and third closing of

the Amazon 2024 NPA during 2025, the related tranche rights were exercised and thus the derivative liability

was settled and derecognized in full through the issuance of the convertible notes, with no remaining tranche

rights outstanding as of December 31, 2025.

Revolving Credit Agreement

On May 14, 2025, the Company entered into a credit agreement (the “Credit Agreement”), by and among the

Company, the lenders from time to time party thereto (collectively the “Lenders”), and Morgan Stanley Senior

Funding, Inc., as Administrative Agent and Collateral Agent for the Lenders. The Credit Agreement provides for

a senior secured revolving credit facility in an aggregate principal amount of $2.5 billion, with a $400 million

letter of credit sublimit. The obligations under the Credit Agreement mature on May 14, 2030, subject to an

earlier springing maturity date that is contingent upon the outstanding amount of convertible notes issued by

the Company on the date that is 91 days prior to the maturity of such notes. The proceeds of the credit facility

may be used for working capital, general corporate purposes, and other lawful purposes. The Company may

request borrowings in U.S. dollars or certain other agreed currencies, subject to the terms of the Credit

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Agreement. Borrowings under the Credit Agreement bear interest at rates based on either the Alternate Base

Rate, Term SOFR or other applicable benchmarks, plus an applicable margin.

The Company is required to pay commitment fees on the unused portion of the credit facility and fees in

connection with letters of credit. The obligations under the Credit Agreement are guaranteed by certain

subsidiaries of the Company and are secured by substantially all of the assets of the Company and the

subsidiary guarantors, subject to certain exceptions and exclusions set forth in the Credit Agreement. The

Credit Agreement contains customary affirmative and negative covenants, including, but not limited to,

restrictions on additional indebtedness, liens, asset sales, investments, mergers, and restricted payments. The

Company is also subject to a financial covenant which requires the Company to maintain liquidity of at least

$500 million as of the last day of each fiscal quarter. The agreement also includes customary events of default,

which, if triggered, could result in the acceleration of amounts due under the credit facility.

In September 2025, the Company executed an amendment to the Credit Agreement increasing the aggregate

principal amount of revolving credit commitments by $250 million to $2.8 billion.

In November 2025, the Company executed a second amendment to the Credit Agreement, providing

incremental revolving commitments in an aggregate principal amount of $500 million. Following the second

amendment, the aggregate principal amount of revolving commitments totals $3.3 billion.

In February 2026 (unaudited), the Company executed a third amendment to the Credit Agreement, increasing

the letter of credit sublimit by $600 million to $1.0 billion.

As of December 31, 2025, the Company had no borrowings drawn under the revolving credit facility, and $4

million of standby letters of credit outstanding under the credit facility. The Company was in compliance with

all covenants under the Credit Agreement as of December 31, 2025. The Company recognized $5 million in

access fees during the year ended December 31, 2025, which are amortized as interest expense over the term of

the credit facility. As of June 30, 2026 (unaudited), the Company had no borrowings drawn under the revolving

credit facility and $78 million of standby letters of credit were outstanding under the credit facility. The

Company was in compliance with all covenants under the Credit Agreement as of June 30, 2026 (unaudited).

10. Redeemable Convertible Preferred Stock, Common Stock and

Stockholders’ Deficit

Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock is carried at its issuance price, net of issuance costs, and comprises

Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C-1

redeemable convertible preferred stock, Series C-2 redeemable convertible preferred stock, Series D-1

redeemable convertible preferred stock, Series D-2 redeemable convertible preferred stock, Series D-3

redeemable convertible preferred stock, Series E-1 redeemable convertible preferred stock, Series E-2

redeemable convertible preferred stock, Series E-3 redeemable convertible preferred stock, Series E-4

redeemable convertible preferred stock, Series E-5 redeemable convertible preferred stock, Series F-1

redeemable convertible preferred stock, Series F-2 redeemable convertible preferred stock, Series F-3

redeemable convertible preferred stock, Series F-4 redeemable convertible preferred stock, Series G-1

redeemable convertible preferred stock, Series G-2 redeemable convertible preferred stock, Series G-3

redeemable convertible preferred stock, Series G-4 redeemable convertible preferred stock, Series H-1

redeemable convertible preferred stock, Series H-2 redeemable convertible preferred stock, Series H-3

redeemable convertible preferred stock, and Series H-4 redeemable convertible preferred stock.

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As of December 31, 2024, the Company’s redeemable convertible preferred stock (“redeemable convertible

preferred stock”) consisted of the following (in millions, except share amounts which are reflected in thousands,

and per share data):

Series	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Net Carrying Value		Liquidation Preference
Series A	48,574		48,574		$ 2.57		$ 125		$ 125
Series B	87,430		87,430		$ 11.23		982		982
Series C-1	26,397		26,397		$ 11.23		296		296
Series C-2	13,362		13,362		$ 11.23		150		150
Series D-1	66,690		35,013		$ 30.00		1,042		1,051
Series D-2	4,444		4,444		$ 27.00		133		120
Series D-3	114,098		4,999		$ 30.00		146		150
Total	360,995		220,219				$ 2,874		$ 2,874

As of December 31, 2025, the Company’s redeemable convertible preferred stock consisted of the following (in

millions, except share amounts which are reflected in thousands, and per share data):

Series	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Net Carrying Value		Liquidation Preference
Series A	48,574		48,574		$ 2.57		$ 125		$ 125
Series B	87,430		87,430		$ 11.23		982		982
Series C-1	26,397		26,397		$ 11.23		296		296
Series C-2	13,362		13,362		$ 11.23		150		150
Series D-1	35,013		35,013		$ 30.00		1,042		1,051
Series D-2	4,444		4,444		$ 27.00		133		120
Series D-3	4,999		4,999		$ 30.00		146		150
Series E-1	63,610		63,610		$ 56.09		3,549		3,568
Series E-2	95,282		95,282		$ 20.93		4,728		1,994
Series E-3	12,664		12,664		$ 56.09		856		710
Series E-4	15,343		15,343		$ 50.48		986		774
Series E-5	24,244		24,244		$ 53.28		1,598		1,292
Series F-1	92,220		92,220		$ 140.97		12,999		13,000
Series F-2	145,774		20,740		$ 20.93		2,179		434
Series F-3	51,839		—		$ 50.48		—		—
Series F-4	7,094		—		$ 140.97		—		—
Total	728,289		544,322				$ 29,769		$ 24,646

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As of June 30, 2026 (unaudited), the Company’s redeemable convertible preferred stock consisted of the

following (in millions, except share amounts which are reflected in thousands, and per share data):

Series	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Net Carrying Value		Liquidation Preference
	(unaudited)
Series A	48,574		48,574		$ 2.57		$ 125		$ 125
Series B	87,430		87,430		$ 11.23		982		982
Series C-1	26,397		26,397		$ 11.23		296		296
Series C-2	13,362		13,362		$ 11.23		150		150
Series D-1	35,013		35,013		$ 30.00		1,042		1,051
Series D-2	4,444		4,444		$ 27.00		133		120
Series D-3	4,999		4,999		$ 30.00		146		150
Series E-1	63,610		63,610		$ 56.09		3,549		3,568
Series E-2	95,282		95,282		$ 20.93		4,728		1,994
Series E-3	12,664		12,664		$ 56.09		856		710
Series E-4	15,343		15,343		$ 50.48		986		774
Series E-5	24,244		24,244		$ 53.28		1,598		1,292
Series F-1	92,220		92,220		$ 140.97		12,999		13,000
Series F-2	20,740		20,740		$ 20.93		2,179		434
Series G-1	90,510		90,510		$ 259.14		23,454		23,455
Series G-2	83,929		83,929		$ 259.14		33,558		21,749
Series G-3	20,563		20,563		$ 20.93		4,571		430
Series G-4	3,322		3,322		$ 233.22		928		775
Series H-1	78,942		77,638		$ 589.01		45,728		45,729
Series H-2	34,808		33,110		$ 589.01		19,502		19,502
Series H-3	104,472		—		$ 20.93		—		—
Series H-4	79,573		—		$ 50.48		—		—
Total	1,040,441		853,394				$ 157,510		$ 136,286

Series G and Series H Financings (Unaudited)

In the first quarter of 2026, the Company completed the sale of an aggregate of 90.5 million shares of Series G-1

redeemable convertible preferred stock and an aggregate of 26.0 million shares of Series G-2 non-voting

redeemable convertible preferred stock at a price of $259.1364 per share, for aggregate gross proceeds of $30.2

billion.

In the second quarter of 2026, the Company completed the sale of an aggregate of 57.9 million shares of Series

G-2 non-voting redeemable convertible preferred stock at a price of $259.1364 per share, for aggregate

proceeds of $15.0 billion. Refer to Note 4 for further information.

In the second quarter of 2026, the Company also completed the sale of an aggregate of 77.6 million shares of

Series H-1 redeemable convertible preferred stock and an aggregate of 33.1 million shares of Series H-2 non-

voting redeemable convertible preferred stock at a price of $589.0095 per share, for aggregate gross proceeds of

$65.2 billion.

Dividend Rights

The holders of the outstanding shares of redeemable convertible preferred stock are entitled to receive, when

and if declared by the Board, and prior and in preference to dividends on the Company’s common stock,

dividends at the per annum rate of 6% of the applicable original issue price per share (“OIP”). Such dividends

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shall not be cumulative. After payment of such dividends, any additional dividends shall be distributed among

the holders of common stock and redeemable convertible preferred stock in proportion to the number of shares

of common stock that would be held by each such holder if all shares of redeemable convertible preferred stock

were converted to common stock calculated on the record date for determination of holders entitled to such

dividends. No dividends have been declared or paid through December 31, 2025 and June 30, 2026

(unaudited).

Liquidation Preference

In the event of any Liquidation Transaction (defined, generally, as any voluntary or involuntary liquidation,

dissolution or winding up of the Company or deemed liquidation event), the holders of redeemable convertible

preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the

Company to the holders of common stock, by reason of their ownership thereof, an amount per share equal to

the OIP for each outstanding share of redeemable convertible preferred stock then held (as adjusted for stock

splits, stock dividends, reclassifications and the like), plus any declared but unpaid dividends on such shares. If,

upon the occurrence of such event, the assets and funds thus distributed among the holders of redeemable

convertible preferred stock shall be insufficient to permit the payment to such holders of the full aforesaid

preferential amounts, then the entire assets and funds of the Company legally available for distribution shall be

distributed ratably among the holders of redeemable convertible preferred stock in proportion to the

preferential amount each such holder is otherwise entitled to receive, and provided that the holders of

redeemable convertible preferred stock will be treated on an as-converted basis if, as a result of an actual

conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be

distributed to such holder if such holder did not convert such series of preferred stock into shares of such series

of common stock.

Conversion

Each share of redeemable convertible preferred stock is convertible into fully paid and non-assessable shares of

Class A common stock, in the case of the Series A, Series C-1, Series D-1, Series D-2, Series E-1, Series F-1,

Series G-1, and Series H-1 redeemable convertible preferred stock. Each share of non-voting redeemable

convertible preferred stock is convertible into fully paid and non-assessable shares of Class N common stock

(non-voting common stock), in the case of the Series B, Series C-2, Series D-3, Series E-2, Series E-3, Series

E-4, Series E-5, Series F-2, Series F-3, Series F-4, Series G-2, Series G-3, Series G-4, Series H-2, Series H-3, and

Series H-4 non-voting redeemable convertible preferred stock.

•Optional conversion – Each share of redeemable convertible preferred stock is convertible into Class A

common stock or Class N common stock, as applicable, at any time after the issuance of shares at the

option of the holder. The conversion rate is determined by dividing the applicable original issue price

by the conversion price. As of December 31, 2024, the conversion ratio for all series of redeemable

convertible preferred stock was 10:1. In connection with the Series E redeemable convertible preferred

stock financing during the year ended December 31, 2025, the issuance of Series E-2 non-voting

redeemable convertible preferred stock at $20.9280 per share triggered weighted-average antidilution

adjustments to the conversion prices of the Series D-1, D-2, and D-3 redeemable convertible preferred

stock. As of December 31, 2025, the conversion ratio for all series of redeemable convertible preferred

stock was 10:1, except for the Series D-1, Series D-2, and Series D-3 redeemable convertible preferred

stock, which were approximately 10.5, 10.4, and 10.5, respectively. As of June 30, 2026 (unaudited),

the conversion ratio for all series of redeemable convertible preferred stock was 10:1, except for the

Series D-1, Series D-2, and Series D-3, which were approximately 10.6:1, 10.4:1, and 10.6:1,

respectively. Upon conversion, no adjustments to the conversion price shall be made for any declared

but unpaid dividends on the redeemable convertible preferred stock surrendered for conversion or on

the common stock delivered upon conversion.

•Mandatory conversion – Each share of redeemable convertible preferred stock shall automatically

convert to Class A common stock or Class N common stock, as applicable, at the applicable conversion

rate upon the earlier of (i) the Company’s sale of its common stock in a firm commitment underwritten

public offering pursuant to a registration statement under the Securities Act of 1933, as amended,

resulting in at least $100 million of aggregate cash gross proceeds to the Company, net of underwriting

discounts and commissions, (ii) the Company’s completion of a transaction or series of related

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transactions (by merger, or consolidation, share exchange or otherwise with a publicly traded “special

purpose acquisition company” or its subsidiary), which does not qualify as a liquidation transaction, or

(iii) the date, or upon the occurrence of an event, specified by vote or written consent of holders of each

of (a) the majority of the then outstanding shares of Series A redeemable convertible preferred stock,

Series C-1 redeemable convertible preferred stock, Series D-1 redeemable convertible preferred stock,

Series D-2 redeemable convertible preferred stock, Series E-1 redeemable convertible preferred stock,

Series F-1 redeemable convertible preferred stock, Series G-1 redeemable convertible preferred stock,

and Series H-1 redeemable convertible preferred stock voting together as a single class on an as-

converted basis, (b) the holders of a majority of the then outstanding shares of Series C-1 redeemable

convertible preferred stock, voting separately as a class, which majority must include the vote or

written consent, as applicable, of certain specified stockholders, (c) a majority of the Series D-1

redeemable convertible preferred stock and Series D-2 redeemable convertible preferred stock, voting

together as a single class on an as-converted basis, (d) a majority of the Series E-1 redeemable

convertible preferred stock, voting separately as a class on an as-converted basis, (e) with respect to the

Series F redeemable convertible preferred stock only, a majority of the Series F-1 redeemable

convertible preferred stock, voting separately as a class on an as-converted basis, (f) with respect to the

Series G redeemable convertible preferred stock only, a majority of the Series G-1 redeemable

convertible preferred stock, voting separately as a class on an as-converted basis, and (g) with respect

to the Series H redeemable convertible preferred stock only, a majority of the Series H-1 redeemable

convertible preferred stock, voting separately as a class on an as-converted basis.

Voting

The holders of Series A, Series C-1, Series D-1, Series D-2, Series E-1, Series F-1, Series G-1, and Series H-1

redeemable convertible preferred stock shall be entitled to the same voting rights and powers as the holders of

the Class A common stock and to notice of any stockholders’ meeting in accordance with the bylaws of the

Company, and the holders of Class A common stock and the holders of Series A, Series C-1, Series D-1, Series

D-2, Series E-1, Series F-1, Series G-1, and Series H-1 redeemable convertible preferred stock shall vote together

as a single class on all matters. Each holder of Series A, Series C-1, Series D-1, Series D-2, Series E-1, Series F-1,

Series G-1, and Series H-1 redeemable convertible preferred stock shall be entitled to the number of votes equal

to the number of shares of Class A common stock into which such shares of Series A, Series C-1, Series D-1,

Series D-2, Series E-1, Series F-1, Series G-1, and Series H-1 redeemable convertible preferred stock,

respectively, could be converted.

The holders of Series B, Series C-2, Series D-3, Series E-2, Series E-3, Series E-4, Series E-5, Series F-2, Series

F-3, Series F-4, Series G-2, Series G-3, Series G-4, Series H-2, Series H-3, and Series H-4 non-voting

redeemable convertible preferred stock shall not be entitled to vote and shall have no voting rights, except as

required by law or as specifically set forth in the certificate of incorporation, and shall have no right to vote in

any election of the Board.

Redemption

The holders of the redeemable convertible preferred stock have no voluntary rights to redeem shares. The

redeemable convertible preferred stockholders have liquidation preferences in the event of any Liquidation

Transaction (defined, generally, as any voluntary or involuntary liquidation, dissolution or winding up of the

Company or deemed liquidation event). Although the redeemable convertible preferred stock is not

mandatorily or currently redeemable, a deemed liquidation event could constitute a redemption event outside

the Company’s control. Therefore, all shares of redeemable convertible preferred stock have been presented

outside of permanent equity.

The Company recorded shares of redeemable convertible preferred stock issued for cash at their respective

issuance price less issuance costs on the dates of issuance. Shares of redeemable convertible preferred stock

issued upon conversion of convertible notes were recorded at the fair value of the respective convertible note

immediately prior to conversion. The carrying values of the Company’s redeemable convertible preferred stock

have not been accreted to their redemption values as the liquidation event is not considered probable of

occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it

becomes probable the convertible preferred stock will become redeemable.

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Common Stock

The Company has one class of capital stock designated “participating common stock” and another class of

capital stock designated “Class T common stock.” The class of capital stock designated “participating common

stock” is divided into two series, designated “Class A common stock” and “Class N common stock.” The

certificate of incorporation, as amended and restated August 27, 2025, authorized the Company to issue up to

8,162.8 million shares of Class A common stock, 5,547.2 million shares of Class N common stock, and 1 share of

Class T common stock. The certificate of incorporation, as amended and restated May 27, 2026 (unaudited),

authorized the Company to issue up to 10,991.0 million shares of Class A common stock, 7,044.0 million shares

of Class N common stock, and 1 share of Class T common stock. Holders of Class A common stock are entitled

to one vote per share. The holders of Class N common stock shall have no right to vote, generally, except as

required by law, including no right to vote in any election of the Board, except as required by law. The holders

of Class T common stock have no right to vote generally, except as required by law or specifically set forth in the

certificate of incorporation. The participating common stock is subordinate to the redeemable convertible

preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the

Company. The Class T common stock is not mandatorily redeemable and does not entitle the holder thereof to

receive dividends or any distribution of assets upon the liquidation, winding up, or dissolution of the Company

or the occurrence of a Liquidation Transaction (defined, generally, as any voluntary or involuntary liquidation,

dissolution or winding up of the Company or deemed liquidation event).

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Notes to Consolidated Financial Statements

(Continued)

The total shares of the Company’s common stock reserved for future issuance, on an as-if converted basis are as

follows (in thousands):

	As of December 31,				As of June 30,
	2024		2025		2026
					(unaudited)
Series A	485,744		485,744		485,744
Series B	874,304		874,304		874,304
Series C-1	263,972		263,972		263,972
Series C-2	133,617		133,617		133,617
Series D-1	350,128		368,311		370,299
Series D-2	44,438		46,132		46,314
Series D-3	49,993		52,589		52,873
Series E-1	—		636,101		636,101
Series E-2	—		952,819		952,819
Series E-3	—		126,646		126,646
Series E-4	—		153,429		153,429
Series E-5	—		242,436		242,436
Series F-1	—		922,197		922,197
Series F-2	—		207,399		207,399
Series F-3	—		—		—
Series F-4	—		—		—
Series G-1	—		—		905,104
Series G-2	—		—		839,288
Series G-3	—		—		205,629
Series G-4	—		—		33,216
Series H-1	—		—		776,379
Series H-2	—		—		331,103
Series H-3	—		—		—
Series H-4	—		—		—
Shares available under Donation Matching Plan	964,341		964,341		933,698
Stock options and restricted stock units outstanding	1,736,780		2,603,784		2,846,697
Shares available for future issuance	26,547		287,571		569,059
Total shares reserved for issuance	4,929,864		9,321,392		12,908,323

Equity Compensation Plan

In January 2021, the Board approved the 2021 Stock Plan (the “Plan”). The Plan allows for the award of

incentive stock options, non-statutory stock options, restricted stock awards, and RSUs to employees, non-

employee directors, and consultants of the Company. As of December 31, 2025 and June 30, 2026 (unaudited),

there were 3,112.4 million shares and 3,864.8 million shares, respectively, of common stock reserved for

issuance under the Plan, with 287.6 million shares and 569.1 million shares, respectively, available to be issued.

Options issued under the Plan generally are exercisable for periods not to exceed ten years and generally vest

over either four years with 25% vesting after one year and with the remainder vesting monthly thereafter in

equal installments, or over one year with 100% vesting after one year. Effective January 2026 (unaudited),

options issued under the Plan generally are exercisable for periods not to exceed 10 years and generally vest

over either four years with 12.5% vesting after six months and with the remainder vesting monthly thereafter in

equal installments, or over one year with 50% vesting after six months and with the remainder vesting monthly

thereafter in equal installments.

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Stock Options

A summary of stock option activity and related information was as follows:

	Number of Shares (in thousands)		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2023	532,827		$ 0.52		9.3		$ 416
Granted	1,279,562		1.30
Exercised	(24,907)		0.40
Cancelled and forfeited	(50,702)		0.98
Balance as of December 31, 2024	1,736,780		1.08		9.2		$ 2,248
Granted	550,591		3.72
Exercised	(141,478)		0.79
Cancelled and forfeited	(163,150)		1.33
Balance as of December 31, 2025	1,982,743		1.81		8.6		$ 31,415
Granted (unaudited)	90,419		22.14
Exercised (unaudited)	(227,942)		1.38
Cancelled and forfeited (unaudited)	(48,154)		1.87
Balance as of June 30, 2026 (unaudited)	1,797,066		$ 2.89		8.2		$ 98,205
Vested and exercisable as of December 31, 2025	662,636		$ 1.12		8.1		$ 10,961
Vested and exercisable as of June 30, 2026 (unaudited)	902,727		$ 2.06		8.1		$ 50,077

The intrinsic value of a stock option is calculated as the difference between the per-share exercise price of the

stock option and the estimated per-share fair value of the Company’s common stock at the measurement date.

The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2024, and 2025

and during the six months ended June 30, 2026 (unaudited) was $7 million, $31 million, $1.1 billion, and $6.8

billion, respectively.

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023,

2024, and 2025 and during the six months ended June 30, 2026 (unaudited) was $0.51 per share, $1.07 per

share, $5.76 per share, and $19.90 per share, respectively. The total grant-date fair value of options vested

during the years ended December 31, 2023, 2024, and 2025 and during the six months ended June 30, 2026

(unaudited) was $12 million, $83 million, $733 million, and $2.0 billion, respectively.

As of December 31, 2025 and June 30, 2026 (unaudited), there was approximately $3.2 billion and $2.8 billion,

respectively, of total unrecognized compensation cost related to unvested stock options, which is expected to be

recognized over a weighted-average period of 1.5 years and 1.2 years, respectively.

The following weighted-average assumptions were used to calculate the fair value of option grants:

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2026
							(unaudited)
Fair value of common stock	$0.51 - $1.08		$1.30 - $2.23		$3.45 - $16.69		$21.56 - $57.14
Expected volatility	71.6 %		67.6 %		66.4 %		65.7 %
Risk-free interest rate	4.3 %		4.1 %		3.9 %		3.8 %
Dividend yield	— %		— %		— %		— %
Expected term (in years)	6.0		6.1		5.6		5.3

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Notes to Consolidated Financial Statements

(Continued)

Restricted Stock Units

The Company grants RSUs to employees and the RSUs vest upon the satisfaction of both a service condition

and a performance condition. The service condition for these awards is generally satisfied over a four-year

vesting period. The performance condition is satisfied upon the occurrence of an “initial event” which is defined

as either (i) a qualifying change in control of the Company or (ii) a listing of the Company’s equity securities on

an established securities market (including through a traditional public offering, direct listing, or business

combination with a special purpose acquisition company), in each case, on or before the seventh anniversary of

the grant date, as further defined in such RSU agreements. If the performance condition is not satisfied within

seven years of the grant date, all unvested RSUs are forfeited.

As of December 31, 2025 and June 30, 2026 (unaudited), no stock-based compensation expense had been

recognized for the RSUs because management determined that it is not probable that the performance

condition will be achieved. If management had determined the performance condition was probable of

achievement as of December 31, 2025 and June 30, 2026 (unaudited), the Company would have recognized

$671 million and $2.9 billion, respectively, of cumulative stock-based compensation expense as of the

respective dates and would have had $5.2 billion and $23.7 billion, respectively, of unrecognized compensation

cost that represents the RSUs that have not satisfied the service condition for vesting. As of June 30, 2026

(unaudited), unrecognized compensation cost is expected to be recognized over a weighted-average period of

2.1 years.

The following table summarizes RSU activity under the Plan during the year ended December 31, 2025 and six

months ended June 30, 2026 (unaudited):

	Number of Shares (in thousands)		Weighted- Average Grant-Date Fair Value per Share
Balance as of December 31, 2024	—		$ —
Granted	629,385		9.42
Vested	—		—
Forfeited or cancelled	(8,344)		6.07
Balance as of December 31, 2025	621,041		9.47
Granted (unaudited)	451,891		46.48
Vested (unaudited)	—		—
Forfeited or cancelled (unaudited)	(23,301)		12.28
Balance as of June 30, 2026 (unaudited)	1,049,631		$ 25.34

The total intrinsic value and fair value of RSUs vested during the year ended December 31, 2025 and six months

ended June 30, 2026 (unaudited) was zero.

Restricted Stock Awards (“RSAs”)

In January and February 2021, the Company granted a total of 1,731.3 million RSAs to founders and early

employees that vested based on the passage of time (i.e., a service condition). The Company also grants RSAs to

certain non-employee service providers. The RSAs are shares of common stock that are issued and outstanding

and are subject to repurchase by the Company (for a minimal amount) if the holder’s service terminates before

the restricted shares vest. Compensation cost is measured at the grant-date fair value of the underlying

common stock and is recognized over the vesting period.

During the year ended December 31, 2024, 432.8 million RSAs vested and 36.1 million RSAs were subject to

repurchase. During the year ended December 31, 2025, all remaining RSAs subject to repurchase as of the end

of the prior year vested and additional RSAs granted and subject to repurchase were not material.

During the six months ended June 30, 2026 (unaudited), the Company granted 10.4 million RSAs in

connection with acquisitions, which remain unvested as of June 30, 2026. As of June 30, 2026 (unaudited),

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Notes to Consolidated Financial Statements

(Continued)

there was approximately $325 million of total unrecognized compensation cost related to unvested RSAs, which

is expected to be recognized over a weighted-average period of 2.7 years.

Share Repurchases

During the year ended December 31, 2025, the Company repurchased and immediately retired 27.9 million

shares of common stock from certain former and current service providers at a purchase price of $5.61 per

share, which was in excess of the then-current fair market value at the time of repurchase. The aggregate fair

value of the shares repurchased was $149 million, which was recorded as an increase in accumulated deficit.

The excess of the repurchase price over the fair market value of the shares at the date of repurchase was

recognized as stock-based compensation expense of $7 million in the consolidated statement of operations.

The Company did not repurchase any shares during the six months ended June 30, 2026 (unaudited).

In February 2026 (unaudited), the Company’s Board of Directors approved an offer by a group of third-party

buyers to purchase shares of the Company’s Class A common stock at a price of $25.9136 per share from sellers

that included current and former employees, non-employee service providers, and donor advised funds. The

tender offer closed in April 2026, and an aggregate of 179.9 million shares were sold. Shares sold in the tender

offer were sold at fair value, and accordingly, no stock-based compensation expense was recognized in

connection with the transaction.

Donation Matching Plan

In November 2021, the Company adopted its donation matching plan (“Donation Matching Plan”) whereby

eligible employees of the Company can pledge to donate to eligible nonprofit organizations, including 501(c)(3)

tax exempt organizations, and have the Company match such donation on the terms set forth in the Donation

Matching Plan. The Company may elect, at its sole discretion and per the terms of the Donation Matching Plan,

to match the donation in shares of Class N common stock or in cash in an equivalent value. As of December 31,

2024 and 2025, 964.3 million shares of common stock were reserved for issuance under the Donation Matching

Plan, and no shares are issued or outstanding. As of June 30, 2026 (unaudited), 933.7 million shares of

common stock were reserved for issuance under the Donation Matching Plan. During the six months ended

June 30, 2026 (unaudited), the Company recognized a change in fair value of $126 million of the donation

matching program liability within other operating and administrative expense in the consolidated statements of

operations and issued 30.6 million shares of Class N common stock upon settlement of its donation matching

obligation in the first quarter of 2026 (unaudited). As of December 31, 2024 and 2025 and June 30, 2026

(unaudited), the Company accrued zero, $541 million, and zero, respectively, within accounts payable, accrued

expenses, and other current liabilities on the consolidated balance sheets, representing the estimated fair value

of the current obligations to match employee donations under the donation matching program based on

observable and unobservable inputs, specifically considering the price of the Company’s common stock.

Donation matching expense is included within other operating and administrative expenses in the consolidated

statements of operations.

11. Income Taxes

The Company is subject to taxation in the United States and various other state and foreign jurisdictions. The

domestic and foreign components of pre-tax loss were as follows (in millions):

	Year Ended December 31,
	2023		2024		2025
Domestic	$ (1,529)		$ (8,302)		$ (41,881)
Foreign	—		(6)		(64)
Loss before provision for income taxes	$ (1,529)		$ (8,308)		$ (41,945)

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Notes to Consolidated Financial Statements

(Continued)

The components of the provision for income taxes were as follows (in millions):

	Year Ended December 31,
	2023		2024		2025
Current:
Federal	$ —		$ —		$ —
State	—		—		—
Foreign	2		4		17
Total current provision for income taxes	2		4		17
Deferred:
Federal	—		—		—
State	—		—		—
Foreign	—		(3)		3
Total deferred provision for (benefit from) income taxes	—		(3)		3
Total provision for income taxes	$ 2		$ 1		$ 20

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

	Year Ended December 31,
	2023		2024
U.S. Federal statutory tax rate	21.0 %		21.0 %
State and local income taxes, net of Federal income tax effect	3.6 %		2.4 %
Foreign tax effects	(0.1)%		— %
Research and development credits	1.4 %		2.2 %
Changes in valuation allowances	(9.4)%		(12.2)%
Mark to market	(16.2)%		(13.6)%
Other	(0.4)%		0.2 %
Provision for income taxes	(0.1)%		— %

	Year Ended December 31, 2025
	Amount		Percent
Pre-tax book income	$ (41,945)
U.S. Federal statutory tax rate	(8,808)		21.0 %
State and local income taxes, net of Federal income tax effect(1)	(47)		0.1 %
Foreign tax effects	34		(0.1)%
Tax credits	(404)		1.0 %
Changes in valuation allowances	1,870		(4.5)%
Nontaxable or nondeductible items
Mark to market	7,192		(17.1)%
Other nondeductible expenses (no item >5%)	5		— %
Changes in unrecognized tax benefits	165		(0.4)%
Other	13		— %
Provision for income taxes	$ 20		— %

______________

(1)State taxes in California made up the majority (greater than 50%) of the tax effect in this category.

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Notes to Consolidated Financial Statements

(Continued)

The tax effects of temporary differences and related deferred tax assets and liabilities were as follows (in

millions):

As of December 31,
	2024		2025
Deferred tax assets:
Stock-based compensation	$ 40		$ 279
Research and development capitalization	459		34
Net operating loss carryforwards	445		2,007
Research and development tax credit	260		656
Lease liability	10		25
Bad debt reserve	1		4
Depreciation and amortization	1		—
Contingency reserve	1		312
Other accruals	—		147
Valuation allowance	(1,206)		(3,422)
Total deferred tax asset, net	11		42
Deferred tax liabilities:
ROU asset	(8)		(28)
Depreciation and amortization	—		(12)
Other deferred tax liabilities	—		(2)
Total deferred tax liabilities	(8)		(42)
Net deferred tax assets	$ 3		$ —

In determining the need for a valuation allowance, the Company reviewed both positive and negative evidence

bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of

cumulative net losses incurred since inception and has concluded that it is more likely than not that the

Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance was

established against the Company’s U.S. and foreign net deferred tax assets as of December 31, 2025.

Management reevaluates the positive and negative evidence at each reporting period.

A reconciliation of the beginning and ending amount of the Company’s valuation allowance is as follows (in

millions):

	Year Ended December 31,
	2023		2024		2025
Valuation allowance, beginning of year	$ 56		$ 200		$ 1,206
Changes in related gross deferred tax asset	144		1,006		2,216
Valuation allowance, end of year	$ 200		$ 1,206		$ 3,422

As of December 31, 2025, the Company had U.S. federal net operating loss (“NOL”) carryforwards of $8.2

billion, which do not expire, state NOL carryforwards of $4.2 billion, which begin to expire in 2033, and NOL

carryforwards in Ireland of $85 million, which do not expire.

As of December 31, 2025, the Company had U.S. federal and California R&D tax credit carryforwards in the

amount of $656 million and $343 million, respectively. The U.S. federal R&D tax credits begin to expire in

2042 while the California R&D tax credits can be carried forward indefinitely.

The Company’s ability to utilize the NOL carryforwards and R&D credit carryforwards in the future may be

subject to an annual limitation due to ownership changes that have occurred or that could occur in the future in

accordance with Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), as well as

similar state provisions. These ownership changes may limit the amount of NOL and R&D tax credit

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(Continued)

carryforwards that can be utilized annually to offset future taxable income and future income tax, respectively.

In general, an ownership change as defined by Section 382 results from transactions increasing the ownership

of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year

period. The Company last completed a Section 382 analysis as of December 31, 2023, and has determined that

ownership changes have taken place in October 2021 and September 2023. However, no limitations on the

utilization of tax attributes were identified as of that date. A Section 382 study has not been conducted

subsequent to December 31, 2023. Ownership changes that may have occurred in 2024 and 2025 may therefore

subject tax attributes to a yearly limitation.

A reconciliation of the beginning and ending amount of the Company’s unrecognized tax benefits during the

years ended December 31, 2024, and 2025 is as follows (in millions):

Year Ended December 31,
	2024		2025
Balance, beginning of year	$ 7		$ 101
Increases related to prior year tax positions	10		4
Increases related to current year tax positions	84		188
Balance, end of year	$ 101		$ 293

The Company files tax returns in the United States and various state and foreign jurisdictions in which the

Company conducts business activities. The federal and state income tax returns are subject to examination for

all tax years, the tax returns in the United Kingdom are open from 2023 onwards and the Ireland tax returns

are open from 2024 onwards. To the extent the Company has tax attribute carryforwards, the tax years in which

the attribute was generated may still be adjusted upon examination by the Internal Revenue Service (“IRS”) or

state tax authorities to the extent utilized in a future period. Additionally, the Company is subject to tax

examinations by tax authorities in foreign jurisdictions where it has business operations. There are currently no

federal, state, or foreign audits in progress by the IRS or any other jurisdictions for any tax years.

Given the Company’s full valuation allowance, none of the unrecognized tax benefits, if recognized, would affect

the Company’s effective tax rate. The Company’s policy is to recognize interest and penalties related to income

taxes as components of income tax expense. As of December 31, 2024 and 2025, the Company did not accrue

interest and penalties related to unrecognized tax benefits.

The Company considers the earnings of its foreign subsidiaries to be indefinitely reinvested and, accordingly,

has not provided U.S. federal or state income taxes or foreign withholding taxes on such earnings. The

Company does not expect material taxes would be due upon repatriation of these earnings.

The amount of cash taxes paid by (refunded to) the Company during the year ended December 31, 2025 is as

follows (in millions):

Year Ended December 31, 2025
Federal		$ —
State		—
Foreign
United Kingdom		10
South Korea		(2)
All Other Foreign		—
Cash taxes, net of amounts refunded		$ 8

In July 2025, the United States enacted tax legislation commonly referred to as the One Big Beautiful Bill Act

(the “OBBB Act”). The OBBB Act, among other things, extends certain provisions of 2017 U.S. federal tax

legislation relating to federal bonus depreciation. The OBBB Act permanently reverted to pre-Tax Cuts and Jobs

Act rules allowing full deduction of domestic research and experimental expenses effective for tax years

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beginning after December 31, 2024, and provided transition relief permitting acceleration of previously

capitalized domestic R&D costs from 2022 to 2024. While these provisions resulted in a significant favorable

temporary difference in the Company’s 2025 tax provision, they did not have a material effect on the Company’s

consolidated financial statements for the year ended December 31, 2025, due to the Company’s full valuation

allowance position on deferred tax assets. The Company will continue to monitor future developments,

including regulatory guidance and interpretations, which could have a material impact as the Company’s tax

position evolves.

For the Six Months Ended June 30, 2025 and 2026 (Unaudited)

A summary of the Company’s provision for income taxes, loss before provision for income taxes, and effective

tax rates is as follows (in millions, except percentages):

		Six Months Ended June 30,
		2025		2026
Provision for income taxes		$ 7		$ 21
Loss before provision for income taxes		$ (12,962)		$ (80,727)
Effective tax rate		(0.1)%		— %

The Company’s provision for income taxes consists primarily of state taxes in the United States and foreign

taxes in jurisdictions in which the Company conducts business. The Company recorded income tax expense of

$7 million and $21 million for the six months ended June 30, 2025 and 2026, respectively. The Company

maintains a full valuation allowance against its net deferred tax assets as it is more likely than not that these

assets will not be realized.

12. Net Loss per Share

The Company computes net loss per share utilizing the two-class method required for participating securities.

The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A common

stock and Class N common stock are identical, except with respect to voting. As a result, the basic and diluted

net loss per share of Class A common stock and Class N common stock are the same and therefore presented on

a combined basis.

The following table sets forth the computation of basic and diluted net loss per share, net of tax attributable to

the Company’s common stockholders (in millions, except share amounts which are reflected in thousands, and

per-share data):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Numerator:
Net loss	$ (1,531)		$ (8,309)		$ (41,965)		$ (12,969)		$ (80,748)
Denominator:
Weighted-average shares of common stock outstanding, basic and diluted	1,076,881		1,528,995		1,821,085		1,788,731		2,024,973
Net loss per share attributable to common stockholders, basic and diluted	$ (1.42)		$ (5.43)		$ (23.04)		$ (7.25)		$ (39.88)

For the years ended December 31, 2023, 2024, and 2025 and the six months ended June 30, 2025 and 2026

(unaudited), basic net loss per share is the same as diluted net loss per share as the inclusion of all potential

shares of common stock outstanding would have been anti-dilutive.

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Potentially dilutive securities that were not included in the diluted per-share calculations because they would

have been anti-dilutive were as follows (in thousands):

	Year Ended December 31,						Six Months Ended June 30,
	2023		2024		2025		2025		2026
							(unaudited)
Redeemable convertible preferred stock	1,757,637		2,202,194		5,465,695		4,333,169		8,558,869
Convertible notes	1,137,923		1,893,289		2,046,074		2,253,472		1,840,445
Derivative liabilities	3,062,061		450,000		—		—		—
RSAs	468,904		36,070		27		—		13,529
Stock options	532,827		1,736,780		1,982,743		1,835,665		1,797,066
Holdback liability	—		—		1,596		—		1,590
Donation matching program liability	—		—		30,643		—		—
Total	6,959,352		6,318,333		9,526,778		8,422,306		12,211,499

The SAFEs and certain convertible notes were excluded from the anti-dilutive securities as the potential

common stock are contingently issuable and the number of shares issuable is contingent on the price at which

future financing transactions occur. The table above does not include 621.0 million, 173.7 million, and 1,049.6

million RSUs outstanding as these awards are subject to a performance condition that was not considered

probable for the year ended December 31, 2025 and six months ended June 30, 2025 and 2026 (unaudited),

respectively.

13. Commitments and Contingencies

Purchase Commitments

The Company routinely enters into non-cancelable agreements with third parties that contractually obligate the

Company to purchase services. These contractual commitments primarily relate to CSP hosting and other third-

party infrastructure services agreements.

Future minimum payments under the Company’s non-cancelable purchase commitments with a remaining

term in excess of one year as of December 31, 2025 were as follows (in millions):

Year Ended December 31,		Amount
2026		$ 7,059
2027		11,128
2028		10,832
2029		8,304
2030		5,428
Thereafter		11,808
Total non-cancelable contractual commitments		$ 54,559

As of June 30, 2026 (unaudited), expected future fixed or minimum guaranteed commitments under these

agreements were approximately $265.6 billion with terms ranging from one to 20 years.

The Company has also entered into compute and infrastructure agreements that do not specify a fixed or

minimum dollar commitment. Payments under these agreements will depend on the capacity made available

and deployed, delivery timing, and pricing, and are not yet determinable. The Company does not include any

estimated obligation for these agreements in the amount above; however, such payments are expected to be

significant.

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Guaranty (unaudited)

In 2026, the Company entered into guaranty and cost reimbursement arrangements with developers to support

data center capacity development, including procuring long-lead time equipment and materials. The Company

may be required to make payments to or on behalf of the counterparties if specified trigger events occur. As of

June 30, 2026, maximum potential payments under these arrangements were up to $0.8 billion, and amounts

accrued under these arrangements were not material.

Legal Matters

The Company is involved from time to time in claims, proceedings, and litigation, including the following:

In August 2024, various authors filed suit against the Company alleging infringement of copyrighted books in

the case of Bartz, et al. v. Anthropic in the U.S. District Court for the Northern District of California (“Bartz”).

The complaint alleged, among other things, copyright infringement related to the use of literary works used in

the training of the Company’s large language models. The complaint sought certification as a class action,

unspecified amounts of damages, injunctive relief, attorneys’ fees, costs, and interest. The Company reached a

settlement in the amount of $1.5 billion and the interest earned thereon, which was approved by the district

court in July 2026. The Company paid $300 million during the year ended December 31, 2025 and recorded

liabilities of $750 million in accounts payable, accrued expenses, and other current liabilities and $450 million

in other noncurrent liabilities on the consolidated balance sheets as of December 31, 2025, and $1.2 billion in

accounts payable, accrued expenses, and other current liabilities as of June 30, 2026 (unaudited).

In October 2023, Concord Music Group et al. filed a complaint against the Company in the U.S. District Court

for the Middle District of Tennessee (“Concord I”). The complaint alleges, among other things, that in the

process of building and operating the Company models, the Company unlawfully copied and disseminated

copyrighted lyrics controlled by the publishers. It also asserts a claim for unlawful removal of copyright

management information. The complaint seeks unspecified amounts of damages, injunctive relief, attorneys’

fees, costs, and interest. The case was later transferred to the Northern District of California. Both parties filed

motions for summary judgment and the court held a hearing on October 21, 2026. The Company disputes the

allegations of wrongdoing and intends to defend itself vigorously in this matter.

The Company is also subject to four copyright actions in Canada. In May and July 2025, two putative class

actions were filed on behalf of purported classes of Canadian authors - one in British Columbia (“MacKinnon”)

on behalf of all Canadian authors, and one in Québec (“Grescoe”) on behalf of all Québec authors - each alleging

violations of Canada’s Copyright Act based on the Company’s copying and use of copyrighted books to train its

large language models. Grescoe has been stayed pending a final judgment in MacKinnon. In July 2026, La

Presse Inc., a Québec news publisher, filed a copyright infringement action against the Company in the Québec

Superior Court alleging that the Company reproduced its journalistic works in the data used to train the

Company’s models. In October 2026, a group of Canadian news publishers filed a claim against the Company in

the Ontario Superior Court of Justice. The plaintiffs allege the Company copied their content from their

websites to develop its Claude models. They further allege the Company breached the websites’ terms of service

and circumvented technological protection measures. The Company disputes the allegations of wrongdoing and

intends to defend itself vigorously in these matters.

In June 2025, Reddit, Inc. filed suit against the Company in California state court alleging various claims,

including breach of contract and trespass to chattels, stemming from allegations about the Company’s use of

Reddit data in building and operating its models. In September 2026, the state court narrowed the case to

Reddit’s breach of contract, interference with contract, and unfair competition claims. The Company disputes

the allegations of wrongdoing and intends to defend itself vigorously in this matter.

Between January and October 2026, several complaints were filed against the Company in the U.S. District

Court for the Northern District of California by various music publishers and their affiliated entities, including

Concord Music Group, Universal Music Publishing Group, ABKCO Music, BMG Rights Management (US) LLC,

Round Hill Music LP, Sony Music Publishing (US) LLC, Warner Chappell Music, Inc., and others (collectively,

the “Music Publisher Matters”). The complaints allege, among other things, that the Company unlawfully

copied the plaintiffs’ copyrighted song lyrics and musical compositions, and assert claims for direct and indirect

copyright infringement based on both the acquisition and use of copyrighted materials to train the Company’s

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(Continued)

large language models and the outputs of those models, as well as claims for removal of copyright management

information. Certain of the complaints also assert claims for unauthorized downloading and distribution of

copyrighted works, circumvention of technological protection measures, and violations of the Digital

Millennium Copyright Act, and certain of the complaints also name two Company executives as defendants. The

complaints seek unspecified amounts of damages, injunctive relief, attorneys’ fees, costs, and interest. These

matters are in preliminary stages. The Company disputes the allegations of wrongdoing and intends to defend

itself vigorously in these matters.

The Company is subject to several putative class action complaints alleging that it markets and sells

subscription plans for Claude through false, misleading, and deceptive advertising practices. These matters are

generally in the early stages. The Company disputes the allegations of wrongdoing and intends to defend itself

vigorously in these actions.

Various authors and publishers have opted out of the class action and settlement reached in Bartz and filed

individual suits against the Company, generally alleging claims of direct copyright infringement, contributory

copyright infringement, and removal of copyright management information related to the use of literary works

used in the training of the Company’s large language models. The Company disputes the allegations of

wrongdoing in these remaining opt-out actions and intends to defend itself vigorously in all matters. These

proceedings remain in various stages.

The Company has received notices, demands, and other communications from several authors and individual

rights-holders, publishers (including, but not limited to, book, news, and music publishers), platforms and

website operators, and trade associations, in the United States and other jurisdictions (collectively, “Rights-

Holders”) alleging unauthorized acquisition or use of content, removal of copyright management information,

violation of terms of service, and violation of copyrights. Some Rights-Holders have also sought to have their

content removed from the Company’s training corpus or sought more information on how their content was

used in the development of the Company’s models. Other Rights-Holders have argued that the mere crawling of

their sites has harmed them. The Company expects to continue to receive similar notices from Rights-Holders,

which may ultimately result in litigation against the Company. The Company disputes the allegations of

wrongdoing and intends to defend itself vigorously in these matters.

From time to time, the Company is subject to inquiries, investigations, subpoenas and requests for information

from federal, state, and foreign governmental authorities, including the U.S. Federal Trade Commission and

state attorneys general, regarding, among other things, consumer protection, data protection and privacy, and

the safety and security of the Company’s products.

In addition, from time to time, the Company is subject to claims, litigation, and other proceedings, including

potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and

employment, competition, privacy and data protection, consumer protection, commercial disputes, and services

offered by the Company, and other matters. The outcomes of the Company’s legal proceedings and other

contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to its

operating results and cash flows for a particular period. The Company evaluates, on a regular basis,

developments in its legal proceedings and other contingencies that could affect the amount of liability,

including amounts in excess of any previous accruals and reasonably possible losses disclosed, and makes

adjustments and changes to its accruals and disclosures as appropriate. For the matters the Company discloses

that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is

immaterial, and the Company may be unable to estimate the possible loss or range of losses that could

potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if

any of the Company’s estimates and assumptions change or prove to have been incorrect, the Company may

experience losses in excess of the amounts recorded, which could have a material effect on its business,

consolidated financial position, results of operations, or cash flows.

Indemnification Agreements

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to

these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified

parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright,

patent, independent testing and evaluation of the Company’s models, or other intellectual property

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infringement claim by any third party with respect to its technology. These indemnification obligations are not

subject to a cap in certain instances. The term of these indemnification agreements is generally perpetual after

the execution of the agreement. The maximum potential amount of future payments the Company could be

required to make under these agreements is not determinable because it involves claims that may be made

against the Company in the future but have not yet been made. The Company has not incurred costs to defend

lawsuits or settle claims related to these indemnification agreements.

Employee Benefit Plan

The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code

covering eligible employees. A portion of employee contributions are matched up to a fixed maximum dollar

amount per year per eligible employee. During the years ended December 31, 2023, 2024, and 2025, matching

contributions related to the plan were $2 million, $7 million, and $15 million, respectively, and during the six

months ended June 30, 2025 and 2026 (unaudited), matching contributions were $7 million and $20 million,

respectively.

14. Segment and Geographical Information

The Company’s chief operating decision maker (“CODM”) is the leadership team consisting of the Company’s

Chief Executive Officer and President. The Company operates its business in one operating segment and,

therefore, has one reportable segment. The CODM utilizes financial information presented on a consolidated

basis for purposes of making operating decisions, assessing financial performance, and allocating resources

including, but not limited to, the Company’s consolidated net loss.

The CODM uses consolidated net loss as the measure of segment profit or loss. The CODM uses consolidated

net loss to evaluate overall financial performance, monitor budget-to-actual results, assess the return on the

Company’s investments in compute and infrastructure, personnel, and other operating activities to inform

decisions regarding the allocation of capital and personnel resources across the Company’s operations. There

are no other expense categories regularly provided to the CODM that are not already included in the primary

consolidated financial statements, except that stock-based compensation expense is separately provided to the

CODM as a discrete component within the Personnel line item. Stock-based compensation expense was $29

million, $192 million, and $1.2 billion for the years ended December 31, 2023, 2024, and 2025, and $286

million and $2.2 billion for the six months ended June 30, 2025 and 2026 (unaudited), respectively. The

CODM does not evaluate operating segments using asset information.

Long-lived assets, which consist of property and equipment, net, and operating lease right-of-use assets, by

geographic location are based on the physical location of the assets. As of December 31, 2024, December 31,

2025, and June 30, 2026 (unaudited), approximately 94%, 95%, and 95%, respectively, of the Company’s long-

lived assets were located in the United States.

15. Business Combinations

2026 Acquisition Activity (Unaudited)

On May 18, 2026, the Company acquired Stainless Software, Inc., to advance developer experience and agent

connectivity. This acquisition was primarily funded by shares of the Company’s Class A common stock with fair

value of $295 million. The total purchase price of $306 million consisted of $12 million cash and cash

equivalents, $65 million of intangible assets, $24 million of other net liabilities, and $253 million of goodwill.

Goodwill primarily relates to expected synergies and assembled workforce and is not expected to be deductible

for U.S. federal income tax purposes.

During the first half of 2026, the Company completed other acquisition activity for aggregate consideration of

$260 million.

2025 Acquisition Activity

On December 2, 2025, the Company acquired 100% of the issued and outstanding equity interests of Bun. The

acquisition primarily provides additional workforce to support the Company’s developer ecosystem initiatives

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and has been accounted for as a business combination. The total consideration transferred of approximately

$171 million consisted of: $136 million in equity issued, including replacement of equity awards attributable to

pre-combination services; a $25 million holdback liability to be settled in shares of the Company’s Class A

common stock; and $10 million in cash.

The fair value of equity issued was determined based on the estimated fair value of the Company’s Class A

common stock immediately prior to the acquisition and includes 8.6 million shares of Class A common stock

issued to Bun stockholders and a number of replacement options to purchase shares of the Company’s Class A

common stock issued to continuing employees that are subject to service-based vesting conditions over a three-

year period, of which a portion was attributable to pre-combination services and therefore included within the

total consideration noted above.

Equity issued excludes 1.6 million shares of Class A common stock held back and not legally issued, which serve

as partial security for the sellers’ general representation and warranty obligations. The holdback shares are

subject to an 18-month holdback period, after which any remaining shares will be released to the former Bun

stockholders, net of any shares necessary to satisfy breaches of the sellers’ general representations and

warranties or other post-closing adjustments.

The holdback shares were recorded at their acquisition date fair value and classified as a liability within Other

noncurrent liabilities on the consolidated balance sheets. The holdback liability will be settled in shares of Class

A common stock and is recorded at fair value through its settlement date, with changes in fair value recorded to

other income (expense), net on the consolidated statements of operations. The estimate of fair value of the

holdback liability used both observable and unobservable inputs, specifically considering the price of the

Company’s Class A common stock and the probability of payout at the end of the holdback period.

The purchase price was allocated on a preliminary basis to goodwill of $154 million and cash and cash

equivalents of $17 million. Goodwill primarily relates to expected synergies and assembled workforce and is not

expected to be deductible for U.S. federal income tax purposes.

Pro forma results of operations have not been presented because the effects of all acquisitions, individually and

in the aggregate, were not material. Acquisition-related costs were expensed as incurred within other operating

and administrative expenses on the consolidated statements of operations, and were not material.

16. Subsequent Events

The Company has evaluated subsequent events for recognition and measurement purposes through June 1,

2026, which is the date the consolidated financial statements were available to be issued.

Equity and Financing Transactions

•In January and February 2026, the Company completed the sale of an aggregate of 90.5 million shares

of Series G-1 redeemable convertible preferred stock and an aggregate of 26.0 million shares of Series

G-2 non-voting redeemable convertible preferred stock at a price of $259.1364 per share, for aggregate

gross proceeds of $30.2 billion.

•In February 2026, the Board approved an offer made by a group of third-party buyers to purchase

shares of the Company’s Class A common stock at a price of $25.9136 per share from a group of sellers

that included current and former employees, non-employee service providers, and donor advised

funds. The transaction closed in April 2026, and an aggregate of 179.9 million shares were sold. There

was no stock-based compensation expense related to this transaction.

•In February 2026, the Company settled its obligation accrued as of December 31, 2025 under the

Donation Matching Plan through the issuance of 30.6 million shares of Class N common stock. The

liability was remeasured to fair value through the settlement date, resulting in additional other

operating and administrative expense of $126 million recognized in the first quarter of 2026.

•In March 2026, the Company entered into a financing arrangement, including a note purchase

agreement (“Google 2026 NPA”) with Google under which Google purchased 38.6 million shares of the

Company’s Series G-2 non-voting redeemable convertible preferred stock for approximately $10.0

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billion and will provide up to $30.0 billion of debt and/or equity financing through December 31,

2030, subject to certain conditions.

•In April 2026, the Company entered into a stock purchase and convertible note facility agreement

(“Amazon 2026 NPA”) with Amazon under which Amazon purchased 19.3 million shares of the

Company’s Series G-2 non-voting redeemable convertible preferred stock for approximately $5.0

billion and will provide up to $20.0 billion of debt and/or equity financing in the future, subject to

certain conditions.

•In May 2026, the Company completed the sale of an aggregate of 75.7 million shares of Series H-1

redeemable convertible preferred stock and an aggregate of 27.6 million shares of Series H-2 non-

voting redeemable convertible preferred stock at a price of $589.0095 per share, for aggregate gross

proceeds of $60.8 billion, with additional sales expected in June 2026.

Compute and Infrastructure Transactions

•In March 2026, the Company entered into a lease agreement for a data center to be constructed. The

lease is expected to commence in 2027 and is for a term of 20 years from the date the data center is

delivered to the Company.

•In March 2026, in connection with an agreement to lease compute and infrastructure equipment, the

Company entered into a note purchase agreement under which the Company may issue, subject to

certain conditions, up to $42.0 billion of convertible promissory notes in the future solely to finance

rent obligations under the lease.

•In March 2026, in connection with order forms executed under the Company’s amended and restated

colocation and services agreement with a data center provider for a facility in the United States, the

Company entered into a guaranty of the provider’s obligations under a power purchase contract in

favor of the power counterparty in a maximum amount of up to $500 million.

•In April 2026, the Company deposited $2.5 billion into an escrow account in connection with a

compute and infrastructure lease agreement.

•Subsequent to December 31, 2025, the Company entered into new, and amended existing, lease and

commercial agreements primarily to secure additional compute and infrastructure capacity, with

aggregate future minimum payment obligations of approximately $417 billion. These primarily consist

of leases for compute equipment and data centers and purchase commitments with certain cloud

providers, commencing between 2026 and 2027 with terms ranging from less than one year to 20

years. The Company also expanded certain existing commercial agreements under which it expects to

secure additional compute and infrastructure capacity to be delivered between 2028 and 2031. As

certain commercial terms have not yet been finalized, the Company estimates aggregate future

payments under these agreements to be approximately $125 billion to $150 billion.

Strategic Transactions and Partnerships

•In April 2026, the Company completed the acquisition of Coefficient Bio, Inc., a developer of AI models

for biological research applications. Aggregate merger consideration consisted of 15.4 million shares of

the Company’s Class A common stock, a portion of which is attributable to post-combination

compensation under share revesting arrangements with continuing employees. The initial accounting

for the acquisition was not complete as of the date these consolidated statements were available to be

issued.

•In May 2026, the Company completed the acquisition of Stainless Software, Inc., a provider of

developer tooling for the automated generation of software development kits and Model Context

Protocol servers. Aggregate merger consideration consisted of 11.6 million shares of the Company’s

Class A common stock, a portion of which is attributable to post-combination compensation under

share revesting arrangements with continuing employees. The initial accounting for the acquisition

was not complete as of the date these consolidated statements were available to be issued.

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•In May 2026, the Company entered into an agreement to invest $325 million in a newly formed entity

that will help accelerate AI adoption across mid-sized companies. The Company is currently evaluating

the impact of the accounting for this arrangement on its consolidated financial statements.

Other Matters

•In January 2026, the Company entered into a lease agreement for office space in San Francisco,

California. The lease has a twelve-year initial term contractually commencing in January 2027. In

March 2026, the lease was deemed to have commenced for accounting purposes when the landlord

made the leased building available for use by the Company to begin tenant improvements. The

Company recognized an operating lease right-of-use asset of $200 million and corresponding

operating lease liability of $196 million.

•In January 2026, the Company modified all stock options outstanding for which the one-year cliff

vesting period had not yet been achieved by adjusting the cliff vesting period to be equal to six months.

The incremental expense recognized as a result of these stock option modifications was not material.

•A portion of the Company’s revenue is derived from contracts with various agencies of the United

States Government (“USG”). On February 27, 2026, the President of the United States ordered the

USG to stop using the Company’s models and the U.S. Department of War designated the Company as

a Supply-Chain Risk to National Security (the “Risk Designation”). The Company may experience

material revenue losses or business disruptions attributable to these events. On March 9, 2026, the

Company filed a complaint in the U.S. District Court for the Northern District of California challenging

the Risk Designation as unlawful and simultaneously filed a petition for review in the U.S. Court of

Appeals for the D.C. Circuit. The U.S. District Court for the Northern District of California has largely

granted summary judgment in the Company’s favor, ruling that the Department of War’s actions were

retaliatory acts meant to punish the Company for speech protected under the First Amendment to the

United States Constitution and violated the Company’s rights under the Due Process Clause under the

Fifth Amendment to the United States Constitution, and that the Secretary of War’s Risk Designation,

particularly with respect to 10 U.S.C. § 3252, violated the Administrative Procedure Act because they

were in excess of statutory authority, contrary to law, and arbitrary and capricious. The defendants

have filed a notice of appeal of the preliminary injunction. The D.C. Circuit Court of Appeals, however,

in a 2-1 split decision, has denied the Company’s petition for review, ruling that the Department of

War’s Risk Designation was proper under Federal Acquisition Supply Chain Security Act (“FASCSA”)

Section 4713, and that the Company’s rights under the First Amendment and Due Process Clause of the

Fifth Amendment were not violated. The Company is evaluating its next steps with respect to the D.C.

Circuit’s decision.

17. Subsequent Events (Unaudited)

The Company has evaluated subsequent events for recognition and measurement purposes through October 26,

2026, the date the unaudited interim consolidated financial statements were available to be issued.

Equity and Financing Transactions

•Subsequent to June 30, 2026, the Company’s board of directors approved grants of approximately 91

million RSUs with an aggregate grant date fair value of $5.8 billion. The RSUs are subject to both

service-based and performance-based vesting conditions. The service-based condition is generally

satisfied quarterly over a period of four years, with a cliff vesting period of six months applicable to

grants made to new hires, subject to the employee’s continuous service with the Company through each

service-based vesting date. The performance-based vesting condition of the RSUs will be satisfied upon

the effectiveness of the registration statement of which this prospectus forms a part.

•In September 2026, the Company amended and restated the Credit Agreement, increasing the

revolving commitments from $3.3 billion to $15.0 billion and extending the maturity to September

2031. The amendment also increases the minimum liquidity covenant from $500 million to $5.0

billion.

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•In September 2026, the Company amended its certificate of incorporation to effectuate a 10-for-1 stock

split of its authorized, issued, and outstanding shares of Class A common stock and Class N common

stock, and in connection therewith, authorized 10,906.1 million shares of Class A common stock and

7,128.9 million shares of Class N common stock.

•In the third quarter of 2026, the Company recognized $2.0 billion within other operating and

administrative expense on the consolidated statement of operations for the initial recognition and

change in fair value of its obligation to match employee donations made in August 2026 under the

Donation Matching Plan. In October 2026, the Company issued approximately 28.0 million shares of

Class N common stock upon settlement of this donation matching obligation. The liability will be

remeasured to fair value through the settlement date in the fourth quarter of 2026.

•In October 2026, the Company entered into amendments to the employment agreements of certain

executive officers that provide for cash severance, continued health coverage and accelerated vesting of

a number of outstanding equity awards upon certain conditions, modifying the executive officers’

outstanding stock options and RSUs. Because the performance-based vesting condition of the RSUs

was not probable of being satisfied as of the modification date, the RSUs outstanding are expected to

be remeasured at their modification-date fair value.

•In October 2026, the Company amended its certificate of incorporation to increase the number of

authorized shares of Class N common stock to 7,975.7 million shares, and the Company’s stockholders

approved the issuance of up to 846.8 million shares of Class N common stock to a newly formed,

wholly owned subsidiary of the Company in furtherance of the Company’s public benefit purpose.

•In October 2026, the Company’s board of directors adopted, and its stockholders approved, the 2026

Equity Incentive Plan and the 2026 Employee Stock Purchase Plan, each effective on the day prior to

the effectiveness of the registration statement of which this prospectus forms a part, with up to 2,950.0

million and 160.0 million shares of Class A common stock, respectively, initially reserved for issuance,

subject to annual increases.

Compute and Infrastructure Transactions

•In July 2026, the Company entered into a hardware supply framework agreement (the “Hardware

Supply Agreement”) with Advanced Micro Devices, Inc. (“AMD”) to purchase, lease, or access AMD

Helios rack-scale systems featuring AMD Instinct MI450 series GPUs. Pursuant to the terms of the

Hardware Supply Agreement, AMD committed to purchase up to $5.0 billion of the Company’s Class N

common stock, if certain conditions are achieved.

•In addition to the transactions above, subsequent to June 30, 2026, the Company entered into new,

and amended existing, lease and commercial agreements primarily to secure additional compute and

infrastructure capacity, with aggregate future minimum payment obligations of approximately $245

billion, with some arrangements subject to certain contractual conditions being met. These primarily

consist of compute and infrastructure agreements, commencing between 2026 and 2036 with terms

greater than one year and up to 20 years. The Company also entered into certain agreements that are

short term in nature with minimum non-cancelable payments under such contracts of approximately

$21 billion.

II-1

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses to be paid by us, other than underwriting discounts and

commissions, upon completion of this offering. All amounts shown are estimates except for the SEC registration

fee, the FINRA filing fee, and the exchange listing fee. 

	Amount to be Paid
SEC registration fee	$ *
FINRA filing fee	*
Exchange listing fee	*
Printing and engraving expenses	*
Legal fees and expenses	*
Accounting fees and expenses	*
Transfer agent and registrar fees	*
Miscellaneous expenses	*
Total	$ *

_____________

*To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Section 145 of the DGCL authorizes a corporation’s board of directors to grant, and authorizes a court to award,

indemnity to officers, directors, and other corporate agents.

We expect to adopt an amended and restated certificate of incorporation, which will become effective

immediately prior to the completion of this offering, and which will contain provisions that limit the liability of

our directors and certain officers for monetary damages to the fullest extent permitted by Delaware law.

Consequently, neither our directors nor certain officers will be personally liable to us or our stockholders for

monetary damages for any breach of fiduciary duties as directors or officers, as applicable, except liability for

the following:

•any breach of the director’s or officer’s duty of loyalty to our company or our stockholders;

•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of

law;

•for our directors, unlawful payments of dividends or unlawful stock repurchases or redemptions as

provided in Section 174 of the DGCL;

•any transaction from which the director or officer derived an improper personal benefit; or

•for our officers, any action by or in the right of the corporation.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in

respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is

amended to provide for further limitations on the personal liability of directors or officers of corporations, then

the personal liability of our directors and officers will be further limited to the greatest extent permitted by the

DGCL.

II-2

In addition, we expect to adopt amended and restated bylaws, which will become effective immediately prior to

the completion of this offering, and which will provide that we will indemnify, to the fullest extent permitted by

law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by

reason of the fact that they are or were one of our directors or officers or is or was serving at our request as a

director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended

and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any

person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of

the fact that they are or were one of our employees or agents or is or was serving at our request as an employee

or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and

restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer

in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and

executive officers that may be broader than the specific indemnification provisions contained in the DGCL.

These indemnification agreements require us, among other things, to indemnify our directors and executive

officers against liabilities that may arise by reason of their status or service. These indemnification agreements

also require us to advance all expenses incurred by the directors and executive officers in investigating or

defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and

retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our amended and

restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements that we

have entered into or will enter into with our directors and executive officers may discourage stockholders from

bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also

reduce the likelihood of derivative litigation against our directors and executive officers, even though an action,

if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely

affected to the extent that we pay the costs of settlement and damage awards against directors and executive

officers as required by these indemnification provisions. At present, we are not aware of any pending litigation

or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is

or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint

venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened

litigation that may result in claims for indemnification. Under Delaware law and our amended and restated

certificate of incorporation, in the absence of a conflict of interest, no failure to satisfy the balancing obligations

associated with our status as a PBC shall, for purposes of the exculpation, advancement, and indemnification

rights of our directors and officers, constitute an act or omission not in good faith, or a breach of the duty of

loyalty.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided

to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary

duty or other wrongful acts as a director or executive officer, including claims relating to public securities

matters, and to us with respect to payments that may be made by us to these directors and executive officers

pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or

indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement will provide for

indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the

Securities Act or otherwise.

II-3

Item 15. Recent Sales of Unregistered Securities.

From November 1, 2023 through the filing date of this registration statement, we have issued the following

unregistered securities:

Preferred Stock Issuances

From January 2024 to May 2024, we sold an aggregate of 39,978,675 shares of our Series D-1 and D-3

redeemable convertible preferred stock to 54 accredited investors at a purchase price of $30.0045 per share, for

an aggregate purchase price of approximately $1.2 billion. In January 2024, we issued 33,328 shares of our

Series D-1 redeemable convertible preferred stock to one accredited investor upon conversion of a simple

agreement for future equity with a principal amount of $1,000,000 at a purchase price of $30.0045 per share.

In January 2024, we issued 4,443,769 shares of our Series D-2 redeemable convertible preferred stock to two

accredited investors upon conversion of simple agreements for future equity with an aggregate principal

amount of $120 million at a purchase price of $27.0041 per share.

From January 2025 to March 2025, we sold an aggregate of 63,610,106 shares of our Series E-1 redeemable

convertible preferred stock to 72 accredited investors at a purchase price of $56.0865 per share, for an

aggregate purchase price of approximately $3.6 billion. From January 2025 to March 2025, we issued

95,281,934 shares of our Series E-2 non-voting redeemable convertible preferred stock to one accredited

investor upon conversion of our convertible promissory notes at a purchase price of $20.9280 per share for an

aggregate purchase price of approximately $2.0 billion. In January 2025, we issued 12,664,555 shares of our

Series E-3 non-voting redeemable convertible preferred stock to one accredited investor upon conversion of a

convertible promissory note at a purchase price of $44.8692 per share for an aggregate purchase price of

approximately $568 million. In January 2025, we issued 15,342,945 shares of our Series E-4 non-voting

redeemable convertible preferred stock to one accredited investor upon conversion of a convertible promissory

note at a purchase price of $50.4779 per share for an aggregate purchase price of approximately $774 million.

In January 2025, we issued 24,243,584 shares of our Series E-5 non-voting redeemable convertible preferred

stock to one accredited investor upon conversion of a convertible promissory note at a purchase price of

$53.2822 per share for an aggregate purchase price of approximately $1.3 billion.

From August 2025 to September 2025, we sold an aggregate of (i) 92,219,720 shares of our Series F-1

redeemable convertible preferred stock to 202 accredited investors at a purchase price of $140.9676 per share,

for an aggregate purchase price of approximately $13.0 billion and (ii) 20,739,866 shares of our Series F-2 non-

voting redeemable convertible preferred stock to one accredited investor upon conversion of our convertible

promissory notes at a purchase price of $20.9280 per share for an aggregate purchase price of approximately

$434 million.

In October 2025, we repurchased 4,453,900 shares of our Series B redeemable convertible preferred stock from

the U.S. government, to which such shares had been forfeited by former holders in legal proceedings to which

we were not a party, at a purchase price of $140.9676 per share, and contemporaneously resold such shares to

nine accredited investors at the same price per share, for aggregate consideration of approximately $627

million. We did not receive any net proceeds from these transactions. 

From January 2026 to February 2026, we sold an aggregate of 90,510,425 shares of our Series G-1 redeemable

convertible preferred stock to 261 accredited investors at a purchase price of $259.1364 per share, for an

aggregate purchase price of approximately $23.5 billion. From January 2026 to May 2026, we sold an

aggregate of 83,928,770 shares of our Series G-2 non-voting redeemable convertible preferred stock to five

accredited investors at a purchase price of $259.1364 per share, for an aggregate purchase price of

approximately $21.7 billion. From January 2026 to February 2026, we issued 20,562,886 shares of our Series

G-3 non-voting redeemable convertible preferred stock to one accredited investor upon conversion of our

convertible promissory notes at a purchase price of $20.9280 per share, for an aggregate purchase price of

approximately $430 million. In January 2026, we issued 3,321,638 shares of our Series G-4 non-voting

redeemable convertible preferred stock to one accredited investor upon conversion of our convertible

promissory notes at a purchase price of $233.2228 per share for an aggregate purchase price of approximately

$774 million.

II-4

From May 2026 to June 2026, we sold an aggregate of (i) 77,637,878 shares of our Series H-1 redeemable

convertible preferred stock to 305 accredited investors at a purchase price of $589.0095 per share, for an

aggregate purchase price of approximately $45.7 billion, and (ii) 33,110,291 shares of our Series H-2 non-voting

redeemable convertible preferred stock to 11 accredited investors at a purchase price of $589.0095 per share,

for an aggregate purchase price of approximately $19.5 billion.

Convertible Note Issuances

From November 2023 through the filing date of this registration statement, we issued convertible promissory

notes in an aggregate principal amount of $10.2 billion to two accredited investors.

Option, RSU, and RSA Issuances

From November 2023 through the filing date of this registration statement, we granted to our directors,

officers, employees, consultants, and other service providers options to purchase an aggregate of 2,066,876,470

shares of our Class A common stock under our equity compensation plans at exercise prices ranging from

approximately $0.6420 to $57.5360 per share.

From November 2023 through the filing date of this registration statement, we issued to our directors, officers,

employees, consultants, and other service providers an aggregate of 409,116,603 shares of our Class A common

stock upon the exercise of options under our equity compensation plans at exercise prices ranging from

approximately $0.0859 to $24.5360 per share, for a weighted-average exercise price of $1.2043.

From November 2023 through the filing date of this registration statement, we granted to our directors,

officers, employees, consultants, and other service providers an aggregate of 1,171,364,280 RSUs to be settled in

shares of our Class A common stock under our equity compensation plans.

From November 2023 through the filing date of this registration statement, we granted to our directors,

officers, employees, consultants, and other service providers RSAs covering an aggregate of 214,960 shares of

our Class A common stock under our equity compensation plans.

Securities Issued in Connection with Acquisitions

From November 2023 through the filing date of this registration statement, we issued an aggregate of

37,215,830 shares of our Class A common stock, 848,882 shares of our Class N common stock, and options to

purchase 376,320 shares of our Class A common stock in connection with our acquisitions of certain companies

or their assets and as consideration to individuals and entities who were former service providers or

stockholders of such companies.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any

public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration

under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2)

of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in

reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts

relating to compensation as provided under such rule. The recipients of the securities in each of these

transactions represented their intentions to acquire the securities for investment only and not with a view to or

for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock

certificates issued in these transactions. All recipients had adequate access, through their relationships with us,

to information about us. The sales of these securities were made without any general solicitation or advertising.

II-5

Item 16. Exhibits and Financial Statement Schedules.

Exhibits

See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this

registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

Financial Statement Schedules

All financial statement schedules are omitted because the information called for is not required or is shown

either in the consolidated financial statements or in the notes thereto.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers,

and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has

been advised that in the opinion of the Securities and Exchange Commission such indemnification is against

public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid

by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or

proceeding) is asserted by such director, officer, or controlling person in connection with the securities being

registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is

against public policy as expressed in the Securities Act and will be governed by the final adjudication of such

issue.

The undersigned registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the

form of prospectus filed as part of this registration statement in reliance upon Rule 430A and

contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)

under the Securities Act shall be deemed to be part of this registration statement as of the time it was

declared effective.

(2)For the purpose of determining any liability under the Securities Act, each post-effective amendment

that contains a form of prospectus shall be deemed to be a new registration statement relating to the

securities offered therein, and the offering of such securities at that time shall be deemed to be the

initial bona fide offering thereof.

II-6

Exhibit Index

Exhibit Number		Description
1.1*		Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation of the registrant, as amended and as currently in effect.
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, as currently in effect.
3.3		Form of Amended and Restated Certificate of Incorporation of the registrant, to be in effect upon completion of this offering.
3.4		Amended and Restated Bylaws of the registrant, as amended, as currently in effect.
3.5		Form of Amended and Restated Bylaws of the registrant, to be in effect upon completion of this offering.
4.1		Form of common stock certificate of the registrant.
4.2#^		Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of May 28, 2026.
4.3#^		2026 Stock Purchase and Convertible Note Facility Agreement between the registrant and Amazon Web Services, Inc., dated as of April 20, 2026.
4.4#^		Note Purchase Agreement between the registrant and Broadcom Inc., dated as of March 31, 2026.
4.5#^		Note Purchase Agreement between the registrant and Google LLC, dated as of March 31, 2026.
4.6#		Registration Rights Agreement between the registrant and Broadcom Inc., dated as of June 8, 2026.
4.7#		Registration Rights Agreement between the registrant and Google LLC, dated as of May 4, 2026.
5.1*		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1+		Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
10.2+		Anthropic, PBC 2026 Equity Incentive Plan.
10.3+		Anthropic, PBC 2026 Employee Stock Purchase Plan.
10.4+		Anthropic, PBC 2021 Amended and Restated Stock Plan and related form agreements.
10.5+		Form of Executive Severance Agreement.
10.6+		Outside Director Compensation Policy.
10.7+		Donation Matching Plan.
10.8#^		Sublease Agreement between the registrant and Salesforce, Inc., dated as of September 22, 2023.
10.9#^		Office Lease between the registrant and 300 Howard Owner, LLC, dated as of January 29, 2026.
10.10^		Amended and Restated Credit Agreement between the registrant, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., dated as of September 4, 2026.
10.11#^		Master Equipment Lease Agreement between AI Infrastructure OpCo II, LLC, a wholly owned subsidiary of the registrant, and Broadcom Inc., dated as of March 31, 2026.
10.12		Irrevocable Proxy Agreement between the registrant, Daffy Charitable Fund, and the registrant’s Chief Executive Officer, dated as of October 6, 2025.
10.13		Irrevocable Proxy Agreement between the registrant, Dechomai Asset Trust, and the registrant’s Chief Executive Officer, dated as of December 20, 2024.
10.14		Form of Stockholders’ Agreement of Anthropic, PBC.
16.1		Letter Regarding Change in Accountants.
21.1		List of subsidiaries of the registrant.
23.1		Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3*		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).

II-7

Exhibit Number		Description
24.1		Power of Attorney (included on page II-9).
99.1		Form of Amended and Restated Trust Agreement.
99.2		Form of Limited Liability Company Agreement of Anthropic Founders, LLC.
107.1		Filing fee table.

______________

*To be filed by amendment. All other exhibits are filed herewith.

+       Indicates management contract or compensatory plan.

#      The registrant has redacted provisions or terms of this exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions

of the exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain

identified information has been excluded from the exhibit the registrant customarily and actually treats that information as

private or confidential and the omitted information is not material. The registrant agrees to furnish an unredacted copy of the

exhibit to the SEC upon its request.

^    Certain of the exhibits, schedules and/or annexes to this exhibit have been omitted in accordance with Item 601(a)(5) of

Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and annexes to the SEC upon its

request.

II-8

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration

statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in San

Francisco, California, on the 26th day of October, 2026.

ANTHROPIC, PBC
By:	/s/ Dario Amodei
	Dario Amodei
	Chief Executive Officer

II-9

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes

and appoints Dario Amodei, Daniela Amodei, and Krishna Rao, and each one of them, as their true and lawful

attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name,

place and stead, in any and all capacities, to sign any and all amendments (including post-effective

amendments) to this registration statement, and to sign any registration statement for the same offering

covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the

Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all

exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents

and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact

and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue

hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1

has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Dario Amodei		Chief Executive Officer, Co-Founder, and Director		October 26, 2026
Dario Amodei		(Principal Executive Officer)
/s/ Daniela Amodei		President, Co-Founder, and Director		October 26, 2026
Daniela Amodei
/s/ Krishna Rao		Chief Financial Officer		October 26, 2026
Krishna Rao		(Principal Financial Officer)
/s/ Effendi Ng		Chief Accounting Officer		October 26, 2026
Effendi Ng		(Principal Accounting Officer)
/s/ Reed Hastings		Director		October 26, 2026
Reed Hastings
/s/ Christopher Liddell		Director		October 26, 2026
Christopher Liddell
/s/ Vas Narasimhan		Director		October 26, 2026
Vas Narasimhan
/s/ Yasmin Razavi		Director		October 26, 2026
Yasmin Razavi