Anthropic, PBC: DRS filing (amended)

Cover page 8 changes

2 unchanged paragraphs

As confidentially submitted to the Securities and Exchange Commission on June 1, July 10, 2026.

This amended draft registration statement has not been publicly filed with the

44 unchanged paragraphs

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 properly 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 certain the Class T directors, who together will constitute a majority of the authorized members of our board of directors. The Class T common stock does not otherwise have voting rights on with respect to matters submitted to stockholders generally and has no economic rights. Upon 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 of which our seven co-founders will initially be the sole members (the Founder LLC ). The 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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. The Class F common stock will not have any economic rights. In addition, we have authorized Class A common stock and N-Class common stock. The rights of the holders of Class A common stock and N-Class 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 N-Class common stock have no voting rights, except as otherwise required by law. The initial holders of our N-Class common stock are primarily strategic business partners, and shares of N-Class common stock will generally convert to Class A common stock upon an open market sale or transfer to an unaffiliated third party. The 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.

See the section titled Risk Factors beginning on page 18 19 to read about factors you should consider before buying shares of our Class A common stock.

25 unchanged paragraphs

CONFIDENTIAL TREATMENT REQUESTED BY ANTHROPIC, PBC

PURSUANT TO 17 C.F.R. SECTION 200.83

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.

For investors outside the United States Neither we 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. Persons outside the United States who come into possession of this i 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.

2 unchanged paragraphs

Select defined terms 6 changes

13 unchanged paragraphs

customer with $100,000 or more of revenue on a TTM basis refers to a customer contributing $100,000 or more of revenue 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.

11 unchanged paragraphs

pay-for-intelligence or consumption refers to our revenue model under which customers pay for tokens, with spend generally increasing based on token usage and model tier selected.

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.

8 unchanged paragraphs

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 revenue fees during the trailing 28-day period ended on the measurement date, multiplied by 13, and (ii) our subscription-based revenue for the full month ended on 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.

1 unchanged paragraph

token refers to the fundamental unit used to measure data processed by an AI model, including text, images, audio, video, and other inputs and outputs.

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.

Prospectus summary 20 changes

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, and N-Class common stock, and Class F common stock (and, where the context requires, our Class T common stock).

44 unchanged paragraphs

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 significant meaningful portion of our resources toward ensuring that the benefits of frontier AI is safe and its benefits are broadly accessible, distributed, which we refer to as our public benefit initiatives. In addition, our co-founders have each independently pledged to donate dedicate 80% of their personal equity in Anthropic to philanthropic causes. and 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 additional shares of our common stock.

1 unchanged paragraph

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. which 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 certain 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. in support We also believe that our seven co-founders are distinctly equipped to be stewards of our mission. We believe that a governance structure in which the Company Purpose. LTBT supplies mission-oriented oversight and our co-founders provide long-term stewardship is best designed to enable the balancing of these interests.

1 unchanged paragraph

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 or benefits 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.

1 unchanged paragraph

In 2023, we implemented an innovative governance structure featuring a trust, which we refer to as the Long-Term Benefit Trust (the LTBT, ), which is designed to ensure that we are managed in a manner that properly 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 certain the Class T directors, who together will constitute a majority of the authorized members of our board of directors and does not otherwise have voting rights on matters submitted to stockholders generally. See the section titled Our Governance Structure and Its Goals Long-Term Benefit Trust Election and Removal of Directors for more information. The LTBT s role is to select directors who are well-equipped to make decisions in furtherance of the Company Purpose and to support our management s decision-making through advice and guidance.

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. Upon 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 ). Upon the incapacity or death of any of our co-founders, a successor member will be admitted to the Founder LLC for a specified period of time. We refer to our seven co-founders and any successors in the Founder LLC as Continuing Founders. The 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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. The Class F common stock will generally be voted in a manner determined by a majority of the Continuing Founders, with each of the Continuing Founders having one vote. If the Continuing Founders cannot agree on how the Class F common stock will be voted, then the Class F common stock will generally be voted proportionately with the votes of the Class A common stock cast on the matter.

Decisions regarding our business and affairs are made by our board of directors. Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors.

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 certain a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have decision 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 proper 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 the 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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.

2 unchanged paragraphs

Upon the completion of this offering, we will have four classes of authorized capital stock a class designated as common stock, a class designated as Class T common stock (the Class T common stock ), a class designated as Class F common stock (the Class F common stock ) and a class designated as preferred stock.

The class of capital stock designated as common stock will be divided into two series, designated Class A common stock (the Class A common stock ) and N-Class common stock (the N-Class common stock ). The rights of the holders of Class A common stock and N-Class common stock will be identical, except with respect to voting and conversion. Holders of our Class A common stock will be entitled to one vote for each share held on all matters submitted to a vote of stockholders generally, and holders of our N-Class common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. The initial holders of our N-Class common stock are primarily strategic business partners, and shares of N-Class common stock will generally convert to Class A common stock upon an open market sale or transfer to an unaffiliated third party. The Class A common stock is not convertible.

Our Class T common stock is, and will continue to be, a special class of stock that is issued to the LTBT. Through the 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. The Class T common stock does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights.

Our Class F common stock is a special class of our common stock, consisting of a single share, that will be issued to the Founder LLC, and will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. The Class F common stock will not have any economic rights.

Upon the completion of this offering, we will have a class of authorized capital stock designated common stock, a class of authorized capital stock designated Class T common stock, and a class of authorized capital stock designated preferred stock. The class of capital stock designated common stock will be divided into two series, designated Class A common stock and N-Class common stock. The rights of the holders of Class A common stock and N-Class common stock will be identical, except with respect to voting. Holders of our Class A common stock will be entitled to one vote for each share held on all matters submitted to a vote of stockholders generally, and holders of our N-Class common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. The initial holders of our N-Class common stock are primarily strategic business partners. Our Class T common stock is, and will continue to be, a special class of stock that is issued to the LTBT and has no economic rights in the company. The sole holder of our Class T common stock, the LTBT, has, and will continue to have, no voting rights, except as set forth within our amended and restated certificate of incorporation with respect to the election of certain members of our board of directors or as otherwise required by law. Our preferred stock will be issuable by our board of directors, subject to limitations set forth in our amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and as prescribed by Delaware law, in one or more series, and our board of directors will be empowered to establish from time to time the number of shares to be included in each series and, subject to such limitations, 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. For more information about our capital structure, see the section titled Description of Capital Stock.

14 unchanged paragraphs

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, our specific public benefit, and the best interests of those stakeholders materially affected by our conduct, including our customers, partners, employees, the communities in which we operate, and others that we may identify from time to time, 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.

8 unchanged paragraphs

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) N-Class common stock to be outstanding after this offering shares Class T common stock to be outstanding after this offering 1,000 shares Class F common stock to be outstanding after this offering 1 share Class A, N-Class, and Class T, 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 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.

1 unchanged paragraph

Shares of our Class A common stock are entitled to one vote per share. Shares of our N-Class common stock have no voting rights, except as otherwise required by law. Shares of our Class T common stock have no voting rights with respect to matters submitted to stockholders generally, except as set forth within our amended and restated certificate of incorporation with respect to the election of certain members a majority of our board of directors or as otherwise required by law. The share of our Class F common stock will be entitled to an aggregate number of votes that represent 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.

Risk factors 85 changes

2 unchanged paragraphs

The number of shares of our Class A common stock, N-Class common stock, and 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 N-Class common stock, and 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of , 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 N-Class common stock, immediately prior to the closing 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 ) and the conversion of $ in aggregate principal amount of our outstanding convertible promissory notes into shares of N-Class common stock immediately prior to the closing completion of this offering, based on interest accrued through (the Convertible Notes Conversion ).

The shares of our Class A common stock, N-Class common stock, and Class T common stock, and Class F common stock outstanding as of 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 , with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after , with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units ( RSUs ) outstanding as of , but for which the service-based vesting condition was not satisfied as of shares of our Class A common stock issuable upon the vesting and settlement of RSUs that were granted after 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 under our Amended and Restated Donation Matching Plan (our ( Donation Matching Plan ) shares of our Class A common stock to be reserved for future issuance under our 2026 Equity Incentive Plan ( 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 ( 2021 Plan ) as of , 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 ( ESPP ), which will become effective prior to the completion of this offering.

1 unchanged paragraph

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 exercise of outstanding stock options or settlement of outstanding RSUs subsequent to 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.

48 unchanged paragraphs

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.

8 unchanged paragraphs

In addition, we may make advance payments, prepayments, or deposits to secure priority access to compute and to procure long-lead-time items across the compute supply chain, which reduces our financial flexibility and exposes us to counterparty risks, including operational disruptions and delay or failure with delivery of contracted compute or performance on the agreed timelines.

Our ability to meet such 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. 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 credit agreement between us, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., dated as of May 14, 2025, as amended ( (the Credit Agreement ), 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 Credit Agreement in cash when required by the terms of the notes or the Credit Agreement, as applicable, or at their maturity.

16 unchanged paragraphs

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, or environmental concerns. Such moratoriums, or similar actions, could delay or prevent the construction or expansion of facilities on which we depend for compute. As We consider are expanding our data center capacity internationally we could face 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, 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.

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, or exclusive supply arrangements with hardware manufacturers. 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 generations. 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.

8 unchanged paragraphs

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 milestones. 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 these milestones revenue will be achieved. continue to exceed these thresholds at all times in the future. If these milestones 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.

46 unchanged paragraphs

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 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, Preview, 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. 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. 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 such models are used by malicious actors, are used in high-risk contexts, or otherwise result in a damaging outcome, 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, and to comply with such restrictions, we disabled Fable 5 and Mythos 5 models for all customers. 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. 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.

Internal Governance and Decision-Making . To institutionalize our safety commitments and ensure we are managed in a manner that properly balances our tripartite goals as a PBC, we have established the LTBT, which holds certain governance rights designed to ensure through a special class of common stock, the Company Purpose is not compromised by short-term financial and commercial pressures. Class T common stock, generally has the LTBT serves as an independent check on corporate decision-making, including through its ability authority to elect and remove certain the Class T directors, who together will constitute a majority of the authorized members of our board of directors. In addition to the LTBT we have also structured ourselves and our structure as a PBC, we have also established a Constitutional AI training process and adopted and continued 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.

5 unchanged paragraphs

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 Preview-class 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.

18 unchanged paragraphs

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. As of December 31, 2024 and 2025, receivables associated with transactions conducted through two such platforms from all CSPs represented approximately 42% 48% and 24%, 67%, respectively, of our total 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 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.

3 unchanged paragraphs

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 , our total indebtedness was $ , including $ aggregate principal amount outstanding under the Credit Agreement, and $ 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 ( Amazon 2023 NPA ), the New Convertible Note Purchase Agreement, dated as of November 22, 2024, by and between us and Amazon ( Amazon 2024 NPA ), 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 ) (all such notes issued thereunder, collectively, 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, and pursuant to agreements we entered into in connection with an equipment lease with a third-party partner ( Infrastructure Partner ) in March 2026 to procure specialized AI accelerators and associated components (the 2026 Lease 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 Infrastructure Partner pursuant to a note purchase agreement that we entered into with Infrastructure Partner in March 2026 ( 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 N-Class 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 N-Class common stock, based upon the aggregate principal and accrued and unpaid interest on such notes as of , 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 N-Class 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 N-Class 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 N Class 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 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 our 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 our 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.

5 unchanged paragraphs

In connection with the completion of this offering, the Amazon Notes will convert into N-Class 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 N-Class 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 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 Credit Agreement.

6 unchanged paragraphs

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-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.

26 unchanged paragraphs

Certain of our operating metrics, such as Run-Rate Revenue, Net Revenue Retention, and customer counts, 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. 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 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 that may not be sustainable, and we expect our Run-Rate Revenue growth rate to decline over time. 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.

Certain of our operating metrics, such as Run-Rate Revenue, Net Revenue Retention, and customer counts, 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, which may be affected by, among other things, fluctuations in consumption levels. As a result, 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 such as Run-Rate Revenue, 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 operational 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 section titled Management s Discussion and Analysis of Financial Condition and Results of Operations for more information regarding our operational operating metrics.

1 unchanged paragraph

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, proposed legislation in the United States contemplates more expansive governmental oversight of AI, including potential nationalization or other strategic measures to prevent or manage the development of artificial superintelligence. Further, in June 2026, the U.S. federal 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 legislation executive or legislative action of this nature were enacted to regulate AI technologies, it could constrain how we operate our business.

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, or 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.

1 unchanged paragraph

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 mandated safety, risk-management, or evaluation frameworks, certifications, or approvals 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 AI-specific taxes, fees, reporting obligations, or other financial burdens or outright bans or moratoria for example, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on activities material to our business 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 businesses 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 customers and partners. 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.

3 unchanged paragraphs

Our customers include U.S. and non-U.S. government agencies. Sales to these customers involve additional Revenue from government agency contracts represented, in aggregate, less than 1% of our revenue in each of the periods presented in this prospectus however, the risks as compared to sales described below, including the governmental actions described in this risk factor, are not limited to non-governmental revenue generated directly from government agencies and could affect our prospects, business, financial condition, relationships with commercial customers and results of operations may be adversely affected by certain events or activities, 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 governmental 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 warfare, 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 ) purporting that our models, platform, and applications present a supply chain risk. We are vigorously challenging these actions in Anthropic PBC v. Department of War, et al., Case No. 3 26-cv-01996 (N.D. Cal.) and Anthropic PBC v. Department of War, et al., Case No. 26-1049 (D.C. Cir.). We obtained an order from the United States District Court for the Northern District of California preliminarily enjoining the Department of War s directive and Section 3252 supply-chain risk designation of us and the other defendant agencies from implementing the Presidential directive until final resolution of the lawsuit by the court. The defendants have filed a notice of appeal of this decision. 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. We cannot predict the ultimate outcome of these lawsuits. These actions may have an adverse effect on our ability to sell to government agencies and other customers that sell models, platforms, and applications to the U.S. government, and thus on our business, financial condition, and results of operations. Further, in addition, June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models, and to ensure compliance, we disabled Fable 5 and Mythos 5 for all of our customers. Although the U.S. government ultimately lifted its restrictions and we re-deployed the Fable 5 and Mythos 5 models, 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.

5 unchanged paragraphs

We rely on a limited number of CSPs Amazon.com, Inc. ( Amazon ), Google, and Microsoft Corporation ( Microsoft ) and suppliers, such as Broadcom, Inc. ( Broadcom ), Infrastructure Partner, 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. Our 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.

1 unchanged paragraph

Our relationships with our strategic partners whether with our CSPs, who simultaneously serve as our investors, distribution partners, and competitors, or with Broadcom, Infrastructure Partner, which simultaneously serves as a supplier and lessor create potential conflicts of interest that are difficult to fully anticipate or mitigate. Our CSPs may prioritize their own compute needs or those of 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 Infrastructure Partner 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 Infrastructure Partner 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, or bundling of services, may attract antitrust or competition law scrutiny from regulators 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.

2 unchanged paragraphs

To help reduce our dependence on CSPs, and in response to address constraints on the compute available to us through those providers, compute, and to 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 lease certain compute and infrastructure equipment directly and host them in dedicated data center facilities leased and operated on our behalf, to our specification. For example, under the 2026 Lease Arrangement with Infrastructure Partner, 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. Our arrangement with Infrastructure Partner is non-cancelable by either party during the applicable lease period except in the case of a default. In addition, we deposited cash into a restricted account for the benefit of Infrastructure Partner in April 2026 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 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 infrastructure initiatives requires us to recruit personnel with relevant experience and manage complex multi-year deployment timelines and relationships with software 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.

2 unchanged paragraphs

Deployment of our data center and power infrastructure projects includes 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. 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 impact our business.

1 unchanged paragraph

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.

15 unchanged paragraphs

If our marketing strategies, such as our free trials and free tiers, fail to lead to customers purchasing paid subscriptions generate the benefits we expect, or otherwise converting into paid users, if their costs exceed those benefits, our ability to grow our revenue will could be adversely affected.

A portion of our users access our models, platform, and applications through free tiers or promotional offerings, Our business model depends in part on our ability and we seek to convert these free users into paying customers However, over time. We may not always be successful in demonstrating sufficient value to convince free users to upgrade to paid subscriptions. 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 substantial costs, including compute and infrastructure, expenses, customer support, and other operational costs. If In addition, we are unable offer free access in significant part to convert build awareness of, familiarity with, and engagement with our products, and as a sufficient number means of free users reaching individuals engaged in knowledge work outside of a business or organizational context. However, these benefits are inherently difficult to paid subscribers, 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. 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.

6 unchanged paragraphs

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 sufficient safety testing, evaluations, or mitigations were completed, such as with Mythos Preview through Project Glasswing, which may have had a negative impact on our short-term revenue, and we may do so again in the future.

41 unchanged paragraphs

We also 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 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 may 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. Preview.

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. Preview. While we are actively investing in and enhancing our security infrastructure and controls, we may 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. These risks are compounded We also face the risk that employees, contractors, or other personnel 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.

12 unchanged paragraphs

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 techniques, to collect data. methods. While we take steps designed to ensure that our activities comply with applicable law, applicable robots.txt notices, and any applicable terms of use or services, our efforts may not always be successful. Further, we are unable 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.

36 unchanged paragraphs

We are subject to claims, lawsuits, arbitration proceedings, government 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, 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 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 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.

8 unchanged paragraphs

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, and 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.

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 impact 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.

1 unchanged paragraph

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, and our compliance measures and internal controls may not always be fully effective or responsive to the changing substance, application, and interpretation of export controls and sanctions.

1 unchanged paragraph

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 and Run-Rate Revenue from such unsupported jurisdictions to decline and otherwise adversely affect our business and financial condition.

4 unchanged paragraphs

We are a U.S.-headquartered company with extensive U.S. operations, as well as subsidiaries and operations in several other countries, including the UK, the EU, Canada, Switzerland, Ireland, 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 will 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 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 and require continuous monitoring to ensure constant compliance maturity level 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 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 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.

12 unchanged paragraphs

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 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.

6 unchanged paragraphs

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 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.

11 unchanged paragraphs

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 specific public benefit Company Purpose identified in our amended and restated certificate of incorporation. which is the Company Purpose. In addition, the LTBT possesses certain rights that are designed to help ensure that we are managed in a manner that 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 certain 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 the 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 you disagree or in a way that may be adverse to your interests. Upon the completion of this offering, we will also issue a single share of Class F common stock, a special class of our governance structure is likely common stock, to have the effect Founder LLC. The Class F common stock will be entitled to an aggregate number of limiting votes that equals 50.1% of the likelihood total voting power of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for our outstanding shares with respect to matters submitted to stockholders generally, including the removal election of directors. As a result, our directors other than the Class T directors. Under this governance structure, may make it more difficult we expect that the LTBT and the Founder LLC will collectively have the ability to replace elect all members of our board of directors, and management and may the Founder LLC will have the effect ability to determine the outcome of depriving all matters submitted to a vote of our stockholders generally for the foreseeable future. Accordingly, holders of an opportunity our Class A common stock generally will not be able to sell their shares at affect the outcome of any matter submitted to a premium over prevailing market prices. vote of our stockholders or the election of our directors, regardless of how they vote.

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.

1 unchanged paragraph

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 policies of the LTBT do not permit the LTBT or its Trustees to hold shares of our capital stock other than the Class T common stock.

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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. The Class F common stock will remain outstanding until . 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. 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.

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 operate as a Delaware public benefit corporation. As a public benefit corporation, we cannot provide any assurance that we will achieve our public benefit Company Purpose.

As a PBC, we are required to produce a public benefit or benefits and to operate in a sustainable manner, balancing our stockholders pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit Company Purpose identified in our amended and restated certificate of incorporation. which is the Company Purpose. We cannot assure you that we will achieve our public benefit 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 specific public benefit 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, our specific public benefit, and the best interests of those stakeholders materially affected by our conduct, including our customers, partners, employees, the communities in which we operate, and others that we may identify from time to time, 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 specific public benefit 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 limited limitations on certain uses of our models, platform, and applications or adjustments to the timing of new offerings to enhance the experience of our users, partners, and the communities in which we operate, including by improving the overall safety of our models, platform, and applications, changes in the manner in which how we deliver customer support investing investments in our relationships with our partners and employees investing investments in and introducing introductions of new models, platforms, and applications investing investments in social impact initiatives consistent with our public benefit objectives or and changes in our approach to working with local or national jurisdictions on laws and regulations governing our business. may not result in the long-term benefits that we expect, in which case our business, financial condition, and results of operations, as well as the market price of our Class A common stock, could be adversely affected.

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 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. 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. 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 exclusively 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 specific public benefit 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 specific public benefit 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 the 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 properly 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 attractive as a takeover target than a traditional company would be and, therefore, your ability to realize your investment through an acquisition may be limited. PBCs We may also not be an attractive targets 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 public benefit Company Purpose, and stockholders may be able to enforce this obligation through litigation. Further, by requiring that the our board of directors of PBCs consider additional stakeholders and the public benefit our Company Purpose, and not just maximizing stockholder value, Delaware law could make it easier for a our board of directors of a PBC to reject a hostile bid, even where the acceptance of such a bid would provide the greatest short-term financial yield to investors.

1 unchanged paragraph

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 public benefit interest, 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 are entitled to file an and, in the case of a derivative action, such stockholders satisfy any other conditions applicable to enforce filing a derivative action. This potential liability for enforcement of the statutory balancing requirement imposed on the board of directors by the DGCL. This potential liability 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 impact our management s ability to effectively execute our strategy. There is limited judicial precedent 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.

1 unchanged paragraph

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 (1) any derivative action or proceeding brought on our behalf, (2) 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, (3) any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (4) 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). Nothing in our amended and restated bylaws will preclude stockholders that assert claims under the Exchange Act from bringing such claims in federal court, subject to applicable law.

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 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, any derivative action or proceeding brought under the Exchange Act may, to the fullest extent permitted by applicable law, only be brought in the federal district court for the District of Delaware. All other claims arising under the Exchange Act may be brought in any federal court of competent jurisdiction.

5 unchanged paragraphs

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 between us 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 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 N-Class 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.

2 unchanged paragraphs

A substantial portion of the outstanding shares of our Class A common stock after this offering will be restricted from immediate resale but may be sold in the near future. The large number of shares eligible for public sale or subject to rights requiring us to register them for public sale may depress the market price of our Class A common stock.

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 N-Class common stock, our public benefit initiatives, or otherwise will dilute all other stockholders. 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 shares of Class A common stock, shares of N-Class common stock, shares of Class T common stock, one share of Class F common stock, and 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 N-Class 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. Any such issuances may result in substantial dilution to our existing stockholders and cause the market price holders of our Class A common stock to decline. In addition, certain of our outstanding convertible promissory notes contain ownership limitations that restrict the issuance of common stock beyond specified thresholds. If a holder waives such limitations in accordance with the terms of the applicable note, we would be obligated to issue additional shares of common stock upon conversion, which could result in significant dilution to our existing stockholders and cause the market price of our Class A common stock to decline.

In addition, certain of our outstanding convertible promissory notes contain ownership limitations that restrict the issuance of common stock beyond specified thresholds. If a holder waives such limitations in accordance with the terms of the applicable note, we would be obligated to issue additional shares of common stock upon conversion, which could result in significant dilution to our existing stockholders and cause the market price of our Class A common stock to decline. Our N-Class common stock, which is primarily held by our strategic business partners, will convert to Class A common stock upon an open market sale or transfer to an unaffiliated third party, subject to certain limitations. Although our N-Class common stock is entitled to economic rights equivalent to those of our Class A common stock, the conversion of our N-Class common stock into shares of our Class A common stock will dilute the voting power held by the holders of our Class A common stock.

In addition, registration rights agreements entered into with holders of counterparties to certain of our outstanding convertible promissory notes NPAs provide such holders counterparties with rights to cause us to register for resale after this offering both (i) shares of our common stock underlying such notes, and (ii) shares of Class A common stock issuable upon conversion of the N-Class common stock, 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.

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 N-Class common stock outstanding as of (after giving effect to the Preferred Stock Conversion and Convertible Notes Conversion), we will have a total of shares of Class A common stock outstanding and shares of N-Class 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 the underwriters under which they have agreed or will agree, subject to specific exceptions, not to sell any shares of our Class A common stock or N-Class common stock for a period of time up to days following the date of this prospectus. We refer to such period as the lock-up period. We and the representatives may release certain stockholders from the market standoff agreements or lock-up agreements prior to the end of the lock-up period. See the section titled Shares Eligible for Future Sale for more information.

1 unchanged paragraph

2 unchanged paragraphs

and 5 more changes in the filing

Forward-looking statements 1 change

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 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, and privacy and data protection 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.

4 unchanged paragraphs

Industry, market, and other data 1 change

1 unchanged paragraph

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 International Data Corporation ( IDC ), The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026.

2 unchanged paragraphs

Capitalization 3 changes

The following table sets forth our cash, cash equivalents, and short-term investments, as well as our capitalization, as of 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 , (ii) the Convertible Notes Conversion, as if such conversion had occurred on , and (iii) the Class F Stock Issuance, as if it had occurred on , and (iv) 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 and (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.

4 unchanged paragraphs

Convertible preferred stock, par value $0.00001 per share 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 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted Class A common stock, par value $0.00001 per share shares authorized, shares issued and outstanding, actual shares authorized, shares issued and outstanding, pro forma and shares authorized, shares issued and outstanding, pro forma as adjusted N-Class common stock, par value $0.00001 per share shares authorized, shares issued and outstanding, actual shares authorized, shares issued and outstanding, pro forma and shares authorized, shares issued and outstanding, pro forma as adjusted Class T common stock, par value $0.00001 per share 1,000 shares authorized, 1,000 shares issued and outstanding, actual 1,000 shares authorized, 1,000 shares issued and outstanding, pro forma and 1,000 shares authorized, 1,000 shares issued and outstanding, pro forma as adjusted Class F common stock, par value $0.00001 per share no shares authorized, no shares issued and outstanding, actual shares authorized, 1 share issued and outstanding, pro forma and shares authorized, 1 share issued and outstanding, 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 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.

1 unchanged paragraph

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 N-Class common stock, and 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of (after giving effect to the Preferred Stock Conversion, and Convertible Notes Conversion, and Class F Stock Issuance), 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 , with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after , 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 , but for which the service-based vesting condition was not satisfied as of shares of our Class A common stock issuable upon the vesting and settlement of RSUs that were granted after 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 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.

1 unchanged paragraph

Dilution 2 changes

1 unchanged paragraph

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 N-Class common stock, and Class T N-Class common stock outstanding however, because our Class T common stock has and Class F common stock have no economic rights, it is they are excluded from the per share calculation. Our historical net tangible book value as of was $ , or $ per share. Our pro forma net tangible book value as of was $ , or $ per share, based on the total number of shares of our Class A common stock and N-Class common stock outstanding as of , after giving effect to the Preferred Stock Conversion and Convertible Notes Conversion.

4 unchanged paragraphs

The number of shares of our Class A common stock, N-Class common stock, and 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 N-Class common stock, and 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of (after giving effect to the Preferred Stock Conversion, and Convertible Notes Conversion, and Class F Stock Issuance), 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 , with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after , 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 , but for which the service-based vesting condition was not satisfied as of and shares of our Class A common stock issuable upon the vesting and settlement of RSUs that were granted after 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 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.

2 unchanged paragraphs

MD&A 73 changes

9 unchanged paragraphs

As more customers adopt Claude and expand their usage, we have rapidly grown our base of customers that generate meaningful revenue. We had customers with $100,000 or more of revenue on a TTM basis as of , up from as of . Average revenue per customer with $100,000 or more of revenue on a TTM basis grew from $ for the to $ for the .

6 unchanged paragraphs

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 % year-over-year for the months ended , compared to our compute and infrastructure expenses that grew % 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 4.8, and Mythos Preview, and launched new products, including Claude Cowork and Claude Design.

1 unchanged paragraph

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, approximately % of code committed to our codebase as of was written by Claude. Run-Rate Revenue increased % while headcount increased % from as of to as of , driving Run-Rate Revenue per employee from $ to $ over the same period, a reflection of extraordinary talent density and a culture built to compound it . 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. 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 about the assumptions and limitations of this metric.

1 unchanged paragraph

Our revenue was $ for the months ended , up from $ for the months ended . Our operating loss was $ for the months ended , up from $ for the months ended . The result of our revenue growth, compute efficiency, and operating efficiency has been a significant improvement in Adjusted Operating Loss, which was $ for the months ended , up from $ for the months ended . 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 Adjusted Operating 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.

1 unchanged paragraph

We intend to fund these investments through the revenue we generate and the capital that we raise. As of , we have raised an aggregate of $ of capital and have cash and cash equivalents of $ .

We intend to fund these investments through the revenue we generate and the capital that we raise. As of , we have raised an aggregate of $ of capital and have cash and cash equivalents of $ . 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.

1 unchanged paragraph

In addition, we offer certain of our applications on a subscription basis, serving both enterprises and prosumers. We price access to intelligence in our subscription-based applications based on usage limits as well as features and capabilities.

At the foundation of our business is our family of four Claude models, model classes Mythos Preview, (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. The model tier a customer uses together with 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 our CSPs, 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, and their spend increases with the volume of which is metered in tokens consumed based on and priced according to the model tier 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 upgrade to a higher subscription tier or purchase more intelligence directly, creating a seamless bridge from subscription access to incremental pay-for-intelligence revenue. A growing number of enterprise customers agree to annual or multi-year contracts with minimum spend commitments.

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. Subscription-based revenue increased from $98 million, or 25% of total revenue, to $789 million, or 17% of total revenue, over the same period. 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.

18 unchanged paragraphs

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.

1 unchanged paragraph

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 heterogenous 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 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.

7 unchanged paragraphs

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 may 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.

4 unchanged paragraphs

Third, our ability to land new customers and expand within existing accounts. As of December 31, 2023, 2024, and 2025, 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, and to , respectively. Average revenue per customer with $100,000 or more approximately 1,500 as of December 31, 2025. Total revenue on a TTM basis from these customers grew from $ approximately $37 million to $ $220 million to $ as $3.5 billion and represented 90%, 57%, and 76% of total revenue for the years ended December 31, 2023, 2024, and 2025, respectively.

2 unchanged paragraphs

Our revenue is influenced by customer usage patterns, including which are impacted by the timing frequency and capability of new model and product version releases, as well as seasonal trends, each of which can create variability in our results from period to period. The timing continuous and overlapping cadence of new model and product generation releases can meaningfully influence is inherent to remaining at the frontier of AI development. For example, over the six months ended June 30, 2026, we released seven new model versions, and approximately % of our revenue in that six-month period was generated by model versions released within the preceding six months. As we have released successive generations of Claude models, we have typically observed a step-up in 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.

2 unchanged paragraphs

Our commitment to public benefit extends to how we deploy our resources. We intend to direct a significant meaningful portion of our resources toward ensuring that the benefits of frontier AI is safe and its benefits are broadly accessible, 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.

4 unchanged paragraphs

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 twelve 12 months or less.

3 unchanged paragraphs

We expect compute and infrastructure expenses to increase in absolute dollars and continue to be 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 with given the vast majority of it our compute is contracted under multi-year commitments procured that we typically procure 12 to 18 months in advance of availability. We deploy this committed compute becoming available to us. 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 significant 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.

21 unchanged paragraphs

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 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 as 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 the average revenue per customer in this cohort increased to $ from $ over the same period. 2025, respectively.

41 unchanged paragraphs

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 as 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 the average revenue per customer in this cohort increased to $ from $ over the same period. 2024, respectively.

46 unchanged paragraphs

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 , we had cash and cash equivalents of $ , $ of short-term investments, and $ 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 highly liquid investments with original maturities of three months or less from the date of purchase.

1 unchanged paragraph

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 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 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 CSPs, 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.

1 unchanged paragraph

On May 14, 2025, we entered into the Credit Agreement, which provided for a $2.5 billion senior secured revolving credit facility with a $400 million letter of credit sublimit ( Initial Credit Facility ). In September and November 2025, we amended the Initial Credit Facility to increase the aggregate revolving commitments to $3.3 billion (as amended, Credit Facility ). The Credit Facility will mature on May 14, 2030, subject to earlier springing maturity if more than $500 million in aggregate scheduled cash principal payments on certain of our outstanding convertible promissory notes come due within 91 days prior to the maturity of such convertible promissory notes, subject to certain exceptions and conditions set forth in the Credit Agreement. The proceeds of the 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 Credit Agreement.

2 unchanged paragraphs

The following table summarizes the notes outstanding under our NPAs as of .

Counterparty Agreement Principal Amount Outstanding (in millions) Conversion Price Per Share (1) Shares Issuable on Conversion (2) _________________ (1) In connection with this offering, .

We have entered into NPAs with each of Google (through Google LLC), Amazon (through Amazon Web Services, Inc.), and Infrastructure Partner 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 $ aggregate principal amount of which remains outstanding as described below under Outstanding Notes, and under which no additional notes may be issued, and the Amazon 2026 NPA, which provides for potential future financing capacity, subject to certain conditions described below. Our Infrastructure Partner 2026 NPA provides for potential 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 Note 9 and Note 16 to our consolidated financial statements included elsewhere in this prospectus.

The following table summarizes the notes outstanding under our NPAs as of , which consist entirely of non interest bearing rollover notes issued to Amazon in connection with the Amazon 2023 NPA and Amazon 2024 NPA, which NPAs do not provide for any further incremental note issuances. Due to Amazon s ownership cap, these rollover notes were issued in lieu of shares of our non-voting redeemable convertible preferred stock, which would otherwise have been issuable to Amazon under the Amazon 2023 NPA and the Amazon 2024 NPA.

Counterparty Agreement Principal Amount Outstanding (in millions) Conversion Price Per Share (1) Shares Issuable on Conversion (2) Amazon Amazon 2023 NPA (3) $ 20.9280 Amazon Amazon 2024 NPA (4) $ 50.4779 Total _________________ (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 N-Class 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. Based on the fixed conversion price of $ per share, an assumed offering size of shares of Class A common stock, and Amazon s beneficial ownership of our capital stock as of , we estimate that approximately shares of our N-Class common stock would be issuable to Amazon upon conversion of the rollover notes upon the completion of this offering. The remaining rollover notes, representing approximately shares of N-Class common stock on an as-converted basis at the fixed conversion price, would remain outstanding following this offering and would be convertible in subsequent fiscal quarters as described above, subject to Amazon s ownership cap.

(2) Assumes conversion at the price in the column titled Conversion Price Per Share without giving effect to the holder s ownership cap. Following this offering, any outstanding notes automatically convert at the end of each fiscal quarter to the extent such conversion would not exceed Amazon s ownership cap, which may be waived at Amazon s election. Any principal amount of notes that cannot convert without exceeding the applicable ownership cap will be re-issued as a non-interest-bearing rollover note maturing 10 years from issuance.

(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.

1 unchanged paragraph

Counterparty Agreement Aggregate Amount Available for Issuance (in millions) Principal Amount Outstanding (in millions) Draw Period Ends Total Amazon The following table summarizes the principal terms of the .

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 _________________ (1) As of .

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 _________________ (1) As of .

The following table summarizes the principal terms of the .

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 _________________ (1) As of .

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 . 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) Infrastructure Partner Infrastructure Partner 2026 NPA $ 42,000 $ (3) Total $ 77,000 $ _________________ (1) Subject to reduction by up to $10.0 billion if Google exercises its option to purchase shares of our N-Class common stock in a private placement concurrent with this offering at the public offering price. See the section titled Google for more information.

(2) Thirty months following the completion of this offering, or earlier upon the termination of certain commercial agreements with Amazon.

(3) Five years from the start of the draw period, subject to earlier termination. See the section titled Infrastructure Partner for more information.

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.

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 N-Class 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 notes may be issued in $1.0 billion increments upon our draw requests.

To the extent shares of our N-Class 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 N-Class 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 we owe Amazon 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.

Infrastructure Partner

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 Business Our Infrastructure Our Data Center Strategy Infrastructure Equipment Leases.

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 $42.0 billion $42.0 billion (2) $ 9.00% per annum (3) 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 (2) Infrastructure Partner may elect to convert any outstanding notes into shares of our N-Class common stock at a conversion price equal to 90% of 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 notes to be issued under the Infrastructure Partner 2026 NPA prior to the completion of this offering.

(3) 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 quarters of 2025 and thus far in 2026, our continued compliance with the minimum liquidity requirement under our revolving credit facility, and our continued performance under our lease arrangements with Infrastructure Partner, 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 Infrastructure Partner demands a stipulated loss payment under the 2026 Lease Arrangement, Infrastructure Partner may require us to settle a portion of the notes in cash or in shares of our N-Class common stock at the conversion price described above. If we experience a change of control or similar liquidation event, Infrastructure 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 Infrastructure Partner 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 Infrastructure Partner with respect to any shares of N-Class common stock issued upon conversion of the notes. See Description of Capital Stock Registration Rights.

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.

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 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 N-Class 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.

(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 N-Class common stock at the 30-day trailing volume-weighted average price of our Class A common stock.

Note issuances under the Google 2026 NPA can be made through December 31, 2030 and are driven by the achievement of certain conditions under specified third-party compute agreements and specified 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 February 6, 2029. To the extent shares cannot be issued without exceeding Google s ownership cap, the excess will be funded through a non-interest-bearing rollover note maturing 10 years from issuance and convertible into N-Class 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 N-Class 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.

11 unchanged paragraphs

The following table summarizes our contractual obligations as of (in millions) Total 2026 2027 2028 2029 2030 Thereafter Real estate lease commitments Infrastructure equipment leases (1) Noncancelable purchase commitments (2) Total (3) __________________ (1) (2) Consists of minimum purchase commitments under non-cancellable third-party cloud infrastructure agreements in an aggregate amount of $ as of . Excludes incremental commitments entered into after in an aggregate amount of approximately $ through 2036, consisting of $ in 2026, $ in 2027, $ in 2028, $ in 2029, $ in 2030 and $ thereafter.

The following table summarizes our contractual obligations as of (in millions) Total 2026 2027 2028 2029 2030 Thereafter (1) Consists of operating leases for corporate offices, data centers, and infrastructure equipment with a weighted-average remaining lease term of years as of .

(2) Primarily consists of future minimum payments under CSP hosting and other third-party infrastructure service agreements in an aggregate amount of $ as of , with a weighted-average remaining term of years as of . Such arrangements are non-cancelable, except with one of our CSPs, which arrangement is terminable by either party with three months notice. See the section titled Business Our Infrastructure Multi-Chip Compute Approach for more information.

(3) Excludes $ aggregate principal amount outstanding under convertible promissory notes as of . As of , after giving effect to conversions in connection with our Series G-1 financing, $ aggregate principal amount remains outstanding, and we may issue up to an additional of convertible promissory notes, subject to applicable conditions. See the section titled Convertible Notes for more information.

The table above reflects our contractual obligations as of , and does not give effect to leases executed and not yet commenced as of , with total estimated future undiscounted lease obligations of approximately $ , or to any commitments we have entered into after . Specifically, the contractual obligations above exclude incremental commitments entered into after or that have not commenced as of , in an aggregate amount of approximately $ through 2036, which includes purchase commitments with CSPs of $ in 2026, $ in 2027, $ in 2028, $ in 2029, $ in 2030, and $ thereafter. Consistent with our compute and data center strategy, we have entered into, and expect to continue to enter into, additional long-term arrangements to secure compute and infrastructure capacity, and to make significant related investments as we scale our business. See Note 16 to our consolidated financial statements included elsewhere in this prospectus for more information on commitments entered into subsequent to .

Qualitative and Quantitative and Qualitative Disclosures about Market Risk

10 unchanged paragraphs

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.

42 unchanged paragraphs

Business 39 changes

45 unchanged paragraphs

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, Preview, 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 clarity of mission reduces friction, accelerates decision-making, and fosters a culture where safety and capability are pursued with equal intensity.

1 unchanged paragraph

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, the vast majority of the members of our technical staff who have joined Anthropic remain with us as of , including approximately % of our first 50 technical hires.

83 unchanged paragraphs

Mythos Preview. Our most capable model, representing a new class of intelligence with significant advances in cybersecurity, autonomous coding, and long-running agentic tasks. Due to its advanced capabilities, particularly in cyber vulnerability discovery, Mythos Preview is currently deployed as a gated research preview through Project Glasswing, available to select organizations for cybersecurity applications. We expect the broader capabilities of Mythos Preview to appear in generally available models over time.

The Claude model family consists of currently includes four models, model classes Mythos, Preview, Opus, Sonnet, and Haiku each optimized for a different point on the capability-cost-speed curve. All models support text, code, and multimodal inputs. Claude can also interact directly with desktop environments, seeing screens, moving cursors, clicking, and typing, enabling fully autonomous multi-application workflows.

Mythos. Our most capable model class, with frontier capabilities across all domains, especially coding, long-running agent tasks, and the capability to solve problems AI has not reliably handled before. Due to its advanced capabilities in finding and chaining together software vulnerabilities, we launched Claude Mythos Preview via Project Glasswing, an effort to provide maintainers of critical infrastructure a headstart on finding and fixing vulnerabilities. More recently, we updated this model to Mythos 5, and broadened access to these advanced capabilities with Fable 5, a Mythos-class model with safeguards for general use.

Opus. Our flagship generally available generally-available model for the most complex, reasoning-intensive enterprise tasks. Opus is among the leading models on key industry benchmarks including Terminal-Bench 2.1 (agentic coding), Humanity s Last Exam (multidisciplinary reasoning), and GDPval-AA (knowledge work). Opus features adaptive thinking, which dynamically scales reasoning depth based on task complexity, and a one-million token context window.

Sonnet. Our powerful, versatile model built for daily use, delivering frontier AI at meaningfully lower cost to the user compared to Opus and Mythos. Preview. Sonnet is a popular model for general purpose tasks and also features a one-million token context window that supports extended session lengths.

Haiku. Our lowest cost and often fastest model, Haiku delivers performance comparable to a prior Sonnet generation at a fraction of the cost. Haiku is designed for high-frequency, latency-sensitive workloads and is frequently deployed as the high-volume worker tier in multi-agent orchestration setups.

31 unchanged paragraphs

We have built a deliberate and diversified compute sourcing strategy across multiple chip platforms. This strategy provides three distinct advantages. First, we can secure compute from multiple providers rather than being constrained by any single provider. Second, we can select chips based on the best price-performance and efficiency characteristics for each workload, benefiting from the differentiated strengths of each platform. Third, we maintain collaborative relationships with each of our providers, co-developing and customizing we influence roadmaps and features of future chip generations. to Our model architectures. 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. We entered into an agreement with Amazon in April 2026, pursuant to which we committed to spend an aggregate of $110.0 billion between May 2026 and April 2036.

Google TPUs. Our partnerships with Google and Infrastructure Partner provide us with access to compute capacity powered by Google TPUs across multiple generations of the TPU platform. In March 2026, we entered into an agreement with Google, which was subsequently amended in May 2026 and pursuant to which we committed to spend an aggregate of approximately $111.1 billion between April 2026 and July 2033. See the section titled Our Data Center Strategy below for a description of our agreements with Infrastructure Partner.

NVIDIA GPUs. In November 2025, we entered into a strategic partnership with NVIDIA to access compute powered by NVIDIA s Grace Blackwell and Vera Rubin GPU systems. We procure access to a significant part of this compute under an agreement with Microsoft entered into at the same time, which was subsequently amended in February 2026, pursuant to which we committed to spend an aggregate of at least $31.4 billion between November 2026 and May 2033. In addition, in May 2026, we entered into agreements with X.AI LLC ( x.AI ), a wholly-owned subsidiary of Space Exploration Technologies Corp., to access compute powered by NVIDIA GPUs. Under our arrangement with x.AI, we agreed to spend an aggregate of up to $44.4 billion between May 2026 and May 2029. Our agreements with x.AI are non-cancelable by either party before August 2026 thereafter, the agreements may be cancelled by either party upon 90 days advance written notice. We also procure NVIDIA compute capacity through other cloud providers and collaborate directly with NVIDIA on design and engineering to optimize future NVIDIA hardware for our workload profile.

2 unchanged paragraphs

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 Infrastructure Equipment Leases. We procure specialized AI accelerators and associated components, including CPUs and high-bandwidth memory, through master equipment leases with Broadcom, pursuant to which . See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations for more information.

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 Infrastructure Equipment Leases. We procure specialized AI accelerators and associated components from third-party infrastructure suppliers, including CPUs and high-bandwidth memory, for deployment in dedicated data center facilities operated by others on our behalf. Pursuant to these arrangements, we have five-year leases for equipment delivered thereunder and 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. Such lease arrangements provide us with access to next-generation TPU-based compute capacity that began to come online in 2026 and that we expect to come online starting in 2027. Such lease arrangements are non-cancelable by either party during the applicable lease period except in the case of a default. In connection with securing access to compute capacity, we deposited cash into a restricted cash account for the benefit of Infrastructure Partner and may be required to deposit additional cash under certain circumstances. The two special purpose subsidiaries entered into agreements for such 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 to Infrastructure Partner 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 Management s Discussion and Analysis of Financial Condition and Results of Operations Convertible Notes for more information.

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 an arrangement 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.

1 unchanged paragraph

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 anticipate procuring are pursuing additional data center capacity internationally to support our full range of workloads.

1 unchanged paragraph

Gemini Enterprise Agent Platform. .

Microsoft Foundry. .

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. Amazon Bedrock. .

47 unchanged paragraphs

Our Responsible Scaling Policy describes how we approach the 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 Frontier Red Team tests 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 the results of these evaluations, the mitigations we have implemented to address these risks, and our assessment of the effectiveness of our mitigations. In our Responsible Scaling Policy, we also commit to publishing a Frontier Safety Roadmap, detailing our plans for measurable advances 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.

1 unchanged paragraph

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. Claude s constitution is both a meaningful advance in how frontier models are trained and our attempt to grapple with the most difficult questions regarding the development of this new type of artificially intelligent entity. Our researchers have found that training Claude on high-quality constitutional documents combined with fictional stories portraying an aligned AI contribute contributes to reducing Claude s misalignment rate. Our approach to Constitutional AI has also proven commercially valuable Claude s distinctive approach produces a model that is trusted by our customers.

5 unchanged paragraphs

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 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. During training, Claude s constitution and our usage policies define prohibited discriminatory behavior, including with respect to protected attributes. When deployed, our usage policy prohibits the use of Claude for 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 AI Standards and Innovation and the U.K. AI Security Institute, for recent frontier models, as described in our model system cards.

As AI models grow more capable, ensuring safe and predictable behavior becomes more challenging. Our Alignment team focuses on whether models behave as users intend, 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. We are continually focused on improving model alignment, and Claude consistently performs at or above the alignment levels of other frontier models.

2 unchanged paragraphs

Our Safeguards team reduces the risk of Claude producing dangerous or harmful 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.

2 unchanged paragraphs

Each release is accompanied by a detailed system card covering capability and safety evaluations, external tester reports, and candid discussion of areas where performance remains limited or where the model shows signs of unwanted behavior. In particular, 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. 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, Preview, 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.

5 unchanged paragraphs

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 significant a meaningful portion of our resources toward ensuring that the benefits of frontier AI is safe and its benefits are broadly accessible. distributed. This may include 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 that would not otherwise have access to frontier AI capabilities. We believe that how we allocate our resources is as much an expression of our mission as how we build our models.

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, and we match those donations with additional shares of our common stock. As of , employees had made pledges under our donation matching program. Just as our public benefit purpose defines how we direct our work as an organization, our donation matching program reflects a parallel commitment by our employees to direct the personal financial value created by that work toward the public good. In addition, our co-founders have each independently pledged to donate 80% of their personal equity in Anthropic to philanthropic causes, separate from and not eligible for our donation matching program. 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. 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.

10 unchanged paragraphs

As part of our broader intellectual property strategy, we have invested in a patent program to identify and protect a substantial portion of our strategic intellectual property in covering certain technologies relevant to our business. As of December 31, 2025, we held 24 issued U.S. patents, with an additional 33 U.S. patent applications pending, and 22 issued patents in foreign jurisdictions, with an additional 13 patent applications pending. We continually review our development efforts to assess the existence and patentability of new intellectual property.

3 unchanged paragraphs

We are subject to laws and regulations of various jurisdictions and governmental government agencies affecting our operations and the provision of our models, platform, and applications. 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 do were not yet fully address the risks and opportunities it presents. 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 U.S. AI Safety Institute (now the Center for AI Standards and Innovation) 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 Safety Institute (now the U.K. AI Security Institute) for pre-deployment testing consistent with our agreement with the Center for AI Standards and Innovation, and publicly endorsed California s Transparency in Frontier Artificial Intelligence Act (SB 53).

3 unchanged paragraphs

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 Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection 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. In the European Union, EU, the EU AI Act establishes a risk-based framework categorizing AI systems by potential risk level. General-purpose AI models with systemic risks face obligations including transparency requirements, technical documentation, EU copyright compliance, and publication of training data summaries. 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.

1 unchanged paragraph

We collect, process, store, and 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 Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection 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 European Union, 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 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.

1 unchanged paragraph

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. These export restrictions, which would require that we obtain licenses from Obtaining the U.S. Department of Commerce to allow us to provide our intelligence service licenses needed to serve or otherwise do business with such listed firms, parties could limit our ability to conduct business with certain potential customers. 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.

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 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.

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 regulations. 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, European Union, 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-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. 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.

2 unchanged paragraphs

We also lease data centers in the United States and have committed billions towards expanding American U.S. computing infrastructure. We are also pursuing data center capacity in jurisdictions outside the United States. We continue to evaluate new locations for future data centers, including in the United States and abroad.

7 unchanged paragraphs

Our governance structure and its goals 45 changes

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 the public benefit that we promote, which is the our Company Purpose. In addition, a financially disinterested LTBT, which generally has the power to elect and remove certain 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. in support We also believe that our seven co-founders are distinctly equipped to be stewards of our mission. We believe that a governance structure in which the Company Purpose. LTBT supplies mission-oriented oversight and our co-founders provide long-term stewardship is best designed to enable the balancing of these interests.

1 unchanged paragraph

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 believe have found that the safety and societal benefit of AI and consideration of the best interests of all key stakeholder groups go hand in hand 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 various objectives, standards, and key performance metrics, which may evolve over time as our business grows and as our understanding of our public benefit impact develops. We anticipate that these objectives, standards, and key performance metrics will address areas such as AI safety, the responsible deployment of our technology, and the 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 objectives to promote and the standards by which to measure our public benefit performance.

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 the best interests of those materially affected by our conduct. We intend to make this statement available to stockholders and the public through our website.

1 unchanged paragraph

Through a special class of common stock, Class T, the LTBT has the authority to elect and remove certain members of our board of directors. Class T common stock has no economic rights. The LTBT s arrangements are designed to minimize the Trustees exposure to our financial performance and grant the Trustees sufficient independence to ensure we are managed to properly balance (i) the pecuniary interests of our stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the Company Purpose.

We created the LTBT, which was designed to ensure that we are managed in a manner that properly balances our tripartite goals as a PBC The LTBT is organized as a common law noncharitable purpose trust under Delaware law. Its purpose closely tracks the Company Purpose. The LTBT s purpose is to ensure that we are managed in a manner that properly 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 LTBT is organized as a common law noncharitable purpose trust under Delaware law. 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 certain members of our board of Class T directors, however, neither the LTBT nor the Trustees have decision 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 Company Purpose, properly balance our tripartite goals as a PBC, 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 Certain actions, such as a merger, consolidation, or sale of all or substantially all of our business effectively and in a manner that appropriately balances (i) assets, will require the pecuniary interests approval of our stockholders, (ii) the best interests board of those materially affected directors pursuant to Delaware law, a majority of whom are elected by our conduct, and (iii) the Company Purpose. 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. For a discussion of the members of the 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 Board of Directors.

Prior to nominating or removing a Class T director, the LTBT must provide at least 30 days notice to the Company s nominating and corporate governance committee (the NGC ), which notice period is waivable by the NGC in its discretion.

With respect to one of the Class T director seats, the LTBT s ability to nominate or remove that director is subject to the concurrence of the NGC. If the NGC does not concur with such nomination or removal within 15 days of receiving notice, the matter will be submitted to a vote of the holders of our Class common stock. The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Trustees of the LTBT

The LTBT is governed by five Trustees. The Trustees have the authority to appoint and remove the Trustees by majority vote, provided that the LTBT must provide at least 30 days prior written notice to the NGC before effecting any such appointment or removal. The notice period is waivable by the NGC in its discretion. 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 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. Dr. Shah serves on the boards of Prevail Fund, the Institute to End Mass Incarceration at Harvard Law School, Educate Girls, Giving Green, and IDinsight. 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.

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 his extensive background in national security and foreign policy will address the growing intersection between AI capabilities and geopolitical risks.

Mariano-Florentino Tino Cu llar has served as a Trustee since January 2026. Dr. Cu llar serves as the Cameron Schrier Professor of Law and Political Science, Sara Miller McCune Director of the Center for Advanced Study in the Behavioral Sciences, and the Shriram Family Director of the Knight-Hennessy Scholars program at Stanford University. He previously served as the tenth President of the Carnegie Endowment for International Peace, an independent international affairs research institution, from October 2021 to July 2026. Prior to that, Dr. Cu llar served on the Supreme Court of California from 2015 to 2021. Before joining the court, he was the Stanley Morrison Professor of Law at Stanford University and served as Director of the Freeman Spogli Institute for International Studies. Dr. Cu llar has served in three presidential administrations, including the Obama administration, where he led the White House Domestic Policy Council s teams working on civil and criminal justice, public health, immigration, and regulatory reform. He also co-led California s Working Group on AI Frontier Models and served on the National Academy of Sciences Committee on Social and Ethical Implications of Computing Research. Dr. Cu llar also chairs the board of the William & Flora Hewlett Foundation and serves on the boards of Inflection AI, Harvard University, and LawZero. He holds an A.B. in Government and Political Psychology from Harvard University, a J.D. from Yale Law School, and a Ph.D. in Political Science from Stanford University.

Dr. Cu llar was selected to serve as a Trustee because of his expertise in law, governance, and international affairs and his consistent focus on how technology affects public institutions and democratic governance.

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 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.

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 $ , $ , and $ , respectively, 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).

Each Trustee receives annual cash compensation of $400,000 for their service as a Trustee. In addition, Dr. Shah receives annual cash compensation of $25,000 for his service as the Chair of the LTBT. The Trust Agreement prohibits a Trustee from being paid in securities of the Company or any other consideration other than cash or in any manner that is conditioned upon the profits of the Company. The policies of the LTBT prohibit a Trustee from directly purchasing or holding any security of the Company.

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. 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 pecuniary interests of our stockholders with the Company Purpose.

We believe that our success depends 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. Upon 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. The 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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.

The Class F common stock will be voted by the Founder LLC in a manner determined in accordance with its limited liability company agreement (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 will be admitted to the Founder LLC for a specified period of time. We refer to our seven co-founders and any successors in the Founder LLC as Continuing Founders. Each Continuing Founder will be entitled to one vote when determining how the Class F common stock will be voted.

If a majority of the Continuing Founders cannot agree on how the Class F common stock will be voted, then the Class F common stock will generally be voted proportionately with the votes of the Class A common stock cast on the matter.

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 affiliates other than the Founder LLC. Each co-founder (or their affiliates) 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 the Class F common stock.

The voting power of the 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 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.

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. 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 its 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.

Jack Clark co-founded Anthropic in January 2021 and leads The Anthropic Institute, a think tank dedicated to producing research on the societal, economic, and misuse implications of frontier AI. 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.

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. 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 additional shares of our 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.

Decisions regarding our business and affairs are made by our board of directors. Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors.

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 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 properly 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 the 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 with respect to matters submitted to stockholders generally. The Founder LLC will be able to elect and remove the directors other than the Class T directors and determine the outcome of all matters submitted to a vote of our stockholders generally (including the approval of any merger, sale of our company, or other significant corporate transaction requiring stockholder approval) for the foreseeable future.

For more information about our governance structure, see the section sections titled Risk Factors Risks Related to our Governance Structure, Our Governance Structure and Its Goals, and Description of Capital Stock.

Management 19 changes

1 unchanged paragraph

The following table provides information regarding our executive officers and directors as of , 2026 Name Age Position(s) Electing Class(es) of Stock* Executive Officers Dario Amodei 43 Chief Executive Officer, Co-Founder, and Director Daniela Amodei 38 President, Co-Founder, and Director Krishna Rao 43 Chief Financial Officer Non-Employee Directors Reed Hastings 65 Director Christopher Liddell 68 Director Vas Narasimhan 49 Director Yasmin Razavi 37 Director __________________ * 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

The following table provides information regarding our executive officers and directors as of May 31, 2026 Name Age Position(s) Executive Officers Dario Amodei 43 Chief Executive Officer, Co-Founder, and Director Daniela Amodei 38 President, Co-Founder, and Director Krishna Rao 43 Chief Financial Officer Non-Employee Directors Reed Hastings 65 Director Christopher Liddell 68 Director Vas Narasimhan 49 Director Yasmin Razavi 37 Director . (1) Member of our audit committee (2) Member of our nominating and corporate governance committee (3) Member of our compensation committee Executive Officers Dario Amodei . Mr. 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, Mr. 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, Mr. Dr. Amodei served as a Senior Research Scientist at Google Brain, an AI research team at Google, from October 2015 to June 2016. and as a Research Scientist in the AI division of Baidu, a Chinese technology company, from November 2014 to October 2015. Mr. Dr. Amodei completed a postdoctoral fellowship at Stanford University School of Medicine. from December 2011 to December 2014. Mr. Dr. Amodei holds a Ph.D. in Biophysics from Princeton University and a B.S. in Physics from Stanford University. We believe that Mr. 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.

1 unchanged paragraph

Krishna Rao . Mr. Rao has served as our Chief Financial Officer since May 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 May 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 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.

9 unchanged paragraphs

Decisions regarding our business and affairs are made by our board of directors. The LTBT has significant influence over our board of directors through its ability to elect and remove certain members of our board of directors however, neither the LTBT nor the Trustees have decision 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 Company Purpose and to support our management s decision-making through advice and guidance.

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 Mr. 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 Trustees LTBT as the holders 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 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 , , , and .

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 .

For additional information, see the sections titled Description of Capital Stock and Our Governance Structure and Its Goals.

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 to serve as Lead Independent Director. As Lead Independent Director, 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 the board of directors can operate independently of management where appropriate, including with respect to performance evaluation and compensation matters.

3 unchanged paragraphs

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. an NGC. 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 until as otherwise determined by our board of directors.

6 unchanged paragraphs

Following the completion of this offering, our nominating and corporate governance committee NGC will consist of , with serving as Chairperson. will meet the requirements for independence under the listing standards of the . We believe that the composition and functioning of our nominating and corporate governance committee 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 nominating and corporate governance committee NGC will, among other things identify, evaluate, and select, or make recommendations to our board of directors regarding, certain nominees for election to our board of directors and its committees evaluate the performance of our board of directors and of individual directors consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees review developments in corporate governance practices evaluate the adequacy of our corporate governance practices and reporting and develop and make recommendations to our board of directors regarding corporate governance guidelines and matters.

In connection with our novel corporate governance structure, the NGC will also have the right to receive 30 days prior written notice of any change in the persons nominated to serve as directors by the LTBT or the Founder LLC or the proposed removal of such directors, as well as changes in the Trustees of the LTBT. The NGC may waive such notice period in its discretion. With respect to one of the Class T director seats, the LTBT s ability to nominate or remove that director is subject to the concurrence of the NGC. If the NGC does not concur with such nomination or removal within 15 days of receiving notice, the matter will be submitted to a vote of the holders of our Class common stock. The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Our nominating and corporate governance committee 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 .

3 unchanged paragraphs

Mr. Hastings, Ms. Razavi, and our employee directors, Mr. 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 Mr. Dr. Amodei and Ms. Amodei as employees is set forth in the section titled Executive Compensation Summary Compensation Table.

6 unchanged paragraphs

Executive compensation 15 changes

10 unchanged paragraphs

In determining compensation for our senior leaders, we distinguish between our seven co-founders (among whom only Mr. 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.

2 unchanged paragraphs

Internal Parity. We take internal parity into account when determining executive compensation. As co-founders, Mr. 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 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.

29 unchanged paragraphs

From January 1, 2025 to June 15, 2025, the annual base salary for each of Mr. Dr. Amodei and Ms. Amodei was $600,000. Effective June 16, 2025, the annual base salary for each of Mr. 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.

3 unchanged paragraphs

On June 12, 2025, our board of directors granted 171,700 RSUs ( 2025 RSUs ) and 99,250 options ( 2025 Options ) to each of Mr. 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.

3 unchanged paragraphs

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. Mr. 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 we do not cover, reimburse, or otherwise gross-up any income tax due from any applicable executive on such compensation.

2 unchanged paragraphs

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 Mr. 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 Mr. 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 Mr. 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 Mr. 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 Mr. Dr. Amodei, the use of private aircraft for both business and personal travel.

Given the importance of the roles of Mr. 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.

19 unchanged paragraphs

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 Standard 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.

2 unchanged paragraphs

(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 Mr. Dr. Amodei s private air travel for personal use as required by Mr. Dr. Amodei s overall security program, including the minimal incremental costs for Mr. 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 Mr. 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 Mr. Dr. Amodei did not participate in that program, he used the Valuation Report for tax reporting related to his separate charitable giving.

3 unchanged paragraphs

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 99,250 23.75 4,028,558 6 12 2025 171,700 9,264,932 Daniela Amodei 6 12 2025 99,250 23.75 4,028,558 6 12 2025 171,700 9,264,932 Krishna Rao __________________ (1) All awards were granted pursuant to the 2021 Plan, the terms of which are described below under the section titled Equity Plans Amended & Restated 2021 Stock Plan.

(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.

2 unchanged paragraphs

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 90,979 (3) 8,271 23.75 6 11 2035 171,700 (5) 6 12 2025 30,317,069 Daniela Amodei 6 12 2025 90,979 (3) 8,271 23.75 6 11 2035 171,700 (5) 6 12 2025 30,317,069 Krishna Rao 5 31 2024 575,635 (4) 816,667 12.99 5 30 2034 __________________ (1) All awards were granted pursuant to the 2021 Plan, the terms of which are described below under the section titled Equity Plans Amended & Restated 2021 Stock Plan.

10 unchanged paragraphs

For additional information regarding the terms of the Rao Offer Letter, please refer to the section titled Executive Employment Agreements.

1 unchanged paragraph

Mr. Rao is currently 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 are currently eligible to receive severance benefits.

22 unchanged paragraphs

Certain relationships and related person transactions 5 changes

2 unchanged paragraphs

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) 227,330 747,016 $ 133,899,530 439,999,521 Bodhi LLC (2) 16,977 $ 9,999,614 __________________ (1) Shares purchased by Spark Capital Growth Fund VI, L.P. (the Spark VI entity ), which is an affiliate of 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 the each of Spark Capital Growth Fund VI, entity. 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.

16 unchanged paragraphs

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 have 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 stockholders. Neither of the DAFs hold holds 5% or more of the outstanding shares of any class of our voting securities.

2 unchanged paragraphs

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 $ , $ , and $ , respectively, 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).

14 unchanged paragraphs

Principal stockholders 13 changes

3 unchanged paragraphs

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 our initial public offering and one share of our Class F common stock issued to the Founder LLC in connection with our initial public offering, and shares of our Class A common stock, shares of our N-Class common stock, and 1,000 shares 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 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of (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.

1 unchanged paragraph

Name of Beneficial Owner Number of Shares

Shares Beneficially Owned

Percentage Class A Class F Class T % of Shares Beneficially Owned Percentage Total Outstanding % of Total Voting Power Name of Beneficial Owner # % # % # % Before Offering After the Offering Before the Offering After the Offering Named Executive Officers and Directors Dario Amodei (1) Shares subject to voting proxies (2) Total Daniela Amodei (3) Krishna Rao (4) Reed Hastings (5) Christopher Liddell (6) Vas Narasimhan (7) Yasmin Razavi (8) All executive officers and directors as a group (7 persons) (9) Greater than 5% Stockholders Long-Term Benefit Trust (10) Founder LLC (11) __________________ * 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 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, or our N-Class 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. Our Class A common stock is entitled to one vote per share. 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 as of the applicable record date with respect to matters submitted to a vote of stockholders generally.

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 Dr. Amodei and Ms. Amodei, the voting power percentage provided does not include the voting power of the 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 affiliates. Each co-founder (or their affiliates) 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 the Class F common stock. For more information, please see the sections titled Our Governance Structure and Its Goals Founder Voting Structure and Description of Capital Stock Common Stock Voting Rights.

(1) Consists of (i) shares of Class A common stock held of record by Mr. Dr. Amodei or by trusts over which Mr. Dr. Amodei exercises investment or voting control, (ii) shares of Class A common stock subject to stock options exercisable within 60 days of , and (iii) 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 .

(2) Mr. Dr. Amodei has entered into the Voting Proxy Agreements with the DAFs (as further described elsewhere in this prospectus), pursuant to which Mr. 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.

1 unchanged paragraph

(4) Consists of (i) shares of our Class A common stock held of record by Mr. Rao or by a trust over which Mr. Rao exercises investment or voting control and (ii) shares of Class A common stock subject to stock options exercisable within 60 days of .

2 unchanged paragraphs

(7) Consists of (i) shares of Class A common stock held of record by Bodhi LLC over which Dr. Narasimhan exercises sole investment and voting control and (ii) 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 .

(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 Holdings 2026, LLC and Spark Capital Growth Fund VI, 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. 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.

1 unchanged paragraph

(10) Consists of 1,000 shares 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.

Description of the securities 32 changes

We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

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 of the LTBT, the Founder LLC Agreement, and the IRA, 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 shares of capital stock, $0.00001 par value per share, of which shares are designated as Class A common stock (the Class A common stock ) shares are designated as N-Class common stock (the N-Class common stock ) shares are 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 ) and shares are designated as preferred stock.

As of , assuming the Preferred Stock Conversion, and Convertible Notes Conversion and issuance of Class F common stock to the Founder LLC occurred as of such date, there were shares of our Class A common stock outstanding, held by stockholders of record, shares of our N-Class common stock outstanding, held by stockholders of record, 1,000 shares 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 preferred stock outstanding.

We have three classes of authorized common stock

We have one class of capital stock designated common stock and another class of capital stock designated Class T common stock. the class of capital stock designated as Common Stock, which is divided into two series designated Class A common stock and N-Class common stock the rights of the holders of Class A T common stock, and N-Class common which is a special class of stock are identical, except with respect that is issued to voting. Our the LTBT and the Class T F common stock, which is a special class of stock that is will be issued to our LTBT and has no economic rights in the company. Founder LLC.

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. .

N-Class common stock . Holders of our N-Class 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 the N-Class common stock without so adversely affecting the 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 certain members a majority of our board of directors 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 the 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 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. The Class F common stock will be voted in the manner provided by the Founder LLC Agreement. The Class F common stock will generally be voted in the manner determined by a majority of the Continuing Founders, with each of the Continuing Founders having one vote. If a majority of the Continuing Founders cannot agree on how the Class F common stock will be voted, then the Class F common stock will generally be voted proportionately with the votes of the Class A common stock cast on the matter (in the case of a matter submitted to a vote at a meeting of our stockholders) or else no consent will be delivered with respect to the Class F common stock (in the case of a matter subject to action by written consent). With respect to amendments to our amended and restated certificate of incorporation that would affect the powers, preferences, or special rights of only the Class F common stock, the Class F common stock will be voted in the manner determined by a supermajority of the Continuing Founders, and if a supermajority of the Continuing Founders cannot agree on how the Class F common stock will be voted with respect to such amendment, then the Class F common stock will be voted against the amendment.

Conversion and Transferability

Class A common stock . The 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, the Class A common stock can be transferred.

N-Class common stock . The initial holders of our N-Class 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, the N-Class common stock can be transferred. The shares of N-Class common stock will automatically convert into an equal number of shares of Class A common stock upon (i) an open market sale or (ii) a transfer to a third party (A) that is not a holder of N-Class common stock (or an affiliate of a holder of N-Class common stock) and (B) that will not beneficially own or control more than % of the shares of any class or series of our equity securities after giving effect to the transfer.

Class T common stock . .

Class F common stock . .

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 N-Class 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 is and Class F common stock are not entitled to receive dividends. See the section titled Dividend Policy for more information.

3 unchanged paragraphs

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 N-Class 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, on any outstanding shares of preferred our capital stock. In the event of our liquidation, dissolution, or winding-up, holders of our Class T common stock and Class F common stock shall not be entitled to any distribution of assets.

5 unchanged paragraphs

After the completion of this offering, certain holders of our Class A common stock (including those issuable upon conversion of our N-Class 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 Infrastructure Partner (the Infrastructure Partner RRA ) that we entered into in connection with note purchase agreements with those parties, which provide Google and Infrastructure Partner with registration rights separate from the registration rights under our IRA, as described below under Registration Rights of Google and Registration Rights of Infrastructure Partner. 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. We expect that our stockholders will waive their The registration rights under our IRA (x) described in this section do not entitle any holder to receive notice of, this offering and (y) or to include their registrable shares in, this offering.

1 unchanged paragraph

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 N-Class 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 our initial public this offering, ending on a date 180 days following the effective date of such related 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.

1 unchanged paragraph

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 N-Class 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 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.

1 unchanged paragraph

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 N-Class 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 Infrastructure Partner

We entered into the Infrastructure Partner RRA in June 2026 in connection with our Infrastructure Partner 2026 NPA, pursuant to which we may issue convertible promissory notes to Infrastructure Partner. Registrable shares under the Infrastructure Partner RRA generally consist of the shares of our Class A common stock issuable upon conversion of the N-Class 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 Infrastructure Partner s registrable shares, and to keep it effective and effect takedowns at Infrastructure Partner s request for so long as Infrastructure Partner holds registrable shares. Infrastructure Partner 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 Infrastructure Partner is selling all of its remaining registrable shares), and piggyback registration rights subject to exceptions substantially similar to those described above with respect to our IRA. Infrastructure Partner 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 Infrastructure Partner are excluded. If we grant registration rights to other securityholders, or amend their existing registration rights, on terms more favorable than those provided to Infrastructure Partner, we must offer to amend Infrastructure Partner s rights to be at least as favorable, and Infrastructure Partner 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 Infrastructure Partner 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.

2 unchanged paragraphs

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw 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.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw 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 Advance Notice Requirements for Stockholder Proposals and Director Nominations Our amended and restated bylaws will provide advance notice procedures for stockholders 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. Our NGC will also have the right to receive 30 days prior written notice of any change in the persons nominated to serve as directors by the LTBT or the Founder LLC or the proposed removal of such directors, as well as changes in the Trustees of the LTBT. The 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.

3 unchanged paragraphs

Amendments to our amended and restated certificate of incorporation will require the approval of the holders of at least of the voting power of our then outstanding capital stock. Additionally, certain amendments of our amended and restated certificate of incorporation will require the approval of the holders of our Class T common stock or Class F common stock. Our amended and restated bylaws will provide that the approval of stockholders holding at least of the voting power of our then outstanding capital stock is required for stockholders to amend any provision of our bylaws.

2 unchanged paragraphs

Our amended and restated bylaws 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 directors, stockholders, officers, or other employees, (iii) any action arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws (as either may be amended from time to time), or (iv) 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). Nothing in Our amended and restated bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court, subject to applicable law. 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 be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Securities Act against any person in connection with any offering of our securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant. Unless we consent in writing to the selection of an alternative forum, any derivative action or proceeding brought under the Exchange Act must, to the fullest extent permitted by applicable law, be brought in the federal district court for the District of Delaware. 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.

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.

The Class F common stock will be held by the Founder LLC. The 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 will be admitted to the Founder LLC as a Continuing Founder for a specified period of time. Each Continuing Founder will be entitled to one vote when determining how the Class F common stock will be voted. If a majority of the Continuing Founders cannot agree on how the Class F common stock will be voted, then the Class F common stock will generally be voted proportionately with the votes of the Class A common stock cast on the matter. With respect to amendments to our amended and restated certificate of incorporation that would affect the powers, preferences, or special rights of only the Class F common stock, the Class F common stock will be voted in the manner determined by a supermajority of the Continuing Founders, and if a supermajority of the Continuing Founders cannot agree on how the Class F common stock will be voted with respect to such amendment, then the Class F common stock will be voted against the applicable matter.

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 affiliates other than the Founder LLC. Each co-founder (or their affiliates) 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 the Class F common stock.

5 unchanged paragraphs

Shares eligible for future sale 7 changes

1 unchanged paragraph

Following the completion of this offering, based on the number of shares of our capital stock outstanding as of and assuming the Preferred Stock Conversion, and Convertible Notes Conversion, and Class F Stock Issuance occurred as of , we will have a total of shares of our Class A common stock, shares of our N-Class common stock, and 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding. Of these outstanding shares, all shares of our Class A common stock sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our Class A common stock (including shares issued upon conversion of our N-Class common stock) will be, and shares underlying outstanding RSUs, and shares subject to stock options will be upon issuance, deemed restricted securities as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. As a result of the lock-up and market standoff agreements described below and the provisions of our IRA described in the section titled Description of Capital Stock Registration Rights, and subject to the provisions of Rule 144 or Rule 701, shares of our Class A common stock (including shares issued upon conversion of our N-Class common stock) will be available for sale in the public market as follows beginning on the date of this prospectus, all shares of our Class A common stock sold in this offering will be immediately available for sale in the public market and beginning days after the date of this prospectus (subject to the terms of the lock-up and market standoff agreements described below) additional shares will become eligible for sale in the public market, of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below.

3 unchanged paragraphs

N-Class Common Stock

Shares of our N-Class common stock are not listed on a stock exchange and are not registered under the Securities Act. Shares of our N-Class 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 N-Class common stock.

Following the completion of this offering, shares of N-Class common stock will consist of shares, representing shares outstanding as of 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 shares issuable in connection with (i) the conversion of any convertible promissory notes that may be issued prior to the completion of this offering or (ii) certain contractual rights to private placements concurrent with this offering.

For a description of the conversion mechanics of the outstanding notes and the rights to future issuances of notes and N-Class 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 N-Class 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.

7 unchanged paragraphs

Material u.s. federal income tax consequences to non-u.s. holders of our class a common stock 1 change

6 unchanged paragraphs

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.

14 unchanged paragraphs

Plan of distribution 2 changes

18 unchanged paragraphs

In relation to each Member State of the European Economic Area (each, a Member State ), no shares of our Class A common stock have been offered or will be offered pursuant to this offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation (as defined herein), below), except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation (a) to any legal entity 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.

2 unchanged paragraphs

No shares of our Class A common stock have been offered or will be offered pursuant to the offering to the public in the UK prior to the publication of a prospectus in relation to shares of our Class A common stock which has been approved by the Financial Conduct Authority, except that shares of our Class A common stock may be offered to the public in the UK at any time (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation (as defined herein) below) (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer or (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 ( FSMA ) provided that no such offer of shares of our Class A common stock shall require any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

24 unchanged paragraphs

Legal matters 1 change

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.

Change in independent accountant 1 change

5 unchanged paragraphs

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.

Notes to the financial statements 6 changes

45 unchanged paragraphs

Consolidated Balance Sheets (continued)

(In millions, except share and per share data)

Stockholders deficit

Voting common stock, $0.00001 par value 631,970,450 and 816,275,737 shares authorized as of December 31, 2024 and 2025, respectively 177,906,026 and 190,126,663 shares issued and outstanding as of December 31, 2024 and 2025, respectively N-Class common stock, $0.00001 par value 214,890,040 and 554,724,263 shares authorized as of December 31, 2024 and 2025, respectively no shares issued and outstanding as of December 31, 2024 and 2025, respectively Class T common stock, $0.00001 par value 1,000 shares authorized and issued as of December 31, 2024 and 2025, respectively Additional paid-in capital 239 1,644 Accumulated other comprehensive income Accumulated deficit (10,040) (52,154) Total stockholders deficit (9,801) (50,505) Total liabilities, redeemable convertible preferred stock, and stockholders deficit $ 7,752 $ 24,661 The accompanying notes are an integral part of these consolidated financial statements.

Liabilities, Redeemable Convertible Preferred Stock, and Stockholders Deficit Current liabilities Accounts payable, accrued expenses, and other current liabilities $ 333 $ 2,511 Lease liabilities, current 13 37 Deferred revenue 28 269 Total current liabilities 374 2,817 Lease liabilities, noncurrent 39 80 Convertible notes payable 14,116 41,677 Derivative liability Other noncurrent liabilities Total liabilities 14,679 45,397 Commitments and contingencies (Note 13) Redeemable convertible preferred stock, $0.00001 par value 360,995,408 and 728,288,508 shares authorized as of December 31, 2024 and 2025, respectively 220,219,445 and 544,322,155 issued and outstanding as of December 31, 2024 and 2025, respectively aggregate liquidation preference of $2,874 and $24,646 as of December 31, 2024 and 2025, respectively 2,874 29,769 Anthropic, PBC Consolidated Balance Sheets (continued) (In millions, except share and per share data) As of December 31, 2024 2025 Stockholders deficit Voting common stock, $0.00001 par value 631,970,450 and 816,275,737 shares authorized as of December 31, 2024 and 2025, respectively 177,906,026 and 190,126,663 shares issued and outstanding as of December 31, 2024 and 2025, respectively N-Class common stock, $0.00001 par value 214,890,040 and 554,724,263 shares authorized as of December 31, 2024 and 2025, respectively no shares issued and outstanding as of December 31, 2024 and 2025, respectively Class T common stock, $0.00001 par value 1,000 shares authorized and issued as of December 31, 2024 and 2025, respectively Additional paid-in capital 239 1,644 Accumulated other comprehensive income Accumulated deficit (10,040) (52,154) Total stockholders deficit (9,801) (50,505) Total liabilities, redeemable convertible preferred stock, and stockholders deficit $ 7,752 $ 24,661 The accompanying notes are an integral part of these consolidated financial statements.

22 unchanged paragraphs

Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation expense 29 192 1,158 Depreciation and amortization 1 6 23 Non-cash lease expense 2 15 17 Change in fair value of convertible notes, derivative liabilities, and SAFEs 1,045 5,434 34,308 Allowance for credit losses 5 20 Accretion of discount on short-term investments, net (15) Donation matching program liability 541 Other 2 6 Changes in operating assets and liabilities Accounts receivable, net (10) (90) (834) Prepaid hosting services (1,250) (3,140) 1,867 Prepaid expenses and other current assets (3) (30) (72) Other assets (20) (24) Accounts payable, accrued expenses, and other current liabilities 84 222 1,629 Lease liabilities (1) 13 Deferred revenue 7 21 241 Other noncurrent liabilities 450 Net cash used in operating activities (1,627) (5,692) (2,637) Cash flows from investing activities Purchases of property and equipment (2) (15) (131) Purchases of intangible assets (7) (29) Payments for leased assets prior to lease commencement (54) Purchases of short-term investments (3,082) Sales and maturities of short-term investments 213 Business acquisition, net of cash acquired and other 6 Net cash used in investing activities (2) (22) (3,077) Cash flows from financing activities Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs 445 1,188 16,548 Issuance of convertible notes for cash 1,750 6,050 3,450 Proceeds from issuance of common stock 3 10 111 Repurchase of common stock (149) Issuance of SAFEs for cash 122 Net cash provided by financing activities 2,320 7,248 19,960 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1 Net increase in cash, cash equivalents, and restricted cash 691 1,534 14,247 Cash, cash equivalents, and restricted cash at beginning of year 929 1,620 3,154 Cash, cash equivalents, and restricted cash at end of year $ 1,620 $ 3,154 $ 17,401 The accompanying notes are an integral part of these consolidated financial statements.

Note 2: Revenue 1 change

The following table presents revenue by geographical region, determined by the billing address of the customer (in millions) Year Ended December 31, 2023 2024 2025 United States $ 34 $ 263 $ 3,362 International 7 123 1,223 Total $ 41 $ 386 $ 4,585 The following table presents consumption-based and subscription-based revenue (in millions) Year Ended December 31, 2023 2024 2025 Consumption-based $ 39 $ 288 $ 3,796 Subscription-based 2 98 789 Total $ 41 $ 386 $ 4,585 Deferred revenue Significant changes in the deferred revenue balance are as follows (in millions) Total Balances at 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 Balances at December 31, 2024 Revenue recognized from deferred revenue at the beginning of the period (28) Amounts billed or received in advance and not recognized as revenue Balances at December 31, 2025 $ 269 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. Remaining performance obligations amounted to $2.1 billion as of December 31, 2025. The Company expects to recognize approximately 75% of this amount as revenue over the next twelve 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. Anthropic, PBC

Recent Sales of Unregistered Securities 3 changes

4 unchanged paragraphs

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 $ , $45,729,447,703, 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 $ , (iii) shares of our Series H-3 non-voting redeemable convertible preferred stock to accredited investors upon conversion of our convertible promissory notes at a purchase price of $20.9280 per share, for an aggregate purchase price of $ , and (iv) shares of our Series H-4 non-voting redeemable convertible preferred stock to accredited investors upon conversion of our convertible promissory notes at a purchase price of $50.4779 per share, for an aggregate purchase price of $ . $19,502,275,947.

3 unchanged paragraphs

From 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 shares of our Class A II-3 common stock under our equity compensation plans at exercise prices ranging from approximately $ to $ per share.

From through the filing date of this registration statement, we issued to our directors, officers, employees, consultants, and other service providers an aggregate of shares of our Class A common stock II-3 upon the exercise of options under our equity compensation plans at exercise prices ranging from approximately $ to $ per share, for a weighted-average exercise price of $ .

4 unchanged paragraphs

Exhibits 8 changes

8 unchanged paragraphs

4.4* Note Purchase Agreement between the registrant and Google LLC, , dated as of March 31, 2026, including form of Registration Rights Agreement.

4.5* Note Purchase Agreement between the registrant and Google LLC, dated as of March 31, 2026, including form of Registration Rights Agreement.

4.6* Limited Liability Company Agreement of Founder LLC.

1 unchanged paragraph

9.1* Anthropic Long-Term Benefit Trust Amended and Restated Trust Agreement.

9 unchanged paragraphs

10.11* Master Equipment Lease Agreement between AI Infrastructure OpCo, LLC, a wholly owned subsidiary of the registrant, and Broadcom, Inc., dated as of August 13, 2025, as amended.

10.10* 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.

10.11* Irrevocable Proxy Agreement between the registrant, Daffy Charitable Fund, and the registrant s Chief Executive Officer, dated as of October 6, 2025.

10.12* Irrevocable Proxy Agreement between the registrant, Dechomai Asset Trust, and the registrant s Chief Executive Officer, dated as of December 20, 2024.

21 unchanged paragraphs