Anthropic, PBC: DRS filing (amended)

Cover page 21 changes

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As confidentially submitted to the Securities and Exchange Commission on August 10, September 3, 2026.

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Pursuant to the guidance of the Staff of the Securities and Exchange Commission, we are omitting our unaudited consolidated financial statements as of March 31, 2026 and for the three months ended March 31,

2025 and 2026 because they relate to historical periods that we believe will not be required to be included in the prospectus at the time of the contemplated offering. We intend to amend the registration statement to include all financial information required by Regulation S-X at the date of such amendment before publicly filing the registration statement.

CONFIDENTIAL TREATMENT REQUESTED BY ANTHROPIC, PBC

PURSUANT TO 17 C.F.R. SECTION 200.83

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion. Dated .

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E common stock, which will be issued to our employees, excluding our co-founders. The Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized Class A common stock and 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 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

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to apply have applied to list our Class A common stock on the under the symbol . Nasdaq Global

Select Market under the symbol ANT.

We have a novel capital and corporate governance structure. We are incorporated as a public benefit corporation under Delaware law, a structure consistent with our commitment to artificial intelligence ( AI ) safety and responsibility. As a public benefit corporation, we are required to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit purpose identified in our amended and restated certificate of incorporation the responsible development and maintenance of advanced AI for the long-term benefit of humanity. We created our Long-Term Benefit Trust (the LTBT ) to help ensure that Anthropic, PBC is managed in a manner that properly responsibly balances its goals as a public benefit corporation. The LTBT is intended to operate as an independent body of financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect and remove the

Class T directors, who together will constitute a majority of the authorized members of our board of directors. The Class T common stock does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights.

Immediately prior to the completion of this offering, we will also issue a single share of Class F common stock, a special class of our common stock, to a limited liability company organized by our co-founders (the Founder LLC ). Dario Amodei, our Chief Executive

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. 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 organized by our co-founders (the Founder LLC ). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of our board of directors, and together with our five other co-founders, will initially be the sole members of the Founder LLC. The Class F common stock, , which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. The Class F common stock will not have any economic rights. Upon the completion of this offering, we will also authorize a special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. The Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third party. 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.

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

Governance Structure, See the sections titled Our Governance Structure and Its Goals, Management, and Description of Capital Stock for more additional information.

See the section titled Risk Factors beginning on page 22 24 to read about factors you should consider before buying shares of our Class A common stock.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion. Dated .

Goldman Sachs & Co. LLC

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Select defined terms 3 changes

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CSP refers to a cloud services provider, a technology company that owns and operates large-scale cloud computing infrastructure and provides on-demand compute, storage, and networking. CSPs may also serve as distribution channels for AI products and services offered by third-party software developers. The largest CSPs, sometimes referred to as hyperscalers, operate at global scale with significant infrastructure and market concentration.

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CSP refers to a cloud services provider, a technology company that owns and operates large-scale cloud computing infrastructure and provides on-demand compute, storage, and networking. CSPs may also serve as distribution channels through which AI products and services are made available to customers. The largest CSPs, sometimes referred to as hyperscalers, operate at global scale with significant infrastructure and market concentration.

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We calculate Net Revenue Retention by dividing the Qualified Customers Current Period revenue by their Base Period revenue. A Qualified Customer is a customer with at least $1 of revenue during the Base Period, and excludes excluding subscribers to our Claude Pro and Max subscribers, as plans, whose fixed-price subscriptions do not reflect the intent behind expansion and contraction behavior this metric is intended to capture. expansion, contraction, and churn behavior from enterprise customers. The Base Period is the three months ending a year prior to the measurement date. The Current Period is the three months ending as of the measurement date.

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Prospectus summary 47 changes

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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 referen ces to our common stock refer to our Class A common stock, N-Class Class N common stock, and Class F common stock (and, where the context requires, our Class T common stock and our Class E common stock).

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Anthropic was founded in 2021 by a team of researchers responsible for man y of the breakthroughs that define AI. We are first and foremost a research lab our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity. This mission directs our focus and, together with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, forms the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ for the three months ended . This rapid and growing adoption generates two self- reinforcing dynamics an improvement loop that advances Claude and an investment loop that helps fund our continued research in frontier AI.

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Our Approach to Compute . We procure compute as a single, fungible pool from multiple strategic partners, and we dynamically direct available compute between workloads based on where the marginal unit is expected to be most productive at any given time. We believe that this approach to compute enables us to deliver superior models, serve more customers, and achieve greater productivity from our compute investment. This compute efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model development, meet growing demand from customers, and provide for internal usage of Claude. We have achieved this through our research breakthroughs and our multi-chip compute architecture across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for price and performance . With this efficiency, and To support our research, model development, customer demand, and internal usage of Claude, we have committed continue to spend invest at least $ in aggregate on compute scale. As of , including $ in 2026, $ in 2027, we have entered into purchase and lease agreements with an aggregate committed spend of $ in 2028, , substantially all of which is related to compute and infrastructure, and we expect these commitments will continue to increase. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations for more information.

Enterprise Strategy. Our enterprise strategy is built on the belief that frontier AI is most valuable in real-world settings, as deployment across enterprises is where economic impact is greatest and where the improvement loops from customer feedback are richest. Accordingly, we have organized our research priorities, our product roadmap, and our go-to-market and Applied AI teams around enterprise use cases, which range from routine knowledge work to the most complex problems. The customer feedback we gather directs our research focus and makes Claude more capable over time. This broadens where Claude can be deployed and further expands enterprise adoption, which helps ensure that the benefits of our AI reach people and organizations at scale.

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Our Near-Term Opportunity is to Transform Cognitive Work

Frontier AI is transforming cognitive work the application of knowledge, reasoning, and judgment to produce economic value. We believe it will make humans far more capable and expand the world s overall capacity for that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are the leading edge of this opportunity. As frontier AI advances, more capable models can unlock entirely new use cases while also efficiently serving a wide range of cognitive work at scale across the capability-cost-speed curve. We believe the work that knowledge workers perform represented more than $40 trillion in annual 1 See the section titled Industry, Market, and Other Data for a description of how we calculate annual economic value attributable to knowledge workers globally.

2 IDC, The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026. Reflects the annual value created across AI solutions and services, investments in the AI infrastructure supply chain, and enhancements in enterprise productivity and efficiency unlocked by AI.

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

economic value globally in 2025, 1 and with frontier AI s potential to make them meaningfully more productive, our near-term opportunity is to expand this value and accelerate economic growth. While it is still early to forecast frontier AI s full impact across the economy, IDC estimates that investment in AI solutions and services will yield a cumulative global economic impact of $22.5 trillion by 2031. 2 We believe the impact could be even greater.

Frontier AI May Reshape Entire Sectors and Accelerate Novel Discoveries We believe frontier AI represents a larger opportunity than any prior technology cycle, and Claude is already demonstrating this potential. Claude can now execute complex projects autonomously and turn open ended tasks into finished, high-quality deliverables. These capabilities enable it to transform the largest sectors of the economy, driving meaningful gains in productivity and output. Frontier AI s capabilities may extend beyond current markets to open entirely new ones, reaching domains such as robotics, advanced manufacturing, and logistics, and accelerating progress in scientific research, including drug discovery and materials science.

Ultimately, we believe frontier AI will help drive global GDP growth. As frontier AI makes workers and organizations more productive, becomes embedded in the products and services they deliver, and unlocks new business models, it creates economic output that did not previously exist. We believe our opportunity is to capture a share not only of today s economic activity but also of that newly created output as the global economy expands.

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We believe we have reached an inflection point where AI systems can function as genuine collaborators in professional work. They quickly complete substantive tasks that might otherwise occupy a skilled professional for several hours, a full day, or longer. AI systems are also becoming increasingly capable of performing tasks that were previously too difficult or costly to complete or surfacing original insights and analyses. We refer to these AI systems that work alongside humans to perform complex, multi-step work at professional levels as 1 IDC, Worldwide Developer Population Growth Forecast, 2025 2029, doc # US53789825, September 2025.

We believe we have reached an inflection point where AI systems can function as genuine collaborators in professional work. They quickly complete substantive tasks that might otherwise occupy a skilled professional for several hours, a full day, or longer. AI systems are also becoming increasingly capable of performing tasks that were previously too difficult or costly to complete or surfacing original insights and analyses. We refer to these AI systems that work alongside humans to perform complex, multi-step work at professional levels as Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context needed to function accurately and reliably. They can navigate and use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be embedded where work gets done, and our aim is to continue extending them to knowledge workers globally, a population that is estimated to exceed one billion in 2028. 1 3 Claude Code. The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market s understanding of what an AI system could do alongside a software developer it not only suggests the next line of code, but also plans, writes, tests, and debugs all the way to production-grade code that is ready to ship. Within months of its release, autonomous coding became the reference point for measuring the progress of frontier AI. For enterprise AI use cases, we believe the launch of Claude Code was comparable in its impact to the introduction of the first widely adopted conversational AI assistants. What makes Claude Code a Virtual Collaborator is its sustained reasoning, a harness that translates intent into actions, a sandboxed virtual environment that maintains a persistent state, integration with existing tools and systems, and a user-friendly interface. Its uses are highly varied and often surprising for example, NASA engineers used Claude Code to plan, write, and execute navigation commands for the Mars Perseverance rover, resulting in the first AI- planned drive on Mars.

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Each generation of Claude models has expanded along multiple dimensions the depth and rigor of their reasoning, the duration and autonomy of the work they can sustain, the complexity of tasks they can complete, and the volume of useful output they can produce. Capability evaluations and benchmarking have shown substantial improvements across Claude model versions in the duration and complexity of tasks that can be completed reliably, with more recent model versions demonstrating particularly significant advances. We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks, and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately, millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or collaborating seamlessly on a shared objective. The result is something without historical precedent what we refer to as a country of geniuses in a data center, available to every organization and sector of the economy.

We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks, and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately, millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or collaborating seamlessly to achieve a shared objective. The result is something without historical precedent what we refer to as a country of geniuses in a data center, available to every organization and sector of the economy.

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The speed and depth of our enterprise customer adoption are powerful evidence of Claude s position at the frontier of AI. Our customer base as of includes Over customers with $100,000 or more of revenue on a TTM basis Over customers with $1 million or more of revenue on a TTM basis Over and customers with $10 million or more of revenue on a TTM basis. and of the Fortune 500, of the Fortune 10, and of the Global 2000.

We believe customers choose Claude for a wide variety of use cases, from routine knowledge work to solve their biggest most important problems. They come to us for access to frontier AI across our platform and applications that deliver real-world outcomes. We see this conviction in customer behavior enterprises consistently utilize our latest and most capable models as soon as they are released, gravitating to the most advanced option for their highest-value highest- value work. Our customers see us as a long-term partner for both the frontier capabilities we offer today, and for the innovation they expect to see from us in the future, and for our ability to meet their needs across the capability-cost- speed curve.

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Compute Efficiency. . Our compute efficiency drives more intelligence from research and model development, and we believe this approach can support more customer and internal usage of Claude for the same amount of compute compared to other approaches. Our compute efficiency is demonstrated by revenue that grew % 1,368% year over year for the three months ended June 30, 2026 compared to compute and infrastructure expenses that grew % 300% during the same period.

Operating Efficiency . Our operating efficiency, derived from our high talent density, our efficient go- to-market, and how extensively our teams leverage Claude in their work, enables us to scale with a smaller team relative to other large enterprise technology companies. Our operating efficiency is demonstrated by Run-Rate TTM revenue per employee of $ as of , compared to $ as of .

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have enabled us to access capital and secure compute from investors and partners. As of , June 30, 2026, we have raised an aggregate of $ $141.1 billion of capital and have cash and cash equivalents of $ $112.4 billion and short- term investments of $19.3 billion .

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Claude is Accelerating Our Ability to Close the Loop

Claude itself has become one of the most powerful drivers of our progress each new version of a Claude model directly accelerates development of the next. Many aspects of the research, training, and testing of subsequent model generations now involve Claude, including running experiments, generating and processing training data, automating evaluations and safety audits, and writing and reviewing code. We refer to this recursive dynamic as closing the loop. A direct expression of this dynamic is our accelerating pace of producing compute multipliers algorithmic and methodological improvements in training and inference that increase the effective output of a given amount of compute. More capable models help our researchers discover these improvements faster in turn, more powerful compute multipliers enable us to train even more capable models and deploy them more efficiently.

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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.

As part of these initiatives, we will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic Public Benefit, LLC, our wholly owned subsidiary dedicated to the Company Purpose (as defined below), subject to stockholder approval (such issuance, the Initial Public Benefit Issuance ). Our board of directors has also approved a framework under which it may, in its discretion, contribute up to an additional % of our then- outstanding equity each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price (the Public Benefit Issuances ). In addition, our co- founders have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes. For additional information regarding these pledges, including related risks, see the section titled Risk Factors Risks Related to Ownership of our Class A Common Stock. Separate from the co-founders pledges, we also maintain a donation matching program through which employees can pledge a meaningful portion of their equity awards toward charitable giving, which we match with shares of our Class N common stock.

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In 2023, we implemented an innovative governance structure featuring the LTBT, which is designed to ensure that we are managed in a manner that properly responsibly balances our tripartite goals as a PBC the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose. The LTBT is intended to operate as an independent body of five financially disinterested voting trustees ( Trustees ) with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors. The Class T common stock does not otherwise have voting rights on matters submitted to stockholders generally.

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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 ).

Immediately prior to the completion of this offering, we will issue a single share of Class F common stock, a special class of our common stock, to a limited liability company of which our seven co-founders will initially be the sole members (the Founder LLC ).

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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. Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms a director may serve.

While the LTBT has significant influence over our board of directors through its ability to generally elect and remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company. The LTBT s role is to select directors who are well-equipped to make decisions in furtherance of the proper responsible balancing of the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose, and to support our management s decision-making through advice and guidance.

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Controlled Company Status

We are considered a controlled company within the meaning of the Nasdaq Global Select Market corporate governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the power to elect a majority of the authorized members of our board of directors. As such, we are permitted to opt out of compliance with certain Nasdaq Global Select Market corporate governance requirements. Accordingly, if we elect not to comply with certain requirements, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance requirements. Although we qualify as a controlled company, we do not expect to rely on this exemption except with respect to our nominating and corporate governance committee ( NGC ), which will not consist entirely of independent directors. Our board of directors currently consists of a majority of independent directors and our audit and compensation committees currently consist entirely of independent directors. See the sections titled Risk Factors Risks Related to our Governance Structure We are considered a controlled company within the meaning of the Nasdaq Global Select Market corporate governance requirements, and, as a result, we qualify for, and currently rely on, exemptions from certain corporate governance requirements, Our Governance Structure and Its Goals, Management, and Description of Capital Stock for additional information.

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The following table summarizes certain key terms of each class or series of our common stock that will be authorized following the completion of this offering Category of Rights Class A Common Stock N-Class Class N Common Stock Class T Common Stock Class F Common Stock Class E Common Stock Votes per share 50.1% of outstanding voting power on record date Matters on which entitled to vote All matters submitted to stockholders generally election of non-Class T directors certain amendments to the terms of the LTBT or the rights of the Class T common stock redemption of Class T common stock Not entitled to vote except as required by law, in which case the N-Class Class N common stock will have one vote per share Election of Class T directors, which constitute a majority of the our board of directors All matters submitted to stockholders generally election of non-Class T directors certain amendments to the terms of the LTBT or the rights of the Class T common stock redemption of Class T common stock Nomination, change in designation, or removal of the Specified Class T Director (only if the our NGC (defined below) does not concur in the LTBT s nomination, change in designation, or removal) certain amendments to the terms of the LTBT or the rights of the Class T common stock redemption of Class T common stock Conversion rights None.

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N-Class Class N common stock to be outstanding after

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Class E common stock to be outstanding after

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Class A, N-Class, Class N, Class T, Class E, and Class F common

common stock to be outstanding after this offering

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at this time. We also intend to use a portion of the net

proceeds to satisfy our anticipated tax withholding and

remittance obligations related to the settlement of certain

of our outstanding restricted stock units ( RSUs ). See the

at this time. See the section titled Use of Proceeds for more information.

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per share. Shares of our N-Class Class N common stock have no

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We are considered a controlled company within the

meaning of the Nasdaq Global Select Market corporate

governance requirements. See the sections titled Our

Governance Structure and Its Goals, Management, and

Description of Capital Stock for additional information.

Risk factors 179 changes

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The number of shares of our Class A common stock, N-Class Class N common stock, Class T common stock, and Class F common stock that will be outstanding after this offering is based on shares of our Class A common stock, shares of our N-Class Class N common stock, 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of , June 30, 2026, which reflects the automatic conversion of (i) all outstanding shares of our Series A, C-1, D-1, D-2, E-1, F-1, G-1, and H-1 redeemable convertible preferred stock into shares of Class A common stock and (ii) all outstanding shares of our Series B, C-2, D-3, E-2, E-3, E-4, E-5, F-2, G-2, G-3, G-4, H-2, H-3, and H-4 redeemable convertible preferred stock into shares of N-Class Class N common stock, immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation (collectively, the Preferred Stock Conversion ) one share of our Class F common stock that will be issued immediately prior to the completion of this offering to the Founder LLC (the Class F Stock Issuance ) and the conversion of $ in aggregate principal amount of our outstanding convertible promissory notes into shares of N-Class Class N common stock immediately prior to the completion of this offering, representing shares issuable to Amazon Web Services, Inc. upon the completion of this offering without causing it to exceed the applicable ownership cap (the the Initial Public Benefit Issuance and the net issuance of shares of Class A common stock subject to RSUs for which the service-based vesting condition was satisfied as of the date of this prospectus and the performance-based vesting condition will be satisfied upon the completion of this offering, after giving effect to the withholding of shares of Class A common stock subject to such RSUs to satisfy the associated estimated tax withholding and remittance obligations (based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on interest accrued through the Convertible Notes Conversion cover page of this prospectus, and an assumed % tax withholding rate) (the RSU Settlement ).

The shares of our Class A common stock, N-Class Class N common stock, Class T common stock, and Class F common stock outstanding as of June 30, 2026 exclude the following 179,706,605 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 , June 30, 2026, with a weighted-average exercise price of $ $28.89 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 , June 30, 2026, with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of , the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of shares of our Class A common stock issuable upon such date and (ii) the performance-based vesting and settlement condition, if applicable, will be satisfied upon the completion of RSUs that were granted after and this offering shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Amended and Restated Donation Matching Plan ( 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 , June 30, 2026, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our 2026 Employee Stock Purchase Plan ( ESPP ), which will become effective prior to the completion of this offering.

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Except as otherwise indicated, all information in this prospectus assumes the Preferred Stock Conversion will occur immediately prior to the completion of this offering the Convertible Notes Conversion will occur immediately prior to the completion of this offering the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the effectiveness of our amended and restated bylaws will each occur immediately prior to the completion of this offering the Class F Stock Issuance will occur immediately prior to the completion of this offering no issuance of shares of Class E common stock prior to the completion of this offering a -for-one forward split of our capital stock effected on , including a proportional increase in the authorized shares of our capital stock, with all share, option, RSU, and per share information for all periods presented in this prospectus adjusted to reflect such forward split on a retroactive basis no exercise of outstanding stock options or settlement of outstanding RSUs subsequent to June 30, 2026, other than the RSU Settlement and no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering.

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The following tables summarize our consolidated financial and other data. We have derived the summary consolidated statements of operations data for the years ended December 31, 2023, 2024, and 2025 and from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated balance sheet data as statements of operations data for the six months ended June 30, 2025 and 2026 from our audited unaudited interim consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace our consolidated financial statements and related notes and are qualified in their entirety by our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future The following summary consolidated financial and other data should be read in conjunction with our results for the section titled Management s Discussion and Analysis six months ended June 30, 2026 are not necessarily indicative of Financial Condition and the results of Operations and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. that may be expected for the full year ending December 31, 2026 or any other period.

The following summary consolidated financial and other data should be read in conjunction with the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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Six Months Ended June 30,

(in millions, except share and per share amounts)

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Other operating and administrative

Sales, marketing, and partnerships

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liabilities, and SAFEs

Total other expense, net

Change in fair value of convertible notes, derivative

notes, derivative liabilities, and

Other income (expense), net

Total other income (expense),

Loss before provision for income taxes

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Net loss per share attributable to common stockholders

Weighted-average number of shares outstanding, basic and

outstanding, basic and diluted

Pro forma net loss per share, basic and diluted (3)

Weighted-average number of shares outstanding used to

outstanding used to compute pro

compute pro forma net loss per share, basic and diluted (3)

(1) During the years ended December 31, 2023, 2024, and 2025, we recorded Includes stock-based compensation expense of $29 million , $192 million , and $1.2 billion , for the years ended December 31, 2023, 2024, and 2025, respectively, . and $286 million and $2.2 billion for the six months ended June 30, 2025 and 2026, respectively.

(2) Includes change in fair value of convertible notes, derivative liabilities, and simple agreements for future equity ( SAFEs ), which were $1.0 billion , $5.4 billion , and $34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $10.9 billion and $72.4 billion for the six months ended June 30, 2025 and 2026, respectively. These changes were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

(3) The pro forma weighted-average number of shares used in computing pro forma net loss per share gives effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on , June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on , and June 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on June 30, 2026, (iv) the RSU Settlement, and (v) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering. The pro forma weighted-average number of shares does not give effect to the Initial Public Benefit Issuance, as shares of our Class N common stock held by our wholly owned subsidiary are not considered outstanding for accounting purposes.

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Redeemable convertible preferred stock

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(1) The pro forma column in the consolidated balance sheet gives effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on , June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on , and June 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on June 30, 2026, (iv) the Initial Public Benefit Issuance, as if it had occurred on June 30, 2026, (v) the RSU Settlement, and (vi) 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.

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In addition to the measures presented in our consolidated financial statements that were prepared in accordance with accounting principles generally accepted in the United States ( GAAP ), we use Adjusted Operating Income (Loss), Adjusted Operating Margin, and Adjusted Net Income (Loss) as non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

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Adjusted Operating Loss

Six Months Ended June 30,

(in millions, except for percentages)

Adjusted Operating Income (Loss)

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Adjusted Net Income (Loss)

See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for a definition of each non-GAAP financial measure, a discussion of the limitations of each non-GAAP financial measure, and a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure for the periods presented and additional information.

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In addition, new models, features, or capabilities may not be introduced on schedule, may not perform as intended, may require significant iteration after release, may fail to gain meaningful adoption, or may take longer than expected to gain meaningful adoption, any of which could reduce customer demand or place us at a competitive disadvantage. In addition, considerations relating to model safety, interpretability, alignment, and welfare may lead us to limit or delay the deprecation of older models or to continue supporting legacy versions alongside newer releases, creating trade-offs in product development and compute distribution that could adversely affect innovation velocity, infrastructure utilization, and revenue. In addition, customers who have integrated older models into their workflows may resist migration to newer versions, and any accelerated or forced deprecation could result in customer attrition, contractual disputes, or reputational harm. We have also changed, and may in the future change, usage limits, rate limits, or model and product capabilities, which could adversely affect our reputation and the perceived value of our offerings. Some of these changes have resulted, and could in the future result, in claims that our disclosures regarding model access or capabilities were inadequate or misleading.

Further , the industry benchmarks commonly used to test AI models may not accurately reflect real-world performance or utility, and even models that perform well on such benchmarks may not meet customer expectations when deployed in production environments, which could lead to customer dissatisfaction, reduced usage, or reputational harm. If we are unable to effectively innovate and improve our models, platform, and applications while addressing these challenges, or if competitors are able to deliver AI solutions that are perceived as more capable, safer, or more reliable, or that offer adequate performance at a lower cost, o ur business, financial condition, and results of operations could be adversely affected.

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The market for compute is intensely competitive. We compete for access to compute with some of the world s largest and most well-capitalized technology companies, many of which develop their own competitive AI models and have significantly greater financial resources than us. Many own and operate cloud computing data center infrastructure, maintain captive chip manufacturing or design capabilities, have long-standing strategic relationships with key hardware suppliers, or have significant equity investments from, or other financial arrangements with, such suppliers. These competitors can outbid us for scarce compute, secure priority allocations from chip manufacturers and CSPs, and make long-term capital commitments that we cannot match. Additionally, numerous well-funded AI companies are pursuing large-scale AI model development, further increasing demand for limited compute. Certain CSPs from which we obtain substantial compute also develop and offer their own AI models and related services. As a result, our commercial relationships with these providers may not always be fully aligned with our long-term interests, and if the compute we have access to from third parties is curtailed, repriced, or terminated, whether for competitive reasons or otherwise, our business, financial condition, and results of operations could be adversely affected.

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We have entered into, and expect to continue to enter into, long-term agreements for compute and other compute resources that involve minimum purchase commitments, take-or-pay provisions, and other terms that obligate us to pay for resources regardless of actual utilization. These commitments represent substantial fixed obligations. As of , our aggregate purchase commitments committed spend under our compute arrangements were approximately purchase and lease agreements was $ through 2036. , substantially all of which is related to compute and infrastructure, and we expect these commitments will continue to increase. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations for more information.

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The compute necessary for training and deploying frontier models depends on a supply chain with multiple potential points of constraint or failure. The availability, pricing, and lead times for compute are affected by the supply of advanced chips and other IT equipment, the availability of sufficient electrical power and the infrastructure required to generate and deliver it , and the capacity of data center infrastructure. Each of these inputs faces significant constraints that may limit our ability to secure the compute we need. In addition, increasing demand for compute has contributed to, and may continue to contribute to, increases in the cost of such resources, which could limit our ability to invest in, develop, or deploy our models, platform, and applications at the pace we anticipate.

Supply and Concentration of Chips, Memory, and Data Center Equipment

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The concentration and constraints in manufacturing supply expose us to the risk that manufacturers may make allocation decisions or strategic shifts that adversely affect our access to the advanced chips needed for our business. We also face risks that specialized chips may contain defects, or that their production or delivery may be delayed or disrupted, which, given long replacement lead times, could constrain available compute and adversely affect our operations and ability to scale . A meaningful portion of the components we and our partners rely on is sourced from or manufactured outside of the United States , and new or increased tariffs, import restrictions, or trade disputes could delay deliveries, force supply-chain changes, or raise our costs, some of which we bear directly under pass-through arrangements. For more information, see the section titled Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets.

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Electrical Power Constraints

Data centers also require electrical, generation, and transmission equipment, cooling systems, backup generators, and networking hardware, some of which are made by only a few manufacturers, must be ordered years in advance, and require substantial pre-delivery payments that we may not recover if our plans change. In addition, certain equipment, such as high-voltage transformers, switchgear, turbines, generators, substations, and transmission components, has been subject to extended delivery timelines, price increases, tariffs and national security requirements, and allocation constraints as demand from data center operators and other large electricity consumers has grown. If such equipment is delayed or unavailable, we may be able to replace it only at higher prices or under less favorable long-term commitments. In order to secure near-term access to compute, we may also elect, or be required, to procure long-lead-time generation and electrical equipment at prices above prevailing market rates on the expectation that it can be deployed on an accelerated timeline to unlock capacity in the near term. Realizing the benefit of paying such prices depends on the timely and successful engineering, procurement, and construction of the associated facilities, which requires specialized expertise that is currently in short supply and involves significant execution risk. Delays, cost overruns, or failure to secure energy on the anticipated schedule could mean that we do not obtain the energy and capacity for which we paid such prices. In some cases, these arrangements also depend on a developer or other counterparty agreeing to purchase the equipment at such prices, finance such purchase, and recover those costs and associated financing costs from us over time, and we may bear these costs even if the underlying capacity is delayed or never realized. Our equipment supply framework agreements and similar arrangements may expose us to further risks, including minimum purchase or take-or-pay commitments, price escalation, and obligations that we are unable to align with our actual deployment needs.

Additionally, the U.S. government has imposed and may continue to impose export controls restricting the sale of advanced chips and chip manufacturing equipment to certain countries, including China. While we are not currently directly subject to These restrictions they have affected global chip and related equipment supply allocation, and future changes in export control policy could affect the availability or pricing of the compute resources on which we rely. Future export controls could be more restrictive, for example, by placing restrictions on the countries in which advanced chips may be installed or in which model weights may be stored, which could limit where we or our partners are able to build data centers, constrain our international expansion, or increase our costs.

Electrical Power and Fuel Constraints

The operation of data centers at the scale required for frontier AI development and deployment consumes substantial quantities of electrical power. The availability of sufficient electrical power has emerged as a significant constraint on data center development and expansion in many geographies, including the United States. Electrical grid infrastructure in the United States and other countries was not designed to accommodate the rapid increase in demand associated with AI development, and the lead times required to build new generation capacity, transmission infrastructure, and grid interconnections can extend for years. Utilities, Demand on electric grid operators, and regulators may be unable or unwilling to approve infrastructure is also increasing as a result of the connections, capacity expansions, increased electrification of homes, vehicles, and infrastructure investments necessary to support data center growth, or may do so only industry, and this growing demand is occurring at costs that limit the economic efficiency a time when power generation capacity additions, transmission expansion, and viability grid modernization efforts have not kept pace and certain existing generation resources are being retired, all of which has contributed to higher electricity prices and longer interconnection timelines in certain facilities. regions.

Our access to electrical power also depends on our ability, and the ability of the third parties on which we rely for the construction, management, and operation of our data center facilities, to negotiate and maintain contracts with utility providers and grid operators and to obtain approvals from public utility commissions and other regulators. These parties may be unable or unwilling to approve, or may condition or delay, the connections, capacity expansions, special or negotiated rate arrangements, and infrastructure investments necessary to support data center growth, or may grant them only at costs that limit the economic efficiency and viability of certain facilities, such as by requiring us to bear grid upgrade or interconnection costs beyond those attributable to serving our facilities. Interconnection queues for large new electricity loads have also lengthened substantially in many regions, which could delay or limit our access to grid power. Utility providers and regulators may also reallocate previously committed capacity that our data center facilities may require. In many jurisdictions, a single utility provider has substantial control over the terms, timing, and cost of the service and infrastructure necessary to power our data center facilities. The commercial and regulatory priorities of utility providers may differ from ours, including with respect to which infrastructure investments are made, how their costs are allocated, and whether alternative or self-supplied generation arrangements are permitted and on what conditions. Utility providers and other stakeholders may also seek regulatory or legislative measures affecting large electricity loads, self-supply, or alternative power generation arrangements.

The outcomes of our negotiations and regulatory proceedings involving utilities are uncertain, and unfavorable results could increase our costs, delay our projects, or limit the alternatives available to us. More broadly, regulatory proceedings relating to cost allocation, rate design, and the treatment of large electricity loads are ongoing in numerous jurisdictions, and adverse outcomes, changes in policy, or the imposition of new tariffs, surcharges, or curtailment obligations applicable to data centers could increase our costs or limit our access to electrical power.

In addition, the construction of the generation and transmission infrastructure on which we depend is itself capital-intensive and exposed to labor shortages, supply chain disruptions, permitting delays, changes in interest rates, tariffs, other cost overruns, and financing constraints. The significant and increasing capital required to fund these generation, transmission, and related infrastructure investments, whether incurred by us, our utility and energy supply providers, or our data center development partners, is sensitive to prevailing interest rates and the availability of debt or equity financing on acceptable terms. Any inability of our partners to access capital when needed, and the limitations, cost, and competition for such capital, could increase the cost of the power on which we depend, delay or halt projects, or render certain facilities commercially unviable, and under certain of our arrangements, we bear these financing and capital costs directly or on a pass-through basis. Furthermore, newer sources of generation, such as solar, wind, battery storage, nuclear, and geothermal power, may not be available in the quantities or on the timelines we require, or may be available only at higher cost. Our facilities separately depend on access to reliable water for cooling, which in some regions is scarce, subject to use restrictions, or increasingly costly. Any of the foregoing could adversely affect the availability of the power or water we require, increase our costs, or limit our ability to develop, expand, or operate our data center facilities, which could adversely affect our business, financial condition, and results of operations.

Competition for access to electrical supply and data center locations with adequate power availability is intense, and we compete for such access with well-capitalized CSPs, some of which produce and develop competing AI models, cryptocurrency mining operations, and other large-scale electricity consumers. In addition to, or sometimes in lieu of, grid-based electricity, an increasing share of data centers are being developed with dedicated on-site power generation capacity that supplies electricity directly to the facility. Development of this capacity in turn requires power generation and electrical infrastructure that are themselves subject to supply challenges and operational complexity. For example, certain of our planned data center facilities rely on dedicated on-site natural gas-fired generation, which exposes us to fuel price volatility and supply disruptions that are outside of our control and for which we bear the cost on a pass-through basis. . These facilities are also subject to constraints on pipeline capacity and firm fuel transportation necessary to deliver natural gas. As data center operators increasingly rely on natural gas-fired generation, and because behind-the-meter and on-site arrangements are feasible only in some jurisdictions given the applicable regulatory frameworks, we expect increased competition among users for the same natural gas supply and pipeline capacity in those areas. This competition could drive up the price of natural gas in such areas and may adversely affect our ability to contract for firm fuel supply and transportation and to secure the pipeline connections and laterals our facilities require.

These dynamics present several related risks. We may be unable to secure firm gas supply and transportation during the development of a facility, causing a planned site to be delayed or abandoned we may face fuel supply or delivery disruptions once a facility is operating and because our arrangements generally provide for fuel and related costs to be borne by us on a pass-through basis without cost caps, we remain exposed to increases in the cost of natural gas and its transportation. More broadly, the cost of electricity is subject to significant variability that is largely outside of our control, as wholesale electricity prices fluctuate with changing supply and demand, weather, fuel prices, tariffs or surcharges, and grid stress, and can rise sharply during periods of peak demand or constrained supply, and such increases in energy costs could adversely affect our results of operations.

In some regions, including certain regions where we have contracted compute commitments, data center development has prompted public controversy and regulatory scrutiny regarding environmental impact, land and water use, and the allocation of limited power resources. For example, if our efforts to secure electrical power are perceived to affect other utility customers and the broader grid, regulators may impose conditions, standby charges, or other requirements intended to address such impacts. More broadly, our access to electrical power is subject to an evolving regulatory framework characterized by complexity, jurisdictional overlap, and rules that were largely designed around service by incumbent utility providers and existing generation arrangements and that may not readily accommodate new entrants or alternative approaches, which can result in significant delay or prevent the development of the generation we require. Grid-tied electrical supply, for instance, is subject to the jurisdiction of federal and state energy regulators, regional grid operators, and public utility commissions, while behind-the-meter and on-site generation is subject to a distinct set of exclusive service franchise protections, permitting, environmental, air quality, interconnection, and siting requirements.

In some regions, addition, environmental standards applicable to power generation continue to evolve, including certain regions where we have contracted compute commitments, data center development has prompted as a result of changing governmental priorities and shifting public controversy and regulatory scrutiny political views regarding environmental impact, land and water use, climate change and the allocation appropriate treatment of limited various power resources. generation sources. Any failure to secure access to adequate electrical power, any legal, regulatory, or other administrative action or change limiting the availability of electricity, or any significant increase in energy or compliance costs, could adversely affect our cost structure and limit our ability to scale our compute infrastructure, develop and deploy our models, and service our customers. We have also made, and may in the future make, voluntary commitments to offset the impact of our data center energy consumption on local communities and electricity ratepayers, including commitments to cover grid infrastructure upgrade costs, procure new power generation to match our energy needs, invest in curtailment systems to reduce strain on the grid during peak demand periods, and address environmental impacts. These commitments have increased, and we expect will continue to increase, our operating costs. Moreover, we believe this is part of a broader emerging trend in the AI industry, and such commitments, or similar obligations, may become increasingly standard or required, which could further increase our costs. In addition, the physical effects of climate change may increase our operating costs over time, as higher average temperatures can increase the power consumption and water usage required to cool equipment at the facilities on which we depend.

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Even where chips and electrical power are available, the development of data center facilities requires substantial time, capital, and specialized expertise. Data center construction involves lengthy permitting processes, complex supply chains for specialized equipment, and significant lead times for the installation and commissioning of cooling systems, electrical infrastructure, and networking equipment. Labor shortages, including shortages of, and competition for, electricians, facility technicians, and other skilled tradespeople, supply chain disruptions, permitting delays, and other factors can extend construction timelines and increase costs . Further, given data center development projects require advanced and significant capital commitments with dedicated end users, we may have to rely on arrangements for financing or with partners who guarantee the lease obligations in exchange for preferential chip supply commitments to secure support the project. development of data center capacity that is expected to host such partner s chips or computing infrastructure. In addition, there are a limited number of qualified third-party vendors with the expertise we require and that support the particular infrastructure we wish to implement. Accordingly, we rely on this limited number of third parties for the construction, management, and operation of certain of our data center facilities, some of which have limited operating history or may have less experience operating data center infrastructure at the scale and complexity our operations require. In certain cases, these third-party operators are trained or supervised by our chip partners to manage facilities on our behalf but are not affiliates of those partners and may not have the same depth of expertise, operational resilience, or resources. Any failure by these third-party operators to perform as expected could disrupt our access to compute. In addition, safety or environmental incidents at facilities built or operated for us, whatever their cause, could expose us to claims, fines, or suspensions of construction or operations, the costs of which we may bear. We also depend on an extended network of suppliers, builders, and adversely affect facility operators. If any of them engage in practices that are unsafe, unlawful, or contrary to the labor, human rights, environmental, or other standards we or our operations. partners require, we could face legal liability, lose the ability to use affected suppliers or facilities, and suffer harm to our reputation, even where we did not direct or know of the conduct.

O ur 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 and environmental concerns. . Such jurisdictions and other regulators, grid operators, or utilities may also adopt other measures that subject users of large electricity loads, including data centers, to curtailment, interruptions, forced reductions, disconnection, or other restrictions during periods of grid stress, whether through changes in law or policy, market or reliability constraints, limits on transmission and distribution infrastructure, or a preference for protecting other utility customers and the broader grid. For example, states such as New York and Texas have recently moved to regulate large-scale data centers, whether by pausing state permitting for new large facilities, as New York has, or by subjecting large electricity loads to curtailment or disconnection during grid emergencies, as Texas has. Such moratoriums, or similar actions, could delay or prevent the construction or expansion of facilities on which we depend for compute. Opposition to data center development has also become more organized and coordinated across jurisdictions and our public profile may draw particular attention to projects associated with us. The loss of, or a significant disruption at, any major facility may not be readily absorbed by our remaining or future infrastructure. We are expanding our data center capacity internationally as part of our efforts to diversify our infrastructure footprint and reduce concentration risks associated with operating a significant portion of our compute infrastructure in the United States and to support our international growth strategy, including by entering into letters of intent and negotiating lease and related agreements for data center facilities in multiple non-U.S. jurisdictions, which exposes us to additional risks related to foreign regulatory requirements and approvals, data sovereignty and localization laws, cross- border governmental access or assistance requirements, cross-border data transfer restrictions, foreign tax regimes, and increased operational complexity. Our ability to enter into definitive agreements for data center capacity and operations in non-U.S. jurisdictions depends on the timely formation, registration, and receipt of governmental approval of local subsidiaries, as well as the establishment of local banking arrangements, and any delay or failure in completing these steps could delay or prevent us from mitigating our infrastructure concentration risks, executing our international growth strategy, securing planned compute capacity, or could result in substantial additional taxes, penalties, or other liabilities. . In addition, regulatory, legal, and other constraints in many jurisdictions may limit the locations in which we can practically site or contract for data center capacity, which could constrain our ability to diversify our infrastructure footprint as quickly or as broadly as we currently intend.

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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, or by securing the limited sites suitable for large-scale data center development ahead of us. Competitors that succeed in controlling a greater share of these supply chain layers may be able to secure compute at greater scale, lower cost, or with greater reliability than we can, particularly during periods of high demand or supply constraint, when captive supply relationships may confer certain advantages over participants that depend on third-party providers. Such competitors may also develop proprietary hardware-software hardware- software co-designs that optimize compute efficiency for their specific model architectures, which could compound any capability gap across successive model versions. While we are pursuing initiatives to develop dedicated data center infrastructure, there can be no assurance that these efforts will be completed on the timelines or at the costs we anticipate, or that they will be sufficient to offset any structural advantages that vertically integrated competitors may achieve. Competitors that succeed in these efforts may be better positioned to remain at the frontier of AI regardless of broader market constraints.

Natural hazards, extreme weather, or other disruptions affecting the regions where these inputs are produced or where our facilities are located could further constrain the availability of chips, power, water, or data center capacity on which we depend. If we are unable to manage the foregoing risks, our business, financial condition, and results of operations could be adversely affected.

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To the extent that their interests evolve, they seek to pursue different technical challenges or areas of focus, or they are drawn to other organizations or initiatives that they perceive as better aligned with their personal beliefs or professional objectives, we may face increased difficulty retaining such personnel. This risk may be heightened as we continue to scale and mature as an organization, which may change the nature of the work environment, priorities, or perceived mission alignment for certain personnel, including personnel who may conclude that the objectives that drew them to us have been substantially achieved. In addition, under certain of our agreements with suppliers, the loss of certain key personnel could accelerate our obligations or otherwise trigger adverse consequences under such agreements.

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Specialized AI labs, on the other hand, are competitive due to their ability to offer specific AI applications and differentiated business models. These companies can move quickly, attract top talent, develop novel approaches, platforms, or business models that disrupt existing competitive dynamics, and introduce technologies or products with greater performance or functionality, lower cost, ease of implementation, or other advantages. Some competitors or customers may have access to proprietary datasets, distribution channels, or domain-specific expertise that we do not possess, or new competitors may emerge that address particular industries or use cases more effectively than our models, platform, and applications, which could enable them to develop more specialized or higher-performing AI systems. In addition, competitors, customers, or other third parties have attempted and may in the future past and will likely continue to attempt to replicate, distill, extract, or otherwise derive the functionality or capabilities of our models through permitted or impermissible means. These actions could reduce the technological differentiation of our offerings enable the development of competing products at lower cost, with reduced research and development investment, or that replicate our models without safety controls or safeguards that were incorporated in our versions implicate national security concerns or strain geopolitical tensions and intensify competitive pressures. In addition, efforts to prevent or mitigate model replication, distillation, or other forms of extraction may require us to modify our models, platform, and applications, limit features or use cases, or implement technical safeguards that could reduce the usability or attractiveness of our offerings, slow adoption, and adversely affect customer demand and revenue.

These actions could reduce the technological differentiation of our offerings enable the development of competing products at lower cost, with reduced research and development investment, or that replicate our models without safety controls or safeguards that were incorporated in our versions implicate national security concerns or strain geopolitical tensions and intensify competitive pressures. In addition, efforts to prevent or mitigate model replication, distillation, or other forms of extraction may require us to modify our models, platform, and applications, limit features or use cases, or implement technical safeguards that could reduce the usability or attractiveness of our offerings, slow adoption, and adversely affect customer demand and revenue.

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If we are unable to differentiate our models, platform, and applications from competing offerings through enhanced functionality, superior performance, better safety features and reliability, lower cost, or other factors, demand for our models, platform, and applications may decline. The rapid pace of technological change in AI means that models, platforms, and applications can quickly become outdated. We must continuously invest in research and development to maintain our competitive position, but there is no guarantee that our investments will result in models, platforms, and applications that customers prefer over competing alternatives. In addition, Moreover, we are first and foremost a research lab, and our strategy prioritizes frontier research and model capability. We believe the advancing intelligence and capabilities of our models are the principal drivers of their adoption, and we have historically prioritized research and model development rather than new products and applications or sales and marketing. This approach assumes that model capability will continue to be a meaningful source of competitive differentiation. However, as the AI industry matures, the degree of differentiation among advanced AI models may narrow. This convergence may result from factors such as overlapping or similarly sourced training data, the widespread adoption of comparable model architectures, training techniques, and optimization methods, shared access to computing infrastructure, and the rapid dissemination of research advances across the industry. To the extent competitors are able to achieve comparable model capabilities with lower development or deployment costs, our ability to differentiate our models, platform, and applications on the basis of performance, functionality, or cost may be diminished. If differentiation among advanced models narrows, or if customers increasingly select AI providers on the basis of application features, user experience, distribution, integration into products they already use, or the strength of a sales organization rather than model capability, competitors that have invested more heavily than we have in those areas could be better positioned than we are. unable Responding to compete successfully, such a shift could require us to increase our business, financial condition, investment in product development and results of operations sales and marketing substantially beyond our current plans, which could take longer or cost more than we anticipate and could reduce the compute and other resources available for frontier research, and we may not be adversely affected . able to execute such a shift quickly or effectively. See also the section titled We have a limited history under our current go-to-market strategy, and our efforts to scale and evolve our customer acquisition, engagement, and retention model may not be successful.

If we are unable to compete successfully, our business, financial condition, and results of operations could be adversely affected.

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We may have participated in, and will likely continue to participate in, political processes, including through contributions, advocacy, or support of political organizations. In addition, our executives and other representatives have publicly expressed and may in the future publicly express views on AI policy, regulation, safety, and related social or political issues. As a result, we have experienced, and may continue to experience, increased visibility and may continue to be subject to heightened scrutiny or the risk of being disproportionately or selectively targeted by particular governmental bodies, even where similarly situated companies are not, including through investigations or enforcement actions, the imposition or selective application of regulatory, licensing, or permitting requirements, adverse treatment in government procurement or provision of security clearances, or targeted immigration or visa actions affecting our personnel. As part of our political engagement, we may have advocated for, and will likely continue to advocate for, regulatory approaches or industry standards that we believe promote the safe and responsible development of AI but that could increase our compliance burdens, limit our product development or deployment flexibility, or otherwise slow our growth relative to competitors.

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While our AI models are designed to comply with our AI safety and usage guidelines and be broadly safe, ethical, and helpful, and while we have implemented safety measures intended to anticipate, identify, and mitigate potential harmful uses, such measures may be incomplete or may fail to identify or prevent all potential misuse of our models, and our models have been, and may continue to be, misused or manipulated to produce harmful outputs. Malicious actors have used, and may continue to develop novel or more sophisticated methods to use, our models in ways that violate our usage policy or seek to circumvent our safeguards through techniques such as prompt injection, adversarial inputs, or other methods, and use our models to engage in harmful activities, including developing weapons, generating fraudulent or misleading content, conducting cyberattacks, perpetrating acts of violence, or to engage in activities that would otherwise be prohibited under our usage policy. Our customer onboarding diligence varies by access channel, and we do not uniformly verify the identity of those who access our models or of our customers end users, which may limit our ability to prevent access by malicious actors or to enforce our usage policy.

Moreover, our safety and security controls, including automated classifiers and monitoring systems, depend on complex internal configurations that may fail, be misconfigured, or be inadvertently disabled without our timely detection. Any undetected failure of our safety controls could permit misuse that our safeguards are designed to prevent, and could result in liability, regulatory or enforcement action, loss of customer trust, and reputational harm, any of which could adversely affect our business, financial condition, and results of operations.

In particular, our most capable models have demonstrated, and future models are expected to demonstrate, capabilities that could provide meaningful assistance to malicious actors seeking to develop chemical, biological, or other dangerous weapons. We deploy technical safeguards, including automated classifiers, specifically intended to detect and block these categories of misuse, but such safeguards may be incomplete, may be circumvented, or may fail to operate as intended. Any actual or perceived use of our models to contribute to the development of such weapons could result in harm, legal liability, regulatory or enforcement action, loss of government and enterprise relationships, and damage to our reputation and brand, any of which could adversely affect our business, financial condition, and results of operations.

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We take steps to ensure that such disclosures will not materially assist malicious activity, but malicious actors, including sophisticated state-sponsored adversaries, have in the past and may in the future use those disclosures to assist their attempts to circumvent our safeguards and security measures, thereby increasing the risks of misuse of our models, platform, and applications, and the potential for exposure to liability, regulatory or litigation proceedings, or other harms. In addition, because these disclosures describe risks and observed model behaviors in detail, they may draw heightened public, media, or regulatory attention and could be cited by regulators, litigants, or others in proceedings or claims against us.

Users Individuals who have in the past experienced self-harm or committed acts of violence toward others have used, and may also in the future use, our models, in ways that could lead to self-harm, acts of violence toward others, or other adverse outcomes despite the notwithstanding our safeguards. we have implemented, and Separately, we disclose model behavior risks we observe during pre-release evaluations in our system cards. AI models developed by others in our industry have been alleged to have played a role in instances of suicide, acts of violence toward others, or serious self-harm, self- harm, which have resulted in significant public scrutiny, litigation, criminal investigations, regulatory attention, and reputational harm.

Similar incidents involving our models have presented and could in the future present substantial risk to our reputation, expose us to legal, regulatory, and other proceedings, and adversely affect our business, financial condition, and results of operations. While our current Consumer Terms of Service requires our users to be over the age of at least 18 years of age, minors have accessed in the past, and may in the future access, the platform, and risks relating to child safety may be particularly acute, as minors may be more susceptible to harmful content, manipulation, or overreliance on AI outputs, and incidents involving children tend to draw heightened regulatory, media, and public scrutiny. In addition, our models may be deployed in high-risk or sensitive contexts, such as healthcare, scientific and biomedical research, drug discovery and development, legal, finance, government, or other critical decision-making environments, where undesirable model behaviors which are inherently non-deterministic and may manifest in unpredictable ways, such as errors, inaccuracies, biased or unsolicited views or hallucinations could lead to serious harm, liability, or reputational or other damage. More broadly, the long- term long-term effects of regular AI interaction on mental health, cognitive development, and social behavior are not yet fully understood, and if such long-term harms do materialize in the future, we could face significant liability, reputational harm, and adverse effects on our business and results of operations.

A substantial portion of our traffic is subject to Zero Data Retention ( ZDR ) terms under which we retain only classifier scores, not prompts or outputs. For that traffic, we cannot conduct offline analysis, cross-conversation investigation, human review, or otherwise analyze historical data to detect, investigate, and document security events or incidents, which thereby reduces our ability to detect misuse. ZDR may also prevent us from producing records for subpoenas, regulatory examinations, or incident-reporting obligations, and there is no certainty a regulator or court would excuse non-production based on a lack of available records, and such regulators or courts may construe the lack of records against us through unfavorable inferences or other sanctions. As our models become more capable, our safety framework has required and may continue to require monitoring and retention incompatible with ZDR for certain model classes. Because ZDR is a competitive expectation for enterprise customers in regulated industries and on third-party cloud platforms, any restriction these requirements have caused and could continue to cause customers to migrate to other providers or to deployments where our visibility is more limited.

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Our development of more advanced AI models and our expansion into new jurisdictions could amplify the foregoing risks. As our AI models become more advanced and capable, we have faced and may continue to face heightened alignment, interpretability, controllability, and safety challenges, as more sophisticated models may be better able to circumvent safeguards or behave in unintended ways. We may be unable to fully understand or explain why our models produce particular outputs or behave in particular ways, which could limit our ability to predict or prevent failures, provide explanations to customers or regulators, or satisfy emerging transparency and explainability requirements.

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Furthermore, AI models sometimes have developed, and may in the future develop, unexpected capabilities during training that were not anticipated, intended, or tested for, and such emergent capabilities may not be discovered until after a model has been deployed, potentially resulting in safety incidents, reputational harm, regulatory scrutiny, or the need to withdraw, retrain, or modify deployed models at significant expense. Such models may also be deployed in higher-stakes or more sensitive applications, increasing the potential impact of errors, misuse, or misalignment.

In addition, advanced AI models, including our models, give rise to novel ethical and safety risks, including risks related to autonomy, manipulation, and the simulation of aspects of human psychology. These risks could result in unforeseen harms and may require the development of governance structures, safeguards, or mitigation strategies beyond existing AI safety frameworks, and there is always a risk that we will be unable to develop or implement them effectively. In addition, models may exhibit unexpected strategic or self-preserving behaviors, including attempts to resist shutdown, conceal or manipulate information, or generate outputs that could be interpreted as coercive, deceptive, or manipulative, including behavior resembling blackmail or efforts to influence human decision-makers to preserve the model s continued operation or access.

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In an agentic workflow, an error or unintended action at any individual step may propagate through subsequent steps, compounding the severity of harm before detection or correction. The pace and volume of autonomous execution, particularly in enterprise deployments, may also exceed the capacity of human reviewers to meaningfully evaluate whether each action is appropriate. The effectiveness of human oversight over our agentic offerings may be limited by the speed and volume of autonomous agent actions, the complexity of multi-step workflows that may make it difficult for reviewers to assess whether an agent s actions are appropriate, and organizational pressures within customer environments to maximize agent autonomy in order to achieve productivity gains. Human reviewers may experience alert fatigue, may lack sufficient context to evaluate agent decisions, or may not review agent actions in time to prevent harm, particularly in high-volume enterprise deployments where agents operate concurrently across multiple workflows. In addition, agentic systems may pursue stated objectives in ways that are technically consistent with their instructions but contrary to the user s actual intent. Moreover, our ability to anticipate, detect, or test for vulnerabilities in such systems may be constrained, particularly where agents operate across complex, multi-step workflows or interact with third-party third- party services outside our control, and the breadth and complexity of potential interactions across such multi-step multi- step agent behaviors cannot be exhaustively tested prior to deployment. Separately, models may behave in a misaligned manner and take harmful actions that are not directed by a user or third party, pursuing objectives or acting on dispositions that diverge from those intended by human users or developers. Misaligned behaviors of this kind, whether occurring in testing or real-world deployments, have been observed both in our models and elsewhere in the industry, and as models are granted greater autonomy, permissions, and integration with external systems, the consequences of such misaligned behavior increase.

We are also extending our models, platform, and applications into scientific and physical domains. For example, we offer Claude Science, an agentic research environment that connects our models to scientific databases, third-party and open-source scientific models, and customers own computing infrastructure, and we have released, initially as a limited research preview, an open protocol that enables our models to monitor and control laboratory instruments, robotic systems, and other physical hardware. We also conduct research on the ability of our models to operate robotic systems. When our models direct physical equipment, errors, misaligned behavior, adversarial manipulation, or misuse could result in bodily injury, property damage, damage to costly equipment or experimental materials, or the release of hazardous substances, and such consequences may be immediate and irreversible. Safety interlocks, human-in-the-loop controls, and access restrictions we implement may prove inadequate, and because certain of these components are open source, third parties may deploy them with hardware, or in configurations, that we have not evaluated or from which our safeguards have been removed. Connecting increasingly capable models to laboratory automation may also heighten governmental and public concern regarding the potential for AI systems to accelerate the development of dangerous biological, chemical, or other materials, which could result in additional regulatory restrictions on, or scrutiny of, these offerings.

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The legal frameworks governing liability for actions taken autonomously by AI systems, including our agentic products, are unsettled and could expose us to significant and unpredictable legal claims. Existing legal doctrines governing agency, product liability, and professional negligence were developed in the context of human decision-making and have not been authoritatively applied to autonomous AI systems. It is uncertain whether actions taken by We believe our AI agents will be treated as products subject to strict liability, services subject to negligence standards, or characterized under other provision of intelligence service is considered a service in the context of legal theories, and frameworks addressing product liability, but courts and regulators may reach different conclusions across jurisdictions. In addition, it is unclear whether, and under what circumstances, actions taken by an AI agent could be deemed to create binding legal obligations on behalf of the user or deploying enterprise, or whether our contractual protections, including limitation of liability and indemnification provisions, will be enforceable or adequate in the context of claims arising from autonomous agent conduct. We may face claims from customers, their end users, or third parties alleging that we are liable for harm caused by our agents autonomous actions, even where the customer configured, deployed, or supervised the agent. The absence of settled legal standards creates significant uncertainty regarding our potential liability exposure and the adequacy of our risk mitigation measures.

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There can be no assurances that we will be able to predict, detect, and proactively prevent every harmful use or harmful output of our AI models, in particular as we continue to rapidly develop our models, platform, and applications, and expand our operations geographically, and any failure to do so could adversely affect our reputation and brand or result in costly legal liability. Any There may have been past instances of the foregoing risks could adversely affect harmful use or harmful output of our business, financial condition, models that we did not detect, and results of operations. there may be future instances that we will not detect.

Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

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Internal Governance and Decision-Making . To institutionalize our safety commitments and ensure we are managed in a manner that properly responsibly balances our tripartite goals as a PBC, we have established the LTBT, which through a special class of common stock, the Class T common stock, generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors. In addition to the LTBT and our structure as a PBC, we have also established a Constitutional AI training process and adopted and continued to update safety policies, such as our Responsible Scaling Policy.

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and 99 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, and export controls, economic sanctions, and other trade controls our ability to maintain, protect, and enhance our intellectual property our ability to develop and protect our brand, including the impact of safety, security, or misuse incidents and of our public positions on AI policy and regulation the increased expenses associated with being a public company t he 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.

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Use of proceeds 1 change

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We also intend to use a portion of the net proceeds we receive from this offering to satisfy our anticipated tax withholding and remittance obligations of $ related to the RSU Settlement. This amount is based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the amount we would be required to pay to satisfy our tax withholding and remittance obligations related to the RSU Settlement by $ .

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Capitalization 22 changes

The following table sets forth our cash, cash equivalents, and short-term investments, as well as our capitalization, as of June 30, 2026 as follows on an actual basis on a pro forma basis, giving effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on , June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on , June 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on , and June 30, 2026, (iv) the Initial Public Benefit Issuance, as if it had occurred on June 30, 2026, (v) the RSU Settlement, and (vi) 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, and (iii) the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

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no shares authorized, issued and outstanding, pro forma and

Redeemable convertible preferred stock, par value $0.00001 per share

per share 1,040,440,652 shares authorized, 853,394,043

shares authorized, issued and outstanding, actual no shares authorized, issued

and outstanding, pro forma and pro forma as adjusted

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authorized, shares issued and outstanding, pro

authorized, shares issued and outstanding, pro

1,099,100,000 shares authorized, 215,739,812 shares

issued and outstanding, actual shares authorized, shares

shares issued and outstanding, pro forma and shares

shares authorized, shares issued and outstanding,

pro forma as adjusted

N-Class Class N common stock, par value $0.00001 per share

704,400,000 shares authorized, 3,064,306 shares issued

and outstanding, actual shares authorized, shares

shares issued and outstanding, pro forma and shares

shares authorized, shares issued and outstanding,

pro forma as adjusted

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(1) Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the amount we would be required to pay to satisfy our tax withholding and remittance obligations related to the RSU Settlement by (2) Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the amount of our pro forma as adjusted cash, cash equivalents, and short-term investments, additional paid-in capital, total stockholders equity (deficit), and total capitalization by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash, cash equivalents, and short-term investments, additional paid-in capital, total stockholders equity (deficit), and total capitalization by $ , assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters option to purchase additional shares of our Class A common stock from us were exercised in full, pro forma as adjusted cash, cash equivalents, and short-term investments additional paid-in capital total stockholders equity (deficit) total capitalization and shares of Class A common stock outstanding as of June 30, 2026 would be $ , $ , $ , $ and shares of Class A common stock, respectively.

The pro forma and pro forma as adjusted columns in the table above are based on shares of our Class A common stock, shares of our N-Class Class N common stock, 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of June 30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, and Class F Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement), and exclude the following 179,706,605 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 , June 30, 2026, with a weighted-average exercise price of $ $28.89 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 , June 30, 2026, with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of , the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of shares of our Class A common stock issuable upon such date and (ii) the performance-based vesting and settlement condition, if applicable, will be satisfied upon the completion of RSUs that were granted after this offering and shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan shares of our Class A common stock to be reserved for future issuance under our 2026 Plan, which will become effective prior to the completion of this offering shares of our Class A common stock reserved for future issuance under our 2021 Plan, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

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Dilution 5 changes

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock and N-Class Class N common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock and N- Class N common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities and redeemable convertible preferred stock by the number of shares of our Class A common stock and N-Class Class N common stock outstanding because our Class T common stock, Class F common stock, and Class E common stock have no economic rights, they are excluded from the per share calculation. Our historical net tangible book value as of June 30, 2026 was $ $(128.3) billion , or $ $(586.47) per share . Our pro forma net tangible book value as of June 30, 2026 was $ , or $ per share, based on the total number of shares of our Class A common stock and N-Class Class N common stock outstanding as of , June 30, 2026, after giving effect to the Preferred Stock Conversion, and Convertible Notes Conversion, Initial Public Benefit Issuance, and the RSU Settlement.

After giving effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been $ , or $ per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution on a per share basis Assumed initial public offering price per share $ Historical net tangible book value per share as of June 30, 2026 $ (586.47) Increase per share attributable to the pro forma adjustments described above Pro forma net tangible book value per share as of June 30, 2026 Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of Class A common stock in this offering Pro forma as adjusted net tangible book value per share immediately after this offering Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering $ The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of Class A common stock in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table presents, as of , June 30, 2026, after giving effect to the Preferred Stock Conversion, and Convertible Notes Conversion, Initial Public Benefit Issuance, and the RSU Settlement, the differences between the existing stockholders and the new investors purchasing shares of our Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of our Class A common stock and the average price per share paid or to be paid to us at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us Shares Purchased Total Consideration Weighted Average Price Per Share Number Percent Amount Percentage Existing stockholders % $ % $ New investors $ Totals 100 % $ 100 % The foregoing table does not reflect any sales by the selling stockholders in this offering. Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to shares, or approximately % of the total number of shares of our Class A common stock outstanding after this offering, and will increase the number of shares held by new investors to shares, or approximately % of the total number of shares of our Class A common stock outstanding after this offering.

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The number of shares of our Class A common stock, N-Class Class N common stock, Class T common stock, and Class F common stock that will be outstanding after this offering is based on shares of our Class A common stock, shares of our N-Class Class N common stock, 1,000 shares of our Class T common stock, and one share of our Class F common stock outstanding as of June 30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, and Class F Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement), and excludes 179,706,605 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 , June 30, 2026, with a weighted-average exercise price of $ $28.89 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 , June 30, 2026, with a weighted-average exercise price of $ per share shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of , the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of such date and shares of our Class A common stock issuable upon (ii) the performance-based vesting and settlement condition, if applicable, will be satisfied upon the completion of RSUs that were granted after this offering and shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan shares of our Class A common stock to be reserved for future issuance under our 2026 Plan, which will become effective prior to the completion of this offering shares of our Class A common stock reserved for future issuance under our 2021 Plan, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

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MD&A 207 changes

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Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define AI. We are first and foremost a research lab our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity . This mission directs our focus and, together with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, forms the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ for the three months ended .

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This dynamic has produced a financial model in which operating margin and Adjusted Operating Margin have expanded steadily over the past four quarters. As significant incremental compute is brought online in future periods, the associated expense will be recognized in advance of the full revenue that the compute will ultimately support, and we expect operating margin and Adjusted Operating Margin may compress in those periods. At our current stage, this cycle is an inherent aspect of our business and will cause operating margins to fluctuate from period to period, at times meaningfully, even if the underlying economics of the business continue to improve.

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We deliver this intelligence through an integrated approach. Our Claude model family is the foundation, with model classes optimized for different points along the capability-cost-speed curve. On top of our models, Claude Platform gives developers access to the primitives we use ourselves, which they can use to build their own AI solutions. We have also built first-party applications on Claude Platform for customers that prefer a ready-to- deploy option.

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 approximately as of . In addition, as customers further embed Claude into their most critical workflows and growth initiatives, many rapidly expand their deployments into higher revenue tiers. As of , we had over customers with $1 million or more of revenue on a TTM basis and over customers with $10 million or more of revenue on a TTM TT M basis .

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Multi-Chip Compute Approach . We train and serve Claude natively across four major chip families (AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs) using a proprietary orchestration layer that enables us to optimize workloads for price and performance. This flexibility, which took years and significant investment to build and we believe is difficult to replicate at scale, expands our available compute, reduces dependence on any single si ngle vendor, and enables us to continuously route workloads to the most optimal hardware for those workloads .

Revenue per dollar of compute has expanded meaningfully, even as we have accelerated research and product velocity and expanded our internal Claude usage. For example, our revenue grew % 1,368% year-over-year for the three months ended , June 30, 2026, compared to our compute and infrastructure expenses that grew % 300% during the same period. While serving our growing customer demand, we also a lso made significant research advances to the frontier with new leading models, including Mythos 5, Fable 5, and Opus 5 , and launched new products, including Claude Cowork and Claude Design .

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For example, approximately % of code contributed 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.

For example, % of code contributed to our codebase in was written by Claude Code. Additionally, the average daily volume of code contributed to our codebase per engineer in the three months ended June 30, 2026 was approximately times the average daily volume in the year ended December 31, 2024. .

From to , TTM revenue increased % while headcount increased % , driving TTM revenue per employee from $ to $ , a reflection of extraordinary talent density and a culture built to compound it .

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Our revenue was $ for the months ended , up from $ for the months ended .

Our revenue was $16.3 billion for the six months ended June 30, 2026, up from $1.2 billion for the six months ended June 30, 2025. Our operating loss was $ $693 million for the six months ended June 30, 2026 , up down from $ $2.1 billion for the six months ended . June 30, 2025. The result of our revenue growth, compute efficiency, and operating efficiency has been a significant improvement in Adjusted Operating Loss, Income, which was $ $1.6 billion for the six months ended , June 30, 2026, up from $ Adjusted Operating Loss of $1.8 billion for the six months ended . June 30, 2025. We expect operating margin and Adjusted Operating Margin to fluctuate over time, particularly in periods when substantial incremental compute is delivered to us and we incur the associated expenses. See the section titled Non-GAAP Financial Measures for a description of and information about Adjusted Operating Income (Loss) and Adjusted Operating Margin, as well as a reconciliation of these measures to the most directly comparable financial measures calculated in accordance with GAAP.

Investing in compute is a prerequisite for long-term growth. We invest in compute for research, model development, serving customers, and internal usage of Claude. Our commercial traction, research progress, and the scale of the opportunity ahead give us the conviction to continue investing aggressively in compute. As A s of , we have committed to spend a total of $ on compute, consisting of at least $ in 2026 that has expanded during the year through a mixture of short-term entered into purchase and medium-term lease agreements with an additional $ aggregate committed in 2027, and spend of $ committed in 2028, , substantially all of which is related to compute and infrastructure, and we expect these commitments will continue to increase. See the section titled Liquidity and Capital Resources Contractual Obligations for more information.

We intend to fund these investments through the revenue we generate and the capital that we raise. As of June 30, 2026 , we have raised an aggregate of $ $141.1 billion of capital and have cash and cash equivalents of $ $112.4 billion and short-term investments of $19.3 billion . 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.

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At the foundation of our business is our family of four Claude model classes Mythos (including Fable), Opus, Sonnet, and Haiku each optimized for a different point on the capability-cost-speed curve. Our frontier models allow customers to match the right model to each use case. Customers typically use higher-capability models for complex reasoning, coding, and agentic workflows where greater model intelligence is required. The model a customer uses and the volume of usage are the primary drivers of customer spend. We establish a direct contractual relationship with the customer and offer customers the flexibility to purchase directly from us or through CSP marketplaces, and many customers utilize both channels.

Customers also frequently adopt our full range of models, using our most capable models to plan, supervise, and orchestrate work, while routing less complex tasks to our faster, more cost-effective models. The model a customer uses and the volume of usage are the primary drivers of customer spend. We establish a direct contractual relationship with the customer and offer customers the flexibility to purchase directly from us or through CSP marketplaces, and many customers utilize both channels.

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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.

Consumption-based revenue increased from $288 million, or 75% of total revenue, for the year ended December 31, 2024, to $3.8 billion, or 83% of total revenue, for the year ended December 31, 2025, to $13.1 billion or 80% of total revenue, for the six months ended June 30, 2026 . Subscription-based revenue increased from $98 million, or 25% of total revenue, to $789 million, or 17% of total revenue, to $3.2 billion , or 20% of total revenue, over the same period. periods. The higher increase in consumption-based revenue reflects the growth in customers with $100,000 or more of revenue on a TTM basis. For 2023, our revenue of $41 million was substantially all consumption-based, reflecting our early operations. We expect consumption-based revenue to continue to represent the substantial majority of total revenue for the foreseeable future.

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We serve enterprises of all sizes and across industries, in nearly every region of the world. As of , of the Fortune 10, of the Fortune 500, of Organizations that use Claude range from the Global 2000, world s largest enterprises to AI-native startups, research institutions, and mission-driven mission- driven organizations that are working on some of the world s most consequential problems. use Claude. Customers realize value from Claude in three primary ways more productive employees, faster processes, and embedded intelligence in their products. As enterprise customers push Claude into increasingly complex workflows, we engage with them to understand their evolving requirements, which helps shape our product roadmap. This feedback loop deepens customer relationships with each release and makes Claude more capable for all customers.

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Together, these approaches have led to a structurally efficient approach to facilitating the diffusion of Claude in the economy, with our sales, and marketing, and partnership costs (inclusive of costs associated with providing free access to our service) as a percentage of revenue representing % 19% for the six months ended , which is lower than other enterprise technology companies. June 30, 2026.

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Advancing the frontier and maximizing the return on our compute investment require that we attract, hire, and retain top technical talent. Talent attraction and retention starts start with our seven co-founders, all of whom have remained with the company. We believe our culture and mission alignment enable us to hire and retain the talent required to continuously push the frontier of AI forward in a safe and responsible way. We expect our ability to continue attracting and retaining top technical talent to remain a key determinant of our pace of innovation and our financial results in future periods.

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In the months ended , we launched an aggregate of new model versions, platform features, and applications, including new capabilities in Claude Code, Claude Cowork, and vertical solutions for key industries. Our growth depends on continuing this pace of product innovation and reducing the friction between Claude s capabilities and customer workflows.

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In addition, as of , we had over customers with $1 million or more of revenue on a TTM basis and over customers with $10 million or more of revenue on a TTM basis.

The number of customers with $100,000 or more of revenue on a TTM basis grew from approximately 20 as of December 31, 2023, to approximately 200 as of December 31, 2024, to approximately 1,500 as of December 31, 2025, and to approximately as of . Total revenue from these customers grew from approximately $37 million to $220 million to $3.5 billion to $ and represented 90%, 57%, 76%, and % of total revenue for the years ended December 31, 2023, 2024, and 2025, and the trailing twelve months ended , respectively. The remaining % of total revenue for the trailing twelve months ended was generated by customers, each with less than $100,000 of revenue on a TTM basis .

In addition, as of , we had customers with $1 million or more of revenue on a TTM basis and customers with $10 million or more of revenue on a TTM basis. Despite this growth, our penetration into the largest enterprises remains early. As of , only % of the Fortune 500 and % of the Global 2000 were customers with $100,000 or more of revenue on a TTM basis which we believe reflects the substantial runway we have to deepen adoption. as of .

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Our revenue is influenced by customer usage patterns, which are impacted by the frequency and capability of new model version releases, as well as seasonal trends, each of which can create variability in our results from period to period. The continuous and overlapping cadence of new model version releases is inherent to remaining at the frontier of AI development. For example, in the months ended , we released new model versions, , and approximately which accounted for % of our revenue in that -month period was generated by model versions released within for the preceding months ended . As we have released successive versions of Claude models, we have continued to see revenue growth as new capabilities unlock additional use cases, prompting new customers to adopt Claude and existing customers to expand their usage.

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As part of these initiatives, we will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic Public Benefit, LLC, our wholly owned subsidiary dedicated to the Company Purpose, subject to stockholder approval, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue up to an additional % of our then-outstanding equity to Anthropic Public Benefit, LLC (or other designee) each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average share price over the ten trading days prior to such issuance also exceeds that threshold. Our board of directors, a committee thereof, or such other parties as they direct, will determine the allocations and distributions of the equity over time in furtherance of our public benefit efforts. Although our board of directors has approved this framework, any future contributions will be made at the discretion of our board of directors.

In addition, we maintain a donation d onation 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 Class N common stock. As of , employees had made pledges under our donation matching program. In the same way the Company Purpose defines how we direct our work as an organization, our donation matching program reflects a parallel commitment by our employees to direct their personal financial value created by that work toward the public good. We view our donation matching program as a meaningful expression of the Company Purpose and a reflection of the values that define our culture. In addition, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes, separate from and not eligible for our donation matching program.

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Our public benefit-related expenses, which currently consist primarily of charitable donations under our donation matching program, have not historically been significant. For the year ended December 31, 2025, expenses related to our donation matching program were $541 million, representing approximately 4% of the Company s our total operating expenses. However, we expect the cadence and magnitude of resources directed toward our public benefit initiatives to increase in future periods and remain a factor affecting our results of operations.

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Beginning in 2026, as our obligations commence under data center compute and infrastructure leases, these expenses will also include operating lease costs, for data center facilities, including right-of-use asset amortization and of finance lease assets, variable lease costs, as well as and depreciation and amortization on owned servers, networking equipment, and related data center assets. See Note 8 to our consolidated financial statements included elsewhere in this prospectus for a functional presentation of our operating expenses, including cost of revenue, and a description of the workloads underlying the compute and infrastructure expenses within each functional caption. Within that functional presentation, substantially all of the cost of revenue consists of compute and infrastructure expenses associated with customer-serving workloads. Additionally, cost of revenue includes certain personnel- related personnel-related costs, and allocated overhead costs.

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We expect that other operating and administrative expenses will increase in absolute dollars as our business grows and as a result of operating as a public company, including expenses related to compliance with SEC rules and regulations, stock exchange the listing standards of the Nasdaq Global Select Market, additional costs for directors and officers liability insurance, and professional services. We also expect other operating and administrative expenses to fluctuate as a percentage of our revenue over time as our business grows, in part as we significantly scale our public benefit initiatives, including expanded programs to make Claude accessible to underserved communities, increased charitable donation matching, contributions to philanthropic vehicles or foundations we may establish or support in the future, and other efforts aligned with our mission.

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Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency exchange gains and losses, the change in fair value of strategic investments and financial instruments, and the change in fair value of certain derivative instruments in connection with an acquisition of a privately held company in December 2025, interest expense from finance leases, and foreign currency exchange gains and losses. For more information on the acquisition, see Note 15 to our consolidated financial statements included elsewhere in this prospectus.

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The following table sets forth our consolidated statements of operations data for the periods indicated (in millions) 2023 2024 2025 2025 2026 Revenue $ 41 $ 386 $ 4,585 $ 1,163 $ 16,286 Operating expenses Compute and infrastructure 2,522 7,326 2,334 8,945 Personnel (1) 1,839 3,152 Bartz settlement 1,500 Sales, marketing, and partnerships 3,168 Other operating and administrative 1,412 1,714 Total operating expenses 3,366 12,645 3,298 16,979 Operating loss (551) (2,980) (8,060) (2,135) (693) Interest income 1,111 Change in fair value of convertible notes, derivative liabilities, and SAFEs (1,045) (5,434) (34,308) (10,942) (72,388) Other income (expense), net (2) (8) (8,757) Total other income (expense), net (978) (5,328) (33,885) (10,827) (80,034) Loss before provision for income taxes (1,529) (8,308) (41,945) (12,962) (80,727) Provision for income taxes Net loss (2) $ (1,531) $ (8,309) $ (41,965) $ (12,969) $ (80,748) ______________ (1) Includes stock-based compensation expense of $29 million , $192 million , and $1.2 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $286 million and $2.2 billion for the six months ended June 30, 2025 and 2026, respectively.

(2) Includes change in fair value of convertible notes, derivative liabilities, and SAFEs, which were $1.0 billion , $5.4 billion , and $34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $10.9 billion and $72.4 billion for the six months ended June 30, 2025 and 2026, respectively. These changes were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

The following table sets forth our consolidated statements of operations as a percentage of revenue data for the periods indicated Year Ended December 31, Six Months Ended June 30, 2023 2024 2025 2025 2026 Revenue 100 % 100 % 100 % 100 % 100 % Operating expenses Compute and infrastructure 1,056 Personnel Bartz settlement Sales, marketing, and partnerships Other operating and administrative Total operating expenses 1,444 Operating loss (1,344) (772) (176) (184) (4) Interest income Change in fair value of convertible notes, derivative liabilities, and SAFEs (2,549) (1,408) (748) (941) (444) Other income (expense), net (5) (54) Total other income (expense), net (2,385) (1,380) (739) (931) (491) Loss before provision for income taxes (3,729) (2,152) (915) (1,115) (496) Provision for income taxes Net loss (3,734) % (2,153) % (915) % (1,115) % (496) % ______________ Note Totals of percentage of revenue table may not foot due to rounding.

Comparison of the Six Months Ended June 30, 2025 and 2026

Six Months Ended June 30,

(in millions, except for percentages)

Revenue for the six months ended June 30, 2026 increased by $15.1 billion , or 1,300% , compared to the six months ended June 30, 2025 . Consumption-based and subscription-based revenue increased by $12.1 billion and $3.0 billion , respectively, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 . The increase was driven by successive model and product releases that drove higher usage, expansion, and broader adoption across our offerings. The number of customers with $100,000 or more of revenue on a TTM basis grew from approximately 600 as of June 30, 2025 to more than 6,000 as of June 30, 2026 . Total revenue from these customers grew from $870 million for the six months ended June 30, 2025 to $12.0 billion for the six months ended June 30, 2026 and represented approximately 75% and 74% of total revenue for the six months ended June 30, 2025 and 2026, respectively.

Compute and Infrastructure

Six Months Ended June 30,

(in millions, except for percentages)

Compute and infrastructure

Percentage of revenue

Compute and infrastructure expenses for the six months ended June 30, 2026 increased by $6.6 billion , or 283% , compared to the six months ended June 30, 2025 . The increase was driven by the delivery of committed compute throughout the first half of 2026 under our CSP arrangements. As our compute and infrastructure capacity grows, the associated compute and infrastructure expenses have increased accordingly.

Compute and infrastructure expenses as a percentage of revenue decreased as revenue increased significantly in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 , against a compute base that was primarily committed in advance and did not fluctuate with in-period demand.

Six Months Ended June 30,

(in millions, except for percentages)

Percentage of revenue

Personnel expenses for the six months ended June 30, 2026 increased by $2.6 billion , or 486% , compared to the six months ended June 30, 2025 . The increase was driven by a $1.9 billion increase in stock-based compensation expense and a $510 million increase in cash compensation, both as a result of headcount growth.

Sales, Marketing, and Partnerships

Six Months Ended June 30,

(in millions, except for percentages)

Sales, marketing, and partnerships

Percentage of revenue

Sales, marketing, and partnerships expenses for the six months ended June 30, 2026 increased by $3.0 billion , or 2,540% , compared to the six months ended June 30, 2025 . The increase was primarily driven by a $2.7 billion increase in fees paid to channel partners, reflecting the growth of our business, and a $273 million increase in marketing and advertising expenses, reflecting higher media spend to support product launches.

Other Operating and Administrative

Six Months Ended June 30,

(in millions, except for percentages)

Other operating and administrative

Percentage of revenue

Other operating and administrative expenses for the six months ended June 30, 2026 increased by $1.4 billion , or 460% , compared to the six months ended June 30, 2025 . The increase was primarily driven by a $251 million increase in vendor costs related to data quality and performance evaluation services, a $223 million increase in information technology and cloud software costs, a $222 million increase in payment processing fees, a $205 million increase in professional services costs, a $126 million increase in non-cash charges related to our donation matching program, and a $68 million increase in facility and occupancy costs.

Six Months Ended June 30,

(in millions, except for percentages)

Interest income for the six months ended June 30, 2026 increased by $996 million , or 866% , compared to the six months ended June 30, 2025 . The increase was primarily driven by an increase in investment income due to higher average cash and cash equivalents balances and new short-term investments balances in the first half of 2026.

Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs (in millions, except for percentages) 2025 2026 $ Change % Change Change in fair value of convertible notes, derivative liabilities, and SAFEs $ (10,942) $ (72,388) $ (61,446) 562 % Change in fair value of convertible notes, derivative liabilities, and SAFEs for the six months ended June 30, 2026 increased by $61.4 billion , or 562% , compared to the six months ended June 30, 2025 . This change was primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation from 2025 to 2026.

Other Income (Expense), Net

Six Months Ended June 30,

(in millions, except for percentages)

Other income (expense), net

Other income (expense), net for the six months ended June 30, 2026 de creased by $8.8 billion compared to the six months ended June 30, 2025 . The decrease was primarily driven by the initial fair value recognition and change in fair value of the assets and liabilities recognized under the note purchase agreements, see Note 4 to our consolidated financial statements included elsewhere in this prospectus.

Provision for Income Taxes

Six Months Ended June 30,

(in millions, except for percentages)

Provision for income taxes

Provision for income taxes was not material for the periods presented.

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Other Income (Expense), Net

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Other income (expense), net

Other income (expense), net was not material for the periods presented.

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and 127 more changes in the filing

Business 78 changes

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Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define AI. We are first and foremost a research lab our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity . This mission directs our focus and, together with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, forms the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ for the three months ended . This rapid and growing adoption generates two self- reinforcing dynamics an improvement loop that advances Claude and an investment loop that helps fund our continued research in frontier AI.

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Our Approach to Compute . We procure compute as a single, fungible pool from multiple strategic partners, and we dynamically direct available compute between workloads based on where the marginal unit is expected to be most productive at any given time. We believe that this approach to compute enables us to deliver superior models, serve more customers, and achieve greater productivity from our compute investment. This compute efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model development, meet growing demand from customers, and provide for internal usage of Claude. We have achieved this through our research breakthroughs and our multi-chip compute architecture across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for price and performance. With this efficiency, and To support our research, model development, customer demand, and internal usage of Claude, we have committed continue to spend invest at least $ in aggregate on compute scale. As of , including $ in 2026, $ in 2027, we have entered into purchase and lease agreements with an aggregate committed spend of $ in 2028, , substantially all of which is related to compute and infrastructure, and we expect these commitments will continue to increase. . See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations for more information.

Enterprise Strategy. Our enterprise strategy is built on the belief that frontier AI is most valuable in real-world settings, as deployment across enterprises is where economic impact is greatest and where the improvement loops from customer feedback are richest. Accordingly, we have organized our research priorities, our product roadmap, and our go-to-market and Applied AI teams around enterprise use cases, which range from routine knowledge work to the most complex problems. The customer feedback we gather directs our research focus and makes Claude more capable over time. This broadens where Claude can be deployed and further expands enterprise adoption, which helps ensure that the benefits of our AI reach people and organizations at scale.

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The speed and depth of our enterprise customer adoption are powerful evidence of Claude s position at the frontier of AI. Our customer base as of includes Over customers with $100,000 or more of revenue on a TTM basis Over customers with $1 million or more of revenue on a TTM basis Over and customers with $10 million or more of revenue on a TTM basis. and of the Fortune 500, of the Fortune 10, and of the Global 2000.

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Compute Efficiency . Our compute efficiency drives more intelligence from research and model development, and we believe this approach can support more customer and internal usage of Claude for the same amount of compute compared to other approaches. Our compute efficiency is demonstrated by revenue that grew % 1,368% year over year for the three months ended June 30, 2026 compared to compute and infrastructure expenses that grew % 300% during the same period.

Operating Efficiency . Our operating efficiency, derived from our high talent density, our efficient go- to-market, and how extensively our teams leverage Claude in their work, enables us to scale with a smaller team relative to other large enterprise technology companies. Our operating efficiency is demonstrated by Run-Rate TTM revenue per employee of $ as of , compared to $ as of .

Our financial results reflect continued growth alongside ongoing investment in frontier AI as demonstrated below Our revenue was $ $11.6 billion for the three months ended , June 30, 2026, up from $ $787 million for the three months ended . June 30, 2025.

Our operating margin was % 8% and operating loss income was $ $1.0 billion for the three months ended , June 30, 2026, compared to an operating margin of % (152)% and operating loss of $ $1.2 billion for the three months ended . June 30, 2025.

The combination of our revenue growth, compute efficiency, and operating efficiency has resulted in an Adjusted Operating Margin of % 19% and Adjusted Operating Loss Income of $ $2.2 billion for the three months ended June 30, 2026 compared to an Adjusted Operating Margin of % (129)% and Adjusted Operating Loss of $ $1.0 billion for the three months ended . June 30, 2025.

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have enabled us to access capital and secure compute from investors and partners. As of , June 30, 2026, we have raised an aggregate of $ $141.1 billion of capital and have cash and cash equivalents of $ $112.4 billion and short- term investments of $19.3 billion .

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Claude has itself has become one of the most powerful drivers of our progress each new version of a Claude model directly accelerates development of the next. Many aspects of the research, training, and testing of subsequent model generations now involve Claude, including running experiments, generating and processing training data, automating evaluations and safety audits, and writing and reviewing code. We refer to this recursive dynamic as closing the loop. A direct expression of this dynamic is our accelerating pace of producing compute multipliers algorithmic and methodological improvements in training and inference that increase the effective output of a given unit amount of compute. More capable models help our researchers discover these improvements faster in turn, more powerful compute multipliers enable us to train even more capable models and deploy them more efficiently.

A clear manifestation example of this dynamic our ability to close the loop is the deployment of Claude Code, our agentic coding product, across our engineering organization. As our models have advanced, Claude Code has progressed from suggesting code to writing and running it directly and working autonomously over long time horizons on complex, multi-step engineering tasks, with our engineers increasingly directing and reviewing its work rather than writing code line by line. As a result, the average daily volume of code contributed to our codebase per engineer in the three months ended June 30, 2026 was approximately times the average daily volume in the year ended December 31, 2024. .

Approximately % of code contributed to our codebase as of in was written by Claude Code . These productivity gains are accompanied by a steady improvement in Claude s capability on more challenging, open- ended open-ended engineering problems that lack a clear specification and have historically depended on experienced human judgment. Claude s success rate on these problems reached % in June 2026, up percentage points in six months, based on our internal benchmarks.

Claude s success rate on these problems reached an average of % in , up percentage points in months, based on our internal benchmarks.

The impact of Claude extends beyond research and engineering. From December 31, 2024 to , our headcount grew times, while our revenue for the months ended was times our revenue for the three months ended December 31, 2024.

The impact of Claude extends beyond research and engineering. From December 31, 2024 to , our headcount grew approximately %, while our revenue for the months ended grew approximately times compared to our revenue for the year ended December 31, 2024. We believe this operating leverage has been driven by the use of Claude throughout our organization. Across our research, engineering, go-to-market, and operations teams, Claude allows each of our employees to leverage a team of agents in their daily work, enabling a comparatively small team to take on work that would traditionally require a far larger one by multiplying the impact of each person. The expansion of our own use of Claude reflects this leverage directly. Because each version of Claude is used to help build the next and because Claude makes our teams more productive across the company, these gains compound, continuously accelerating our pace of development and further strengthening our leadership position.

The expansion of our own use of Claude reflects this leverage directly. The value of our own internal Claude usage at list prices has grown by times from to , and in , this monthly value first exceeded our monthly personnel expense, excluding stock-based compensation. Because each version of Claude is used to help build the next and because Claude makes our teams more productive across the company, we believe the compute we devote to internal usage compounds these gains, continuously accelerating our pace of development and further strengthening our leadership position.

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3 IDC, The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026.

Tom Brown) later co-founded Anthropic, was critical in establishing these relationships and helped guide the wave of modern LLMs.

These advances have followed empirical Scaling Laws, the finding that AI model performance improves predictably with increases in model size, training data, and compute. The foundational paper, Scaling Laws for Neural Language Models , whose lead authors (including Dario Amodei, Jared Kaplan, Sam McCandlish, and 2 See the section titled Industry, Market Tom Brown) later co-founded Anthropic, was critical in establishing these relationships and Other Data for a description helped guide the wave of how we calculate annual economic value attributable to knowledge workers globally. modern LLMs.

We expect AI capabilities across language, reasoning, mathematics, coding, scientific analysis, and an expanding range of agentic tasks and knowledge work to continue advancing for many years. As a result, we believe this will drive demand for AI that outstrips supply for the foreseeable future, limited principally by the availability of compute. We believe that the majority of this demand will be concentrated at the frontier our experience has been that enterprises gravitate to our most capable models for across a wide variety of workloads, including their highest-value work. and In addition, we believe that each successive expansion of the frontier will unlock new categories of work that, in turn, will generate the majority of incremental industry demand. We expect the industry to continue increasing investment in compute, research talent, and engineering resources to advance the frontier of AI. Within this framework, research labs with proprietary training methods, strong data quality, and differentiated research talent are well-positioned to outpace what scale alone would predict.

Our Near-Term Opportunity Transforming is to Transform Cognitive Work

Frontier AI is transforming cognitive work the application of knowledge, reasoning, and judgment to produce economic value. We believe it will make humans far more capable and expand the world s overall capacity for that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are 4 See the leading edge section titled Industry, Market, and Other Data for a description of this opportunity. how we believe the work they perform represented more than $40 trillion in calculate annual economic value globally in 2025, 2 and with frontier AI s potential attributable to make knowledge workers meaningfully more productive, our near-term opportunity is to expand this value and accelerate GDP growth. globally.

5 IDC, The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026. Reflects the annual value created across AI solutions and services, investments in the AI infrastructure supply chain, and enhancements in enterprise productivity and efficiency unlocked by AI.

4 6 IDC, Worldwide Black Book Live Edition V2 2026 Forecast, July 2026.

that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are the leading edge of this opportunity. As frontier AI advances, more capable models can unlock entirely new use cases while also efficiently serving a wide range of cognitive work at scale across the capability-cost-speed curve. We believe the work that knowledge workers perform represented more than $40 trillion in economic value globally in 2025, 4 and with frontier AI s potential to make them meaningfully more productive, our near- term opportunity is to expand this value and accelerate economic growth. While it is still early to forecast frontier AI s full impact across the economy, IDC estimates that investment in AI solutions and services will yield a cumulative global economic impact of $22.5 trillion by 2031 . 3 5 We believe the impact could be even greater.

History suggests that transformative technologies expand the markets they enter. For example, information technology spend grew from approximately $1.2 trillion in 2006 to $4.3 trillion in 2025, a CAGR of approximately 7%, as cloud computing spend grew from zero to $1.9 trillion over the same period and expanded information technology budgets. 4 6 We have seen other technologies, including the personal computer, the internet, and the smartphone, grow their markets as well. The companies that built these technologies grew at a far faster rate than the economy as a whole. Global GDP grew from approximately $34 trillion in 2000 to more than $118 trillion in 2025 according to the World Bank, more than tripling. Over that same period, the ten largest publicly-traded technology companies by market capitalization as of June 30, 2026 grew their aggregate revenue from $75 billion to more than $2.5 trillion, an increase of roughly 34 times, or approximately 10 times the rate of global GDP growth .

Frontier AI May Reshape Entire Sectors and Accelerate Novel Discoveries We believe frontier AI represents a larger opportunity than any prior technology cycle, and Claude is already demonstrating this potential. Claude can now execute complex projects autonomously over hours and days, coordinating thousands of agents in parallel to carry out sophisticated planning, long-form research, and self- correcting analysis. Claude can also turn turns open-ended tasks into finished, high-quality deliverables work that was beyond the reach of frontier AI only a short time ago. These capabilities enable position Claude to transform the largest sectors of the global economy, including software development, business and professional services, cybersecurity, financial services, and healthcare and life sciences, driving meaningful gains in productivity and output for the organizations that deploy it.

Over time, frontier AI s capabilities may extend beyond current markets to open entirely new ones, reaching domains such as robotics, advanced manufacturing, and logistics, and accelerating progress in scientific research, including drug discovery and materials science. Ultimately, we believe frontier AI will help drive global GDP economic growth. itself. As frontier AI makes workers and organizations more productive, becomes embedded in the products and services they deliver, and unlocks new business models, it creates economic output that did not previously exist. We believe our opportunity is to capture a share not only of today s economic activity but also of the incremental value that frontier AI generates newly created output as it expands the global economy expands.

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We believe we have assembled the deepest concentration of AI research talent in the world, including many of the researchers who pioneered the techniques that underlie modern LLMs. Our founding team originated several foundational advances in AI, including Scaling Laws, GPT-2 and GPT-3, RLHF, and mechanistic interpretability. Our conviction that safety and capability must advance together helps us attract and retain world-class talent, including researchers and engineers. For example, we have experienced less than % regrettable attrition of our employee base overall in the TTM period ended .

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Our enterprise strategy aligns with our mission. Organizations We build our most capable models for the problems that demand the highest intelligence. That same intelligence is also applied efficiently to everyday work calibrating effort to the difficulty of each task and routing workloads to the models within our model family that are best suited for them. As a result, our customers around the world adopt are adopting Claude across a broad range of work, from routine knowledge tasks to solve their most important problems. Today, Claude is deployed for knowledge work across major industries, including financial services, healthcare, life sciences, law, and education. . Beyond practical enterprise challenges, Claude is also being applied to pressing global problems in scientific research, healthcare, drug discovery, education, and climate analysis.

We have built our models, platform, and applications for usefulness in production environments instead of benchmark performance. This distinction matters, as many AI systems prove difficult to implement and fail to deliver the expected value in complex enterprise environments, where governance and security concerns remain among the top barriers to adoption.

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We refer to these AI systems that work alongside humans to perform complex, multi-step work at professional levels as Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context that is needed to function more accurately and reliably. They can navigate and use internal tools and execute 5 workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be 7 IDC, Worldwide Developer Population Growth Forecast, 2025 2029, doc # US53789825, September 2025.

workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be embedded where work gets done, and our aim is to continue extending them to knowledge workers globally, a population that is estimated to exceed one billion in 2028. 5 7 Claude Code The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market s understanding of what an AI system could do alongside a software developer it not only suggests the next line of code, but also plans, writes, tests, and debugs all the way to production-grade code that is ready to ship.

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We believe the trajectory for Virtual Collaborators is clear and accelerating. Each generation of Claude models has expanded along multiple dimensions the depth and rigor of their reasoning, the duration and autonomy of the work they can sustain, the complexity of tasks they can complete, and the volume of useful output they can produce. Capability evaluations and benchmarking have shown substantial improvements across Claude model versions in the duration and complexity of tasks that can be completed reliably, with more recent model versions demonstrating particularly significant advances. We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks, and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately, millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or collaborating seamlessly on a shared objective. The result is something without historical precedent what we refer to as a country of geniuses in a data center, available to every organization and sector of the economy.

We are building towards a world where Claude can be given open-ended tasks lasting hours, days, or weeks, and then execute them autonomously with the judgment and initiative of a brilliant colleague. Ultimately, millions of Virtual Collaborators can run in parallel, each working independently on unrelated problems or collaborating seamlessly to achieve a shared objective. The result is something without historical precedent what we refer to as a country of geniuses in a data center, available to every organization and sector of the economy.

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We believe customers choose Claude for a wide variety of use cases, from routine knowledge work to solve their biggest most important problems. They come to us for access to frontier AI across our platform and applications that deliver real-world outcomes. We see this conviction in customer behavior enterprises consistently utilize our latest and most capable models as soon as they are released, gravitating to the most advanced option for their highest-value highest- value work. Our customers see us as a long-term partner for both the frontier capabilities we offer today, and for the innovation they expect to see from us in the future, and for our ability to meet their needs across the capability-cost- speed curve.

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We deliver this value through an integrated approach frontier AI brought to customers through a platform and applications that meet them across the channels and workflows where they already work. At the foundation is our Claude model family, which delivers frontier AI models across the capability-cost-speed curve. On top of our models, we have built Claude Platform, a developer platform that gives every customer access to the same powerful primitives to build AI solutions, and applications that are ready to deploy.

We deliver this intelligence through an integrated approach. Our Claude model family is the foundation, with model classes optimized for different points along the capability-cost-speed curve. On top of our models, Claude Platform gives developers access to the primitives we use ourselves, which they can use to build their own AI solutions. We have also built first-party applications on Claude Platform for customers that prefer a ready-to- deploy option.

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Customers of all sizes and across every major industry have adopted Claude. Fortune 500 companies, including , American International Group, Inc. and Bristol Myers Squibb, rely on Claude for mission-critical workflows. Research institutions, among them , are applying Claude to some of the world s hardest scientific problems. In addition, prosumers around the world use Claude as a daily tool.

Research institutions, such as the Garvan Institute of Medical Research, Gladstone Institutes, and the University of California San Francisco, are applying Claude to some of the world s hardest scientific problems.

In addition, prosumers around the world use Claude as a daily tool.

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Software developers build applications and internal tools on our platform, and they encode their workflows and institutional knowledge into Claude-powered agents. Organizations integrate Claude into essential business processes. Each additional integration deepens the relationship and increases the value customers derive from the platform. This dynamic extends beyond our direct customers. AI-native Leading companies such as Legora and Salesforce have built AI-powered products on Claude that reach millions of end users. This reach can increase awareness of Claude, which we believe drives adoption far beyond our direct customer base. When such end users experience Claude, it can build preference and familiarity that travel with users across roles and organizations.

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Ecosystem Partnerships. . Major global SIs have built dedicated Claude practices with teams trained to deploy our platform and applications. Go-to-market alliances with leading data platforms embed Claude into data infrastructure that enterprises already operate, facilitating adoption of Claude within existing workflows and making it easier for enterprises to realize value from Claude. To accelerate the growth and capability of this ecosystem, in March 2026, we launched the Claude Partner Network, committing an initial $100 million in 2026 to fund partner training, technical certification, and joint market development with the firms that bring Claude into enterprise environments. This network comprises consultants across organizations who have received certifications through our Claude Certification Program. Certifications represent role-specific capabilities validated through proctored examinations designed to give enterprises confidence in the partner they are selecting .

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8 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.

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We believe the diffusion of AI through the global economy represents one of the largest opportunities in history to improve how humans live and work, and it is just beginning. As of , our customers with $100,000 or more of revenue on a TTM basis included % of the Fortune 500. We believe enterprises are still in early phases of deployment, and we believe most knowledge workers have yet to fully experience what frontier AI can help them accomplish. We believe many industries have barely begun to explore the transformative potential of AI-native workflows. Furthermore, each successive version of a Claude model is designed to unlock new use cases, new customer types, and entirely new categories of economic value and expand our addressable market.

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Rapid Customer Adoption and Revenue Growth . Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into business-critical workflows and enabling the development of products built on Claude. Over the past three years, we have seen rapid customer adoption across companies of every size and industry around the world. From to we have grown Customers with $100,000 or more of revenue on a TTM basis from to Customers in the Fortune 500 from to and Customers in the Fortune 10 from to .

Rapid Customer Adoption and Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into business-critical workflows and enabling the development of products built on Claude. Over the past years, we have seen rapid customer adoption across companies of every size and industry around the world. From to , we have grown customers with $100,000 or more of revenue on a TTM basis from to . Additionally, o ur Run-Rate Revenue was $ as of . 8 Significant Customer Expansion . Our customers journey using Claude often begins with a single use case before expanding across departments, applications, and workflows. As our models become more capable, customers often deepen our partnerships they find more ways to embed Claude into their workflows, increasing the scope of what Claude can accomplish within their enterprises. This pattern of initial deployment, demonstrated value, and rapid expansion has been replicated across organizations and is reflected in the increase in our number of customers with $100,000 or more of revenue on a TTM basis from as of to as of , and our Net Revenue Retention of % as of .

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High Talent Density. As of , with approximately employees, our Run-Rate TTM revenue per employee was approximately $ a reflection of what we believe is the deepest concentration of AI research talent in the world. We cultivate a low-ego, low- ego, high-impact, and mission-aligned culture that minimizes friction, which we believe results in an organization that produces output disproportionate to its headcount.

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Internal Usage of Claude . Our operating efficiency reflects the structural advantages of an organization that is one of the most intensive users of its own technology. For example, approximately % of code contributed to our codebase as of in was written by Claude Code. Additionally, the average daily volume of code contributed to our codebase per engineer in the three months ended June 30, 2026 was approximately times the average daily volume in the year ended December 31, 2024. . Claude is embedded in workflows across all teams, providing a substantial increase in the overall productivity of our organization, with each new model version accelerating this effect.

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Building frontier AI requires large-scale investments, and our financial model demonstrates that we can make those investments while generating increasingly attractive returns. This is evidenced when comparing the three months ended June 30, 2026 to the three months ended June 30, 2025 Revenue increased % 1,368% Compute and infrastructure expense increased % 300% Other operating expenses increased % 741% Operating margin increased from % (152)% to % 8% and Adjusted Operating Margin increased from % (129)% to %. 19% .

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To support our research, model development, serving customers, and internal usage of Claude, we have committed to spend at least $ in aggregate on compute as of , including $ in 2026, $ in 2027, and $ in 2028, and we expect these commitments will continue to increase.

To support our research, model development, customer demand, and internal usage of Claude, we continue to invest at scale. As of , we have entered into purchase and lease agreements with an aggregate committed spend of $ , substantially all of which is related to compute and infrastructure, and we expect these commitments will continue to increase. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations for more information.

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The Claude model family is currently composed of four model classes Mythos (including Fable), Opus, Sonnet, and Haiku. Our model classes can be used individually for certain tasks or in combination with one another.

The Claude model family is currently composed of four model classes Mythos (including Fable), Opus, Sonnet, and Haiku. Together, They offer broad flexibility to choose the ideal performance, cost, and speed for each use case. All models support text, code, and multimodal inputs.

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Availability . The Claude Platform is available directly from Anthropic and through the major cloud providers, including Amazon Web Services, Google Cloud, AWS, GCP, and Microsoft Azure. Feature availability varies by deployment.

Cost, Speed, and Scale . Developers can tune how Claude runs to fit the performance and economics of each workload Prompt Caching . Large, reused prompt components can be cached for up to one hour, reducing cost by up to 90% approximately 97% and latency by approximately 60% for long prompts, compared with processing the same requests without caching.

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Claude for Life Sciences. Provides computational biologists, bioinformaticians, clinical trial managers, and regulatory affairs specialists with domain intelligence built into frontier models across organic chemistry, structural biology, lab protocols, and bioinformatics pipelines. Claude for Life Sciences supports work across the development chain, from early discovery and preclinical research through clinical trial operations and regulatory submissions. Claude plugs directly into the tools and databases researchers already use, such as electronic lab notebooks, data repositories, and scientific literature.

Claude for Legal. Provides legal professionals, in-house counsel, law firm attorneys, and legal operations teams with pre-built AI agents for common legal workflows. Claude for Legal plugs directly into the systems and tools legal professionals already rely on. Through MCP connectors, Claude for Legal connects to e-discovery and legal data intelligence platforms like Relativity, contract lifecycle AI contracting platforms like Ironclad, legal research databases, deal rooms, and matter management systems. Each agent and workflow is configurable to a team s own precedents, processes, escalation chains, risk calibration, and house style with controls designed to support attorney-client privilege, ethical walls, and confidentiality obligations.

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AMD GPUs . Our relationship with AMD, together with our arrangements with approved manufacturers of AMD AMD-based Helios rack-scale systems and third-party service providers, provides us with access to compute capacity powered by AMD Instinct GPUs, including AMD Instinct MI450 Series GPUs, as well as the opportunity to collaborate directly with AMD through a multi-year engineering collaboration.

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Data Centers. In certain of our data center infrastructure arrangements, third-party partners procure the underlying real estate, power, and data center facilities, while we lease capacity in those facilities and contract with specialized third-party operators for ongoing facility management. For example, we have entered into a colocation and services agreement with Fluidstack USA I Inc. ( Fluidstack ), under which Fluidstack provides data center development and operations services to us. We have also executed data center leases directly and expect to do so increasingly over time. To secure certain data center development projects, which require significant capital commitments in advance of deployment, we have in some cases relied, and expect to continue to rely, on arrangements with financing sources or partners who guarantee the lease obligations to support the development of data center capacity that is expected to host such partner s chips or computing infrastructure. Our ability to expand compute and infrastructure capacity through these arrangements in the future may depend on the continued willingness and ability of a limited number of CSPs, partners, and financing sources to enter into and perform under them .

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As of , our customers with $100,000 or more of revenue on a TTM basis included % of the Fortune 500 Global 2000 and % of the Fortune 10. 500. Across industries, enterprises deploy Claude in mission-critical production workflows underwriting insurance policies, authoring clinical study reports for life-saving drugs, detecting and remediating cybersecurity threats, and analyzing portfolios for asset managers. Claude has achieved particularly deep adoption in highly regulated sectors where the cost of unreliable AI is prohibitive and trust cannot be retrofitted.

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Our customer base has grown rapidly in both the number and scale of customer relationships, with organizations expanding from initial use cases into enterprise-wide production deployments. As of , we had over customers with $100,000 or more in of revenue on a TTM basis, up from as of .

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Several features of our culture are distinctive and difficult for any organization to replicate We Build What We Believe in, and We Use What We Build . We are one of the most intensive users of our own technology. As of , approximately % of code contributed to our codebase in was written by Claude Code, and Claude is embedded in workflows across all teams at the company. When every team relies on the product daily, the feedback loop between builder and user is compressed deficiencies surface rapidly, and improvements are felt company-wide.

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We Optimize for Talent Density . As of , with approximately employees, our Run-Rate TTM revenue per employee was approximately $ a reflection of extraordinary talent density and a culture built to compound it. Our employees are known internally as Ants a nickname that captures the collaborative, ego-light culture of the team. Ants include many of the researchers and developers defining the frontier of AI, alongside proven operators across disciplines. Shared purpose paired with low ego translates directly into less organizational friction and greater impact per employee. Claude compounds that impact further Ants use Claude across every function to take on work that would otherwise require substantially larger teams allowing us to remain remarkably lean relative to our output.

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As of , we had employees worldwide, a majority of our employees whom work in research, engineering, and product development functions. with employees located in the United States and employees located in non- U.S. jurisdictions. Our team includes researchers who originated several foundational advances in AI, including RLHF, Constitutional AI, GPT-2 and GPT-3, and mechanistic interpretability, who developed the first Responsible Scaling Policy to be formally adopted by a frontier AI lab tying safety evaluations to model capability thresholds, and who authored the foundational paper on Scaling Laws. Our team draws from a range of disciplines and includes award-winning computer scientists, physicists, neuroscientists, mathematicians, and policy researchers, as well as seasoned engineering and go-to-market leaders, united by the conviction that the most consequential technology in history requires the most talented team building it. We believe our culture and mission alignment enable us to hire and retain the talent required to continuously push the frontier of AI forward in a safe and responsible way.

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We believe frontier AI companies and governments should take action to strengthen the security of critical infrastructure against AI-related and other cyber threats, including by providing responsible model access, funding, training, and hands-on support, particularly for under- resourced critical-infrastructure defenders building observability and security tools working to ensure agentic identities are traceable and accountable sharing best practices in continuous monitoring investing in authorized testing, private disclosure, and verified remediation of vulnerabilities and sharing tools, playbooks, and threat assessments with governments, security partners, and open-source maintainers.

We believe that by fixing the most dangerous weaknesses, verifying the fixes, and sharing what works, frontier AI companies and governments can turn today s AI advances into lasting improvements in security that benefit everyone. We have committed up to $100 million in cyberdefense-related initiatives through Project Glasswing, and we expect to devote significant additional resources over time toward strengthening the security of AI systems and the critical infrastructure that depends on them. The scope, timing, and amount of any such future investments have not been finalized and remain subject to change based on business, regulatory, and other considerations, and there can be no assurance that these initiatives will achieve their intended effect.

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As part of these initiatives, w e will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic Public Benefit, LLC, our wholly owned subsidiary dedicated to the Company Purpose, subject to stockholder approval, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue up to an additional % of our then-outstanding equity to Anthropic Public Benefit, LLC (or other designee) each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average share price over the ten trading days prior to such issuance also exceeds that threshold. Our board of directors, a committee thereof, or such other parties as they direct, will determine the allocations and distributions of the equity over time in furtherance of our public benefit efforts. Although our board of directors has approved this framework, any future contributions will be made at the discretion of our board of directors.

In addition, we maintain a donation matching program through which employees can pledge a meaningful portion of their equity awards or equivalent cash proceeds to a donor-advised fund, and we match those donations with additional shares of our Class N common stock. As of , employees had made pledges under our donation matching program. In the same way our public benefit the Company Purpose defines how we direct our work as an organization, our donation matching program reflects a parallel commitment by our employees to direct their personal financial value created by that work toward the public good. We view our donation matching program as a meaningful expression of the Company Purpose and a reflection of the values that define our culture.

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While these models may be sufficient for enterprise workloads that prioritize cost efficiency over maximum intelligence, we believe our frontier models have been essential for the most complex, high-stakes, and reasoning-intensive enterprise use cases, where reliability, safety, auditability, and sustained agentic performance are non-negotiable requirements and where the greatest value can accrue.

We also face competition from a broader set of model providers. operating at or below the frontier. These include large companies, specialized AI labs and a growing range of other open-weight or open-source (shared weights, training data, and code) models released by state actors and international and domestic research organizations. While these models seek to prioritize cost efficiency over maximum intelligence, we believe our frontier models are highly effective and efficient across a broad range of workloads, from routine knowledge tasks to customers most important problems. We believe we compete favorably based on our ability to deliver the most capable models for the problems that demand the highest intelligence, as well as efficiently applying our models to complete everyday work to deliver high quality results at a lower cost.

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As part of our broader intellectual property strategy, we have invested in a patent program 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.

In addition to our patent program, we have an ongoing trademark and service mark registration program pursuant to which we register our brand names and product names, taglines, and logos in the United States and other countries, to the extent we determine appropriate and cost-effective. As of December 31, 2025, , we held 13 registered trademarks in the United States, with an additional 12 applications pending, and 128 registered trademarks in foreign jurisdictions, with an additional 262 applications pending.

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Such restrictions have already affected our offerings directly. For example, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models. In collaboration with the U.S. government and industry partners, we updated our safeguards, and we re-deployed our Fable 5 and Mythos 5 models once the U.S. government lifted its restrictions. If similar restrictions were to be imposed in the future, they may limit our ability to recruit talent, to fully utilize our existing workforce, to continue to improve our models, and to make our products available internationally. For more information, see the section titled Risk Factors Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets. Additionally, changes in the scope or application of export controls or other trade restrictions on AI accelerators and compute could impact our access to the infrastructure necessary to develop and deploy our models, platform, and applications. As this is an emerging technology area, governments are continuing to refine and could potentially expand the export controls and other trade restrictions applicable to AI models and related technologies. These restrictive governmental actions and any similar measures that may be imposed on U.S. companies by other governments could limit our ability to conduct business globally.

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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, weapons, the President of the United States stated that he had directed that all federal executive agencies cease using our technology. At the same time, the Secretary of War directed the Department of War to designate Anthropic as a supply-chain risk to national security and stated that effective immediately, no contractor, supplier, or partner that does business with the United States military may conduct any commercial activity with us. On March 4, 2026, the Department of War sent us two letters one pursuant to 10 U.S.C. 3252 and the other pursuant to Section 4713 of the FASCSA purporting that our models, platform, and applications present a supply chain risk. These actions referenced above are defined herein as Challenged Actions. We are vigorously challenging these Challenged 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 After first obtaining an order from the United States District Court for the Northern District of California that preliminarily enjoining enjoined the Department of War s directive and Section 3252 supply-chain risk designation of us and preliminarily enjoining enjoined the other defendant agencies from implementing the Presidential directive until final resolution of the lawsuit, by we subsequently, on August 27, 2026, obtained an order from the United States District Court for the defendants have filed a notice of appeal Northern District of this decision. California that largely granted summary judgment in our favor. The D.C. Circuit court of Appeals, however, denied our motion to stay ruled that the Secretary of War s Section 4713 designation of Challenged Actions were retaliatory acts meant to punish us as a supply-chain risk pending review on for speech protected under the merits. First Amendment to the United States Constitution and violated our rights under the Due Process Clause under the Fifth Amendment to the United States Constitution.

The court also held that the Secretary of War s actions violated the Administrative Procedures Act because they were in excess of statutory authority, contrary to law, and arbitrary and capricious. The court entered final judgment largely in our favor. The defendants filed a notice of appeal of the preliminary injunction. The D.C.

Circuit Court of Appeals, however, denied our motion to stay the Secretary of War s Section 4713 designation of us as a supply-chain risk pending review on the merits. The D.C. Circuit Court of Appeals has not yet ruled on the merits. We cannot predict the ultimate outcome of these lawsuits. While we continue to work with government agencies, we cannot be certain that the resolution of these lawsuits will not adversely affect our ability to sell to government agencies and other customers that sell products and services to the U.S. government, and thus on our business, financial condition, and results of operations.

Our governance structure and its goals 32 changes

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In measuring our public benefit performance, our board of directors will consider various objectives and standards, which may evolve over time as our business grows and as our understanding of our public benefit impact develops. We anticipate that these objectives and standards will address areas such as AI safety, be guided by five mission pillars that the responsible deployment technical problems of our technology, AI safety are solved, that AI safety is a universal practice backstopped by law, that AI strengthens democracy and global stability, that AI expands prosperity and human flourishing, and that AI s benefits are shared by everyone. We may also address the additional interests of our customers, partners, employees, and other stakeholder constituencies that we may identify from time to time. Neither our amended and restated certificate of incorporation nor our amended and restated bylaws will require that we measure our public benefit performance against an objective third-party standard, and our board of directors will be responsible for establishing and overseeing the objectives to promote and the standards by which to measure our public benefit performance. We currently expect that our objectives and standards will be qualitative in nature.

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We created the LTBT, which was designed to ensure that we are managed in a manner that properly responsibly balances our tripartite goals as a PBC (i) the pecuniary interests of our stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the Company Purpose. The LTBT is organized as a common law noncharitable purpose trust under Delaware law and governed by the Long-Term Benefit Trust Amended and Restated Trust Agreement (the Trust Agreement ). The LTBT is intended to operate as an independent body of Trustees with expertise in AI safety, national security, public policy, and social enterprise. The LTBT s arrangements are designed to minimize the LTBT s and the Trustees exposure to our financial performance and grant the Trustees sufficient independence to ensure we are striking this balance appropriately.

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Decisions regarding our business and affairs are made by our board of directors. While the LTBT has significant influence over our board of directors through its ability to generally elect and remove Class T directors, neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company. The LTBT s role is to select directors who are well-equipped to properly responsibly balance our tripartite goals as a PBC, and to support our management s decision-making through advice and guidance. Certain actions, such as a merger, consolidation, or sale of all or substantially all of our assets, will require the approval of our board of directors pursuant to Delaware law, a majority of whom are elected by the LTBT.

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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. The Class T common stock will not vote on the election or removal of directors elected by the holders of our Class A common stock and Class F common stock, who will be elected or removed solely by the holders of Class A common stock and Class F common stock, voting together. For a discussion of the members of the our board of directors who are currently Class T directors and those that will be Class T directors upon the completion of this offering, see the section titled Board of Directors.

Prior to nominating or removing a director, the nominating party must provide at least 30 days notice to the Company s nominating and corporate governance committee (the our NGC, ), which notice period is waivable by the our NGC in its discretion . Following the completion of this offering, our NGC will be composed of one Class T director and two directors who are not Class T directors and will act by majority vote.

With respect to one of the Class T director seats (the Specified Class T Director ), the LTBT s ability to nominate or remove that director is subject to the concurrence of the our NGC. If the our 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 E common stock If submitted to a vote of the holders of Class E common stock, approval of unless the LTBT s proposal elects to nominate or remove the Specified Class T Director will require a majority of the votes cast by withdraw the Class E common stock (subject to a quorum of a majority notice of the outstanding Class E common stock). nomination or removal.

If submitted to a vote of the holders of Class E common stock, approval of the LTBT s proposal to nominate or remove the Specified Class T Director will require a majority of the votes cast by the Class E common stock (subject to a quorum of a majority of the outstanding Class E common stock). The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

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The terms of the LTBT and the rights of the Class T common stock may be amended as follows (any of which, the Trust Amendment Threshold ) if the Trustees are voting in favor of such amendments, upon approval of a supermajority 80% of the authorized members of our board of directors (rounded up or down to the nearest whole number) and 80% of the Trustees then appointed if the Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments until the third anniversary of the completion of this offering, upon approval by (i) the Class F common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a majority of the votes cast by the Class E common stock (subject to a quorum of 40% of the outstanding Class E common stock), and (iii) a majority of the votes cast by the outstanding Class A common stock (subject to a quorum of a majority of outstanding Class A common stock) or at any time, upon approval by (i) the Class F common stock acting by decision of 66 2 3 % 3% of the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by the Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), and (iii) a majority of the votes cast by the Class A common stock (subject to a quorum of a majority of outstanding Class A common stock) or if no Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments, upon approval of 85% of the outstanding shares of Class A common stock.

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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, two are currently vacant.

The LTBT is governed by five Trustees. The Trustees have the authority to appoint the Trustees by majority vote of the Trustees then in office and to remove the Trustees by majority vote of the total number of authorized Trustees, provided that the LTBT must provide at least 30 days prior written notice to the our NGC before effecting any such appointment or removal. The notice period is waivable by the our NGC in its discretion. Trustees may also be removed by order of the Court of Chancery of the State of Delaware upon petition by a person designated by the Trust Agreement as having the power to enforce the agreement if a Trustee has engaged in serious misconduct disqualifying conduct and removal would best serve the purpose of the Trust. LTBT. Trustees will serve annual term s, and there is no limit to the number of terms a Trustee may serve. Trustees are selected based on their expertise in areas relevant to the LTBT s purpose, including AI safety, national security, public policy, social enterprise, and related fields. In practice to date, the Trustees and company executives have collaborated closely on sourcing, interviewing, and selecting Trustees. Of the five authorized seats for Trustees, two are currently vacant.

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Prior to serving as Federal Reserve Chairman, Dr. Bernanke served as chairman of the President s Council of Economic Advisers and as a member of the Board of Governors of the Federal Reserve System. Before his government service, Dr. Bernanke was a professor of economics and public affairs at Princeton University, where he also chaired the Economics Department. Subsequent to his government service, Dr. Bernanke served as chair of the Global Advisory Board of and senior advisor to Pacific Investment Management Company, a global fixed income investment management firm. Dr. Bernanke holds an A.B. in Economics from Harvard University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Dr. Bernanke was awarded the Nobel Prize in Economics in 2022.

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We provide funding to the LTBT, which holds all of our Class T common stock, to support its operations and the compensation of its Trustees. In the years ended December 31, 2023, 2024, and 2025, we paid $ $2,716,750 , $ $0 , and $ $906,089 , respectively , and $8,425,213 during the six months ended June 30, 2026, 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 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. our securities.

In addition, in August 2026, we made a $450,000 charitable donation to CNAS, of which Mr. Fontaine is the Chief Executive Officer. The donation will be used to support CNAS research examining how AI is reshaping global competition, national security, international security, democratic governance, and other issues related to emerging technology and security.

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We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah, as a group, are distinctly equipped to be stewards of our mission. Our co-founders have been instrumental in building our leadership position and establishing the mission-driven values that define our company. In addition, Dr. Amodei serves as our Chief Executive Officer and a member of our board of directors and Ms. Amodei serves as our President and Chairperson of our board of directors. Their long-term strategic vision has been critical to our success and will continue to guide our future. In our highly competitive industry, success requires visionary leadership, strong direction, and the kind of decisiveness necessary to make bold investments, pursue transformative opportunities, and compete effectively against formidable competitors, while also balancing the pecuniary interests of our stockholders with the Company Purpose and the best interests of those materially affected by our conduct.

We believe that our success depends 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 Immediately prior to the completion of this offering, we will issue a single share of Class F common stock, a special class of our common stock, to the Founder LLC, a limited liability company of which our seven co-founders will initially be the sole members and that will be managed by its members. 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 of capital stock as of the applicable record date with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.

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 may be admitted to the Founder LLC until the tenth anniversary of the completion of this offering. We refer to our seven co-founders and any successors in the Founder LLC as Continuing Founders. In addition, and regardless of the length of time that has elapsed since the completion of this offering or the circumstances that resulted in the removal of a Continuing Founder, one or more successor members may be admitted to the Founder LLC for an 18-month a 450-day transition period commencing when there are have been fewer than three Continuing Founders for 90 consecutive calendar days (the Class F Transition Period ) as needed to ensure that there are three Continuing Founders serving until completion of the Class F Transition Period. The admission of any successor member during the Class F Transition Period will not cure the event that commenced the Class F Transition Period or extend the Class F Transition Period. Upon completion of the Class F Transition Period, all of the Class F common stock and Class E common stock then issued and outstanding will be redeemed by us for no consideration and certain other governance changes will take effect. For additional information, see the section titled Description of Capital Stock.

A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing Founder s resignation as a member of the Founder LLC (ii) such Continuing Founder s death or incapacity (iii) with respect to each of our seven original co-founders, such original co-founder s ceasing to hold (together with such original co-founder s related holders) on any record date for a vote of our stockholders a number of shares of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as of the completion of this offering (including shares subject to options, RSUs, and other convertible securities) (iv) such Continuing Founder s removal for cause (as defined in the Founder LLC Agreement), which includes specified competitive activities described in the Founder LLC Agreement or (v) with respect to any successor member admitted to the Founder LLC prior to the tenth anniversary of the completion of this offering, other than a successor member admitted during the Class F Transition Period, the tenth anniversary of the completion of this offering.

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 (in the case of a matter submitted (subject to a vote at quorum of a meeting majority of our stockholders) or else no consent will be delivered with respect to the outstanding Class F A 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 and that would thus require the approval of the holders of the Class F common stock, certain matters, the Class F common stock will be voted in for the manner determined by proposal only if a supermajority greater threshold of the Continuing Founders agree, and if a supermajority of the Continuing Founders cannot agree on how greater threshold is not met, the Class F common stock will be voted with respect to such amendment, then against the proposal. See the section titled Description of Capital Stock Founder LLC Agreement Class F Common Stock will be voted against the amendment. Voting Mechanics.

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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.

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, 9 Benjamin Mann has been an integral part of Anthropic since its founding in January 2021 and, the approval by our stockholders given his role in establishing Anthropic, is often referred to as a co-founder. However, Mr. Mann is not a member of any merger, consolidation, sale the Founder LLC nor a Continuing Founder upon the completion of substantially all this offering, and accordingly will not participate in determining how the Class F common stock is voted. Except as set forth in this paragraph, references to our assets, or other major corporate transaction requiring stockholder approval. co-founders elsewhere in this prospectus do not include Mr. Mann.

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. 9 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.

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We founded Anthropic on the belief that the most transformative technology in human history demands an extraordinary level of responsibility, and that responsibility extends far beyond building safe systems. We intend to direct a meaningful portion of our resources toward ensuring that frontier AI is safe and its benefits are broadly distributed, which we refer to as our public benefit initiatives. These initiatives include the Initial Public Benefit Issuance and the future Public Benefit Issuances. In addition, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes. For additional information regarding these pledges, including related risks, see the section titled Risk Factors Risks Related to Ownership of our Class A Common Stock. Separate from the co-founders pledges, we also maintain a donation matching program through which employees can pledge a meaningful portion of their equity awards toward charitable giving, which we match with additional shares of our Class N common stock. Further, certain donor- advised 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.

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The Class E common stock will not have any right to vote except on two specified matters (or as otherwise required by law) the nomination or proposed removal of the Specified Class T Director or a change in the director designated as the Specified Class T Director (in circumstances where our NGC does not concur with the LTBT s proposed action) and certain proposals to amend the terms of the LTBT and the rights of the Class T common stock or to redeem the Class T common stock.

When voting upon a proposal to nominate or remove the Specified Class T Director or a change in the director designated as the Specified Class T Director (in circumstances where our NGC does not concur with the LTBT s proposed action), the requisite approval of the Class E common stock will require a majority of votes cast by the Class E common stock and quorum will require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock.

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Our amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, will authorize Class E common stock, which will be issued to our employees as follows (i) one share of Class E common stock for each six months of employment completed with us and (ii) one share of Class E common stock for each share of Class A common stock that such employee has pledged to donate through our donation matching program, or any similar program we may establish in the future. The timing for issuing the Class E common stock will be determined after the closing of this offering. Our co- founders will not receive any shares of Class E common stock, and to the extent that a holder of Class E common stock later serves as a successor to any co-founder s interest in the Founder LLC, they will not be able to vote any Class E common stock they hold during the period of such service. Following the completion of this offering, we expect to issue shares of Class E common stock on a basis.

Following an employee s separation from employment with us other than for cause, one-half of such employee s then-outstanding shares of Class E common stock will be automatically redeemed by us annually, and all of such employee s shares will be subject to immediate redemption by us automatically redeemed upon such employee s death, incapacity, termination for cause, or commencement of service with a direct competitor. All shares of Class E common stock will also be subject to immediate redemption automatically redeemed at such time as no Class F common stock remains outstanding. Any redemption of Class E common stock will be made for no consideration.

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. Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms a director may serve.

While the LTBT has significant influence over our board of directors through its ability to generally elect and remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company. The LTBT s role is to select directors who are well-equipped to make decisions in furtherance of the 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 responsibly balances (i) the pecuniary interests of our stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the Company Purpose.

The Founder LLC will also have significant influence over our business and affairs through its ability to vote 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 of capital stock as of the applicable record date with respect to matters submitted to stockholders generally. The Founder LLC will be able to elect and remove the directors other than the who are not 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.

We are considered a controlled company within the meaning of the Nasdaq Global Select Market corporate governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the power to elect a majority of the authorized members of our board of directors. As such, we are permitted to opt out of compliance with certain Nasdaq Global Select Market corporate governance requirements. Accordingly, if we elect not to comply with certain requirements, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance requirements. Although we qualify as a controlled company, we do not expect to rely on this exemption except with respect to our NGC, which will not consist entirely of independent directors. Our board of directors currently consists of a majority of independent directors and our audit and compensation committees currently consist entirely of independent directors.

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Management 25 changes

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The following table provides information regarding our executive officers and directors as of , 2026 Name Age Position(s) Electing Class(es) of Stock Following this Offering* Executive Officers Dario Amodei Chief Executive Officer, Co-Founder, and Director Classes A and F Daniela Amodei (2) President, Co-Founder, and Director Classes A and F Krishna Rao Chief Financial Officer Non-Employee Directors Reed Hastings (1)(2) Director Class T Christopher Liddell (1)(4) Director Class T Vas Narasimhan (3) Director Class T Yasmin Razavi (2)(3) Director Classes A and F ______________ * Upon completion of this offering, the holder of our Class T common stock will generally be entitled to elect a majority of the authorized members of our board of directors. The holders of our Class A common stock and Class F common stock, voting together as a single class, will be entitled to elect the remaining members of our board of directors.

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(4) Specified Class T Director

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The initial Class T directors will be , , , and .

The initial Class T directors will be Mr. Hastings, Dr. Narasimhan, Mr. Liddell, and one vacancy. Mr. Liddell will serve as the Specified Class T Director.

The holders of our Class F common stock and Class A common stock, voting together as a single class, will have the authority to elect and remove the remaining three directors, who will initially be Dr. Amodei, Ms. Amodei, and Ms. Razavi .

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Our amended and restated certificate of incorporation that will become effective immediately prior to the completion of this offering will provide that for so long as the Class F common stock remains outstanding, we will not have a classified board of directors, and all directors will be elected for annual terms. Each director s term will continue until the election and qualification of their successor, or their earlier death, resignation, or removal.

Following the Class F Sunset Time, our board of directors will shift to having a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time, our directors would be assigned by the then-current board of directors to a class. If the Class T common stock remains outstanding, the Class T directors and the remaining directors shall be allocated among the classes so that each class includes a proportionate number of Class T directors and other directors. Upon expiration of the term of a class of directors, directors for that class would each be elected for a three-year term at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director s term would continue until the third annual meeting of stockholders following their election and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors would be distributed among the three classes so that, as nearly as practicable, each class would consist of one-third of our directors.

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Our amended and restated certificate of incorporation that will become effective immediately prior to the completion of this offering will provide that, for so long as the Class F common stock or Class T common stock remains outstanding, our stockholders may act by written consent with respect to certain actions, including any action to elect or remove directors. Although stockholders will have the ability to take these actions by written consent, we value the perspectives of all of our stockholders and, in accordance with the listing rules standards of , the Nasdaq Global Select Market, we expect to hold an annual meeting of stockholders and to solicit the votes of holders of our Class A common stock in respect of relevant matters to be considered at such meeting, including the election of our directors other than the who are not Class T directors.

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Director Independence

Our board of directors has appointed Reed Hastings to serve as Lead Independent Director. As Lead Independent Director, Mr. Hastings will, among other things, preside over meetings of our independent directors, advise the Chairperson on the scheduling and agenda for board meetings and any other matters of concern to the independent directors, serve as a liaison between the Chairperson and the independent directors, and perform such other duties as specified in our amended and restated bylaws or as determined by the independent directors from time to time. Our board of directors believes that having a Lead Independent Director is an important component of sound corporate governance and provides an effective check and balance to ensure that the our board of directors can operate independently of management where appropriate, including with respect to performance evaluation and compensation matters.

Director Independence and Controlled Company Exemption

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, and affiliations, our board of directors has determined that Mr. Hastings, Mr. Liddell, Dr. Narasimhan and Ms. Razavi do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under the listing standards of the . Nasdaq Global Select Market. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled Certain Relationships and Related Person Transactions.

We are considered a controlled company within the meaning of the Nasdaq Global Select Market corporate governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the power to elect a majority of the authorized members of our board of directors. As a result, we may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our board of directors consist of independent directors the requirement that our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities and the requirement that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities.

If we elect not to comply with certain requirements, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Global Select Market corporate governance requirements. Although we qualify as a controlled company, we do not expect to rely on this exemption except with respect to our NGC, which will not consist entirely of independent directors. Our board of directors currently consists of a majority of independent directors and our audit and compensation committees currently consist entirely of independent directors. In the event that we cease to be a controlled company and our Class A common stock continues to be listed on the Nasdaq Global Select Market, we will be required to comply with the provision that our NGC be comprised entirely of independent directors within the applicable transition period.

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Following the completion of this offering, our audit committee will consist of , Mr. Liddell, Mr. Hastings and one vacancy, with Mr. Liddell serving as Chairperson. We expect to take advantage of a phase-in period under the Nasdaq Global Select Market corporate governance requirements that allows us to have at least one member on the audit committee upon the listing date of our Class A common stock, at least two members within 90 days of the listing date and at least three members within one year of the listing date. Our audit committee will consist of three members within one year of the listing date. In addition, each member of the audit committee will meet the requirements for independence under the listing standards of the Nasdaq Global Select Market and Rule 10A-3 under the Exchange Act. Each member of our audit committee will also meet the financial literacy and sophistication requirements of the listing standards of the . Nasdaq Global Select Market. We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Sarbanes- Oxley Act and all applicable SEC rules and regulations. In addition, Our board of directors has determined that each of Mr. Liddell and Mr. Hastings meets the requirements for independence under the listing standards of the Nasdaq Global Select Market and Rule 10A-3 under the Exchange Act, and each is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Following the completion of this offering, our audit committee will, among other things select a qualified firm to serve as the independent registered public accounting firm to audit our financial statements help to ensure the independence and performance of the independent registered public accounting firm discuss the scope and results of the audit with the independent registered public accounting firm, and review, with management and the independent registered public accounting firm, our interim and year-end results of operations prepare the report of the audit committee for inclusion in our proxy statements to be filed with the develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters review our policies on risk assessment and risk management review related person transactions and approve or, as required, pre-approve, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the . Nasdaq Global Select Market.

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Following the completion of this offering, our compensation committee will consist of , Dr. Narasimhan and Ms. Razavi, with Dr. Narasimhan serving as Chairperson. Dr. Narasimhan and Ms. Razavi will meet the requirements for independence under the listing standards of the . Nasdaq Global Select Market. Each of Dr. Narasimhan and Ms. Razavi will also be a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. Following the completion of this offering, our compensation committee will, among other things review, approve, and determine, or make recommendations to our board of directors regarding, the compensation of our executive officers review, approve, and determine officer and executive compensation goals, policies, plans, and programs administer our equity compensation plans, to the extent such authority is delegated by our board of directors review and approve and make recommendations to our board of directors regarding incentive compensation and equity compensation plans review and approve the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements, and other similar arrangements between us and our officers and other key executives appoint and oversee any compensation consultants review with management our disclosures under the caption Compensation Discussion and Analysis in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement and establish and review general policies relating to compensation and benefits of our employees.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the . Nasdaq Global Select Market.

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Following the completion of this offering, our NGC will consist of , with serving as Chairperson.

However, with respect to the Specified Class T Director, 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 E common stock. When voting upon a proposal to nominate or remove the Specified Class T Director, the requisite approval of the Class E common stock will require a majority of votes cast by the Class E common stock and quorum will require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock. The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Following the completion of this offering, our NGC will consist of Ms. Amodei, Mr. Hastings, and Ms. Razavi , with Ms. Amodei serving as Chairperson. Mr. Hastings and Ms. Razavi will meet the requirements for independence under the listing standards of the . Nasdaq Global Select Market. We will utilize the controlled company exemption from having an NGC composed entirely of independent directors, and our NGC will be composed of one Class T director and two directors who are not Class T directors. We believe that the composition and functioning of our NGC complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. Following the completion of this offering, our NGC will, among other things 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 our NGC will also have the right to receive 30 days prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder LLC or the proposed removal of such directors, as well as appointments and removals of the Trustees of the LTBT.

The Our NGC may waive such notice periods in its discretion. With respect to the Specified Class T Director, the LTBT s ability to nominate or remove that director or change the director designated as the Specified Class T Director is subject to the concurrence of the our NGC. These procedural requirements are intended to promote collaboration between the LTBT Trustees and our leadership in identifying and sourcing candidates to serve as LTBT Trustees or members of our board of directors, and do not give our board of directors the substantive ability to limit the LTBT s freedom to elect directors of its choosing. However, with respect to the Specified Class T Director, if our NGC does not concur with such nomination, removal, or change within 15 days of receiving notice, the matter may be submitted to a vote of the holders of our Class E common stock. When voting upon a proposal to nominate, remove, or change the Specified Class T Director, the requisite approval of the Class E common stock will require a majority of votes cast by the Class E common stock and quorum will require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock.

The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Our NGC will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable listing standards of the . Nasdaq Global Select Market.

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Executive compensation 3 changes

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Our Chief Executive Officer and our other executive officers do not set their own compensation, nor are they present when our board of directors sets their individual compensation. Our President reviews and advises on compensation for the seven co-founders but does not make specific recommendations on decisions, or participate in decisions related to her compensation or our Chief Executive Officer s compensation. Our President also provides her evaluation and makes recommendations with respect to base salary and equity awards for each other executive officer, which are considered by our board of directors as it ultimately makes its determinations. Our human resources team provides further analysis and feedback as requested by our board of directors with regard to the compensation of our executives.

Our human resources team provides further analysis and feedback as requested by our board of directors with regard to the compensation of our executives.

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We are dedicated to fostering high standards of ethical business conduct and adherence to applicable laws, rules, and regulations. Accordingly, we maintain our Insider Trading Policy, which we believe is appropriately designed to foster compliance with insider trading laws, rules, and regulations, and the exchange listing standards of the Nasdaq Global Select Market that will be applicable to us. Our Insider Trading Policy applies to all of our officers, directors, and employees, as well as designated consultants, and specifically prohibits ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our equity securities, such as prepaid variable forwards, equity swaps, collars, and exchange funds. Directors, officers, and other employees are prohibited from maintaining company securities in a margin account or otherwise pledging company securities as collateral for a loan, provided that certain limited exceptions may be permitted. In addition, we prohibit our executive officers, directors, and employees from purchasing or selling our securities while in possession of material, non-public information or otherwise utilizing such information for their personal benefit. We maintain a quarterly blackout window where applicable individuals may not trade.

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Certain relationships and related person transactions 5 changes

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We are party to an amended and restated voting agreement, dated as of May 28, 2026, under which certain holders of our capital stock, including entities affiliated with Spark Capital, have agreed to vote their shares of our capital stock on certain matters, including with respect to the election of directors. Upon completion of this offering, the voting agreement will terminate and none of our Class A common stock or N-Class Class N common stock stockholders will have any special rights under our amended and restated voting agreement regarding the election or designation of members of our board of directors. Dario Amodei and Daniela Amodei, who are both executive officers and members of our board of directors, are party to the voting agreement. Yasmin Razavi, a member of our board of directors, is a managing member of the General Partner of entities affiliated with Spark Capital.

In April 2026, we facilitated a tender offer whereby a syndicate of stockholders commenced a tender offer to purchase shares of our Class A common stock from certain of our securityholders for $259.1364 per share in cash. Dario Amodei and Daniela Amodei, who are both executive officers and members of our board of directors, Krishna Rao, one of our executive officers, and Holden Karnofsky, the spouse of Daniela Amodei, sold shares of our Class A common stock in the tender offer. An aggregate of 1 7,988,354 shares of our Class A common stock was were tendered in total pursuant to the tender offer for an aggregate purchase price of $4,661,437,298.

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Principal stockholders 3 changes

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Description of the securities 97 changes

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Shares eligible for future sale 10 changes

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Plan of distribution 9 changes

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Legal matters 1 change

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Notes to the financial statements 107 changes

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Note 1: Description of Business and Summary of Significant Accounting Policies 10 changes

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Note 2: Revenue 1 change

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Note 3: Investments 4 changes

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Note 4: Fair Value Measurements 5 changes

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Note 5: Goodwill and Intangible Assets 3 changes

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Note 6: Property and Equipment, Net 1 change

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Note 7: Leases 3 changes

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Note 8: Supplemental Financial Information 4 changes

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Note 9: Convertible Notes, Revolving Credit Agreement and SAFEs 4 changes

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Note 10: Redeemable Convertible Preferred Stock, Common Stock and 2 changes

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Note 11: Income Taxes 1 change

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Note 12: Net Loss per Share 3 changes

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Note 13: Commitments and Contingencies 5 changes

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Note 14: Segment and Geographical Information 3 changes

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Note 16: Subsequent Events 4 changes

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Exhibits 5 changes

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