Anthropic, PBC files S-1/A for IPO

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anthropicpbc-sx1.htm

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As filed with the Securities and Exchange Commission on October 26, November 2, 2026.

Registration No. 333- 333-299633

SE CURITIES SECURITIES AND EXCHANGE COMMISSION

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REGISTRATION STATEMENT

REGISTRATION STATE MENT

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LLC"). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of our board of directors, together with our five other co-founders, will initially be the sole members of the Founder LLC. Our Class F common stock, which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. Our Class F common stock will not have any economic rights. Upon Immediately prior to the completion of this offering, we will also authorize a special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. Our Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized

Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third party. Our Class A common stock is not convertible. See the sections titled "Risk Factors—Risks Related to our Governance Structure," "Our

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See the section titled " Risk Factors " beginning on page 26 27 to read about factors you should consider before buying shares of our Class A common stock.

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Select defined terms 4 changes

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" CSP " refers to a cloud services service 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, excluding subscribers to our Claude Pro, and Max, and Ultra plans, whose fixed-price subscriptions do not reflect the expansion and contraction behavior this metric is intended to capture. The Base Period is the three months ending a year prior to the measurement date. The Current Period is the three months ending as of the measurement date.

" open-weight " refers to an AI model whose trained model weights or the numerical parameters encoding the model's learned behavior, are publicly released, allowing third parties to download, run, and modify the model, subject to the terms of the model's license, without necessarily providing access to the underlying training data or code.

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" tokens " refer to numeric units into which an AI model converts the data it processes, including text, images, audio, and video, the number of which varies by the model and tokenizer applied. Tokens are the smallest individual units of data a language model processes and can correspond to words, subwords, characters, or bytes. A tokenizer is the component of a model that converts customer inputs into the sequence of tokens the model processes and then converts the processed tokens into the outputs provided to customers.

Prospectus summary 75 changes

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

This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled "Risk Factors," "Special Note Regarding Forward-looking Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and " "Our Governance Structure and Its Goals," as well as our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms "Anthropic," "the company," "we," "us," and "our" in this prospectus refer to Anthropic, PBC and its consolidated subsidiaries, and referen ces references to our "common stock" refer to our Class A common stock, Class N common stock, and Class F common stock (and, where the context requires, our Class T common stock and our Class E common stock).

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Anthropic was founded in 2021 by a team of researchers responsible for man y many of the breakthroughs that define AI. We are first and foremost a research lab—our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity. This mission directs our focus—along with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ $17.0 billion for the three months ended September 30, 2026 . This rapid and growing adoption generates two self-reinforcing dynamics—an improvement loop that advances Claude and an investment loop that helps fund our continued research in frontier AI.

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Approximately $ of these commitments are due in the next 12 months. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations" for more information.

Our Approach to Compute . We manage compute as a single, fungible pool from multiple strategic partners, and we dynamically direct available compute between workloads based on where the marginal unit is expected to be most productive at any given time. We believe that this approach to compute enables us to deliver superior models, serve more customers, and achieve greater productivity from our compute investment. This compute efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model development, meet growing demand from customers, and provide for internal usage of Claude. We have achieved this through our research breakthroughs and our multi-chip compute architecture across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for price and performance. . To support our research, model development, customer demand, and internal usage of Claude, we continue to invest at scale. As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ a pproximately $895.4 billion , substantially all of which is related to compute and infrastructure. These commitments include approximately $ $447.5 billion expected to be incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $69.8 billion of these commitments are due in the 1 2 months following September 30, 2026 . 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 loop from customer feedback are is 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 ability to coordinate across multiple instances and collaborate with both humans and other AI systems; and • the ability to interface with the physical world by digitally controlling laboratory equipment, robotic systems, and other machines through digital connections.

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2 IDC, The Economic Impact of AI: 2026 Edition, doc # US54452226, April 2026. Reflects cumulative economic impact as the sum of the annual impact estimated for each year from 2025 through 2031. Includes 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.

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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 Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context that their organizations grant them, which allows them to function more accurately and reliably. They can navigate and use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual 4 IDC, Worldwide Developer Population Growth Forecast, 2025–2029, doc # US53789825, September 2025.

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. 4 Claude Code. The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market's understanding of what an AI system could do in collaboration with software developers: the model suggests the next line of code and goes further by planning, writing, testing, and debugging—a process that results in production-grade code. Within months of its release, autonomous coding became the reference point for measuring the progress of frontier AI. For enterprise AI use cases, we believe the launch of Claude Code was comparable in its impact to the introduction of the first widely adopted conversational AI assistants. What makes Claude Code a Virtual Collaborator is its sustained reasoning, a harness that translates intent into actions, an execution environment that maintains a persistent state whether on a developer's machine or in a sandboxed cloud environment, integration with existing tools and systems, and a user-friendly interface. Its uses are highly varied and often surprising: for example, NASA engineers used Claude Code to plan and write navigation commands for the Mars Perseverance rover, resulting in the first AI-planned drive on Mars.

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Claude Cowork. All digital work is ultimately an expression of code, and Claude's mastery of it powers Virtual Collaborators capable of handling complex work far beyond software development. Claude Cowork extends the same agentic architecture of Claude Code to knowledge workers broadly by translating a user's intent into completed work, autonomously reading files, navigating applications, and executing multi-step workflows on a user's desktop while the underlying code is abstracted away. By extending beyond Claude Code with applications purpose-built for specific professions and industry verticals, we accelerate Claude's diffusion into new categories of knowledge work and deepen our presence across the enterprise. As of September 30, 2026, adoption of Claude Cowork, which we made available as a research preview in January 2026, outpaced the adoption Claude Code achieved at the equivalent point following its research preview release in February 2025.

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Today, enterprises rely on Claude to reason, plan, and execute across complex workflows with a level of trustworthiness and judgment that we believe was not previously available from earlier generations of AI.

Today, enterprises rely on Claude to reason, plan, and execute across complex workflows with a level of trustworthiness and judgment that we believe was not available from earlier generations of AI. Customers realize value from Claude in three primary ways: more productive employees, faster processes, and embedded intelligence in their products. As Claude's capabilities grow, our customers benefit and often broaden their adoption of Claude in new workflows. This expanding role reflects a broader shift in how Claude is used inside the enterprise, from a tool that responds to discrete prompts to a Virtual Collaborator.

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• Rapid Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into business-critical workflows and enabling the development of products built on Claude. We believe that enterprise customers achieve a compelling return on investment from Claude, as agentic workflows can drive both top-line growth and efficiency. This enables us to expand quickly with customers, as demonstrated by our Net Revenue Retention of approximately 900 % 900% as of September 30, 2026. Diffusion also accelerates as our models become more capable and efficient, allowing us to lower the cost per task for customers. For example, Claude Opus 5.5 reduced customer costs per task by approximately 40% compared to Claude Opus 5. Lower costs per task drive greater usage, which in turn drives broader diffusion of Claude. Our compute efficiency allows us to deliver these reductions while preserving our margins.

• Compute Efficiency . Our compute efficiency drives more intelligence from research and model development, and we believe this approach can support more customer and internal usage of Claude for the same amount of compute compared to other approaches. Our compute efficiency is demonstrated by revenue that grew 1,368% 1,127% year over year for the three months ended June September 30, 2026, compared to compute and infrastructure expenses that grew 300% 382% during the same period.

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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 September 30, 2026, we had raised an aggregate of $141.1 billion of capital and had cash and cash equivalents of $112.4 $95.6 billion and short- term investments of $19.3 $36.3 billion .

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• Enter New Markets . We intend to extend frontier AI to accelerate novel discoveries, reaching domains from healthcare and life sciences to robotics and physical work, where we believe compounding model capabilities can unlock transformative opportunities.

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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.

As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5 % 5% of our fully diluted shares as of June 30, 2026 (assuming full conversion of the Amazon Notes, as defined below), , to Anthropic Public Benefit Fund, LLC (the "Anthropic Public Benefit Fund"), our wholly owned subsidiary dedicated to the Company Purpose (as defined below) (such issuance, the "Initial Public Benefit Issuance"). Our board of directors has also approved a framework under which it may, in its discretion, issue shares of our Class N common stock to the Anthropic Public Benefit Fund (or other designee) representing up to an additional 2% of our then-outstanding shares (plus any shares subject to options, restricted stock units ("RSUs"), and other convertible securities and any shares held by the Anthropic Public Benefit Fund) each time our share price appreciates 50 % 50% above the prior share price milestone , beginning with our initial public offering price (the "Public Benefit Issuances"). In addition, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes. For additional information regarding these pledges, including related risks, see the section titled "Risk Factors—Risks Related to Ownership of our Class A Common Stock." Separate from the co-founders' pledges, we also maintain a donation matching program through which employees can pledge a meaningful portion of their equity awards toward charitable giving, which we match with shares of our Class N common stock.

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• Our A I AI models may behave in unintended, misaligned, or autonomous ways, including by taking harmful actions that no user or third party directed, which could adversely affect our reputation and brand, business, financial condition, and results of operations.

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• Our capital structure will concentrate voting power with the LTBT and the Founde r Founder LLC for the foreseeable future and will result in the LTBT and the Founder LLC having voting power that is not derived from or proportionate to economic interests in our company.

• Our focus on the long-term best interests of our company as a PBC, and the duty of our directors to balance the pecuniary interests of our stockholders, the best interests of those stakeholders materially affected by our conduct, and our the Company Purpose, may conflict with short-, medium-, or long-term financial interests and business performance, which may negatively impact the value of our Class A common stock.

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The information disclosed by through the foregoing channels could be deemed to be material information. As such, following the completion of this offering, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. We are not incorporating any of the information in such channels into this prospectus.

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We were incorporated as a Delaware PBC in January 2021. Our principal executive offices are located at 548 Market Street, PMB 90375, San Francisco, California 94104, and our telephone number is (415) 326-6303. Our website address is www.anthropic.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus and references to our website address in this prospectus are inactive textual references only. You should not consider information contained on our website to be part of this prospectus or rely on it in deciding whether to purchase shares of our Class A common stock.

"Anthropic," our logo, and our other registered or common law trademarks, service marks, or trade names appearing in this prospectus are the pro perty property of Anthropic, PBC. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the rights of any applicable licensor, to these trademarks and trade names.

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of our outstanding restricted stock units RSUs. See the section titled "Use of

section titled "Use of Proceeds" for more information.

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restated certificate of incorporation, including with respect to the election of a majority of our board of directors or as required by law. The share of our Class F common stock will be entitled to an aggregate number of votes that represents equals 50.1% of the total voting power of our outstanding shares of capital stock as of the applicable record date on all matters submitted to a vote of stockholders generally, including the election of the our directors other than the Class T directors. Shares of our Class E common stock will be entitled to one vote per share with respect to certain limited matters.

Shares of our Class E common stock will be entitled to one

vote per share with respect to certain limited matters.

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• the Initial Public Benefit Issuance, the shares of which (i) are considered legally outstandin g, outstanding, (ii) are not considered outstanding for accounting purposes while held by our wholly owned subsidiary, and (iii) accordingly will not be reflected as outstanding in our consolidated financial statements; and • the net issuance of shares of Class A common stock subject to RSUs outstanding as of September 30, 2026, for which the service-based vesting condition was will be satisfied as of the date of this prospectus offering and the performance-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, after giving effect to the withholding of shares of Class A common stock subject to such RSUs to satisfy the associated estimated tax withholding and remittance obligations (based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate) (the "RSU Settlement").

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• 1,774,342,693 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise price of $ $2.91 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, September 30, 2026, but for which (i) the service-based vesting condition was not satisfied as of such the date of this offering and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after September 30, 2026;

• shares of our Class A common stock and 848,882 shares of our Class N common stock issued after September 30, 2026 in connection with our acquisitions of privately-held companies; and • shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan (as amended and restated, the our "Donation Matching Plan"), of which shares related to employee pledges on vested equity awards that were issued after September 30, 2026 (the "Pledge Issuance");

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As of September 30, 2026

Class A common stock

Class N common stock

Class T common stock

Redeemable convertible preferred stock

Pro Forma Adjustments

Preferred Stock Conversion

Convertible Notes Conversion

Shares issued under treasury stock method (1)

Class F Stock Issuance

Class A common stock offered by us in this offering

Additional Adjustments

RSUs granted after September 30, 2026

Acquisition Issuances

Acquisition holdback shares (3)

Donation Matching Plan Vested Obligations (4)

Initial Public Benefit Issuance

(1) Reflects the net reduction in shares issuable upon exercise of outstanding stock options, which have a weighted-average exercise price of $ per share, assuming aggregate exercise proceeds of approximately $ billion are used to repurchase shares of Class A common stock 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.

(2) For more information about the terms of our convertible promissory notes, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes—Outstanding Notes."

(3) For more information about the terms of our acquisition holdback shares, see Note 15 to our consolidated financial statements included elsewhere in this prospectus.

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• a 10-for-one forward split of our Class A common stock and Class N common stock effected on September 17, 2026, including a proportional increase in the authorized shares of our capital stock, with all share, option, RSU, and per share information for all periods presented in this prospectus adjusted to reflect such forward split on a retroactive basis;

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

• no exercise of outstanding stock options or settlement of outstanding RSUs subsequent to September 30, 2026, other than the RSU Settlement; and • no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering.

• 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 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statements of operations data for the six nine months ended June September 30, 2025 and 2026, , and the summary consolidated balance sheet data as of June September 30, 2026, from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace our consolidated financial statements and related notes and are qualified in their entirety by our consolidated financial statements and related notes included elsewhere in this prospectus.

Our historical results are not necessarily indicative of the results that may be expected in the future and our results for the six nine months ended June September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or any other period. The following summary consolidated financial and other data should be read in conjunction with the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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Six Months Ended June 30,

Nine Months Ended September

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(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.

(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 $591 million and $3.3 billion for the nine months ended September 30, 2025 and (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 $20.1 billion and $72.4 $94.3 billion for the six nine months ended June September 30, 2025 and 2026, respectively. These changes were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

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Pro forma adjustment to record stock-based compensation expense related to RSUs for which the performance-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part Pro forma adjustment to eliminate the change in fair value recognized related to the convertible promissory notes Conversion Pro forma net loss Denominator:

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Weighted-average number of shares outstanding used to compute pro forma net loss per share, basic and diluted (1)(2) Pro forma net loss per share, basic and diluted (1)(2) ______________ (1) The unaudited pro forma net loss per share and pro forma weighted-average number of shares used in computing pro forma net loss per share give effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on January 1, 2025, , (ii) the Convertible Notes Conversion, as if such conversion had occurred on January 1, 2025, (iii) the elimination of the change in fair value recognized on convertible promissory notes that converted into shares of our redeemable convertible preferred stock during the periods presented and that convert in the Convertible Notes Conversion, in each case as if such notes had converted on January 1, 2025, (iv) stock-based compensation expense related to RSUs for which the service-based vesting condition was satisfied or partially satisfied, and as if the performance performance-based condition had been satisfied on January 1, 2025, of $ and $ for the year ended December 31, 2025 and the six nine months ended June September 30, 2026, respectively, (iv) (v) the net issuance of and shares of our Class A common stock upon the vesting and settlement of RSUs, for which the service-based service- based vesting condition was satisfied, and as if the performance performance-based condition had been satisfied on January 1, 2025, for the year ended December 31, 2025 and the six nine months ended June September 30, 2026, respectively, and (v) (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. The pro forma weighted-average number of shares does not give effect to the Initial Public Benefit Issuance, as shares of our Class N common stock held by our wholly owned subsidiary are not considered outstanding for accounting purposes.

(2) As of , September 30, 2026, unrecognized stock-based compensation expense not reflected in pro forma net loss per share was $ $24.1 billion related to RSUs for which the service-based vesting condition was not satisfied, and which is expected to be recognized over a weighted-average period of approximately 2.0 years , and $ $2.1 billion related to our other outstanding equity awards, which is expected to be recognized over a weighted-average period of approximately 1.4 years .

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As of September 30, 2026

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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 September 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on June September 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on June September 30, 2026, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $ related to RSUs subject to the RSU Settlement, and (v) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering.

(2) The pro forma as adjusted column gives effect to (i) the pro forma adjustments set forth above, (ii) the sale and issuance b y 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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Similarly, an each increase (decrease) of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) each of cash, cash equivalents, and short-term investments; working capital; total assets; additional paid-in capital; and total stockholders' deficit by $ , assuming the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

additional paid-in capital; and total stockholders' deficit by $ , assuming the assumed initial public offering price of $ per share (the midpoint of the estimated offering price range set forth on the cover page of this prospectus) remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

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Six Months Ended June 30,

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Risk factors 111 changes

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In addition, our increasing use of AI systems to accelerate our own research and development may cause the capabilities of our models to advance more rapidly than our ability to develop, validate, and implement corresponding safety, alignment, and security measures. Much of our evidence regarding the pace of such AI- driven acceleration is derived from lagging indicators, and our ability to forecast or measure the rate at which our capabilities are advancing, including any acceleration attributable to our most recent or unreleased models, is limited. As a result, we have in the past not identified, and may in the future not identify, a significant acceleration in our rate of development until after it has occurred. For example, our internal estimates and our expectations regarding future models, rather than our current models, indicate that we may imminently meet our Responsible Scaling Policy's definition of "dramatically accelerated progress attributable to AI." We have not designated any of our current models as exceeding this threshold, and we continue to assess the underlying data. We are also evaluating the implications of meeting the AI research and development capability threshold and will release further reports in the future as we set forth in our Responsible Scaling Policy. If our capabilities were to outpace our safety, alignment, and security measures, or if we were unable to anticipate the pace of such advancement, we may be unable to adequately assess or mitigate the resulting risks, which could increase the likelihood of safety incidents, regulatory intervention, or reputational harm, and could adversely affect our business, financial condition, and results of operations. In light of these uncertainties, including limits on our ability to observe the pace at which our capabilities are advancing, we have adopted, and may continue to adopt, precautionary safety, alignment, and security measures to allow our safety efforts to advance together with model capabilities. In the past these measures have included delaying the release of models and limiting their initial availability, such as with Mythos through Project Glasswing, and in the future, as we learn more about model capabilities and behavior, they could include additional measures that affect whether, , how, and when we develop or deploy new models or capabilities. We cannot predict with precision when we will determine that such measures are necessary, what measures will be required, or how long they will remain in place, and as the capabilities of our models advance, such measures may become more frequent and more costly. These measures could slow our capability gains relative to competitors that do not adopt similar constraints, and could adversely affect our competitive position, revenue growth, and results of operations.

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

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In addition to competition from third parties, our ability to secure compute is subject to allocation decisions by our CSPs. Although our CSPs are generally subject to contractual commitments with us regarding the provision of compute, our ability to obtain such capacity remains dependent on those providers' operational execution, adherence to the terms of such contractual provisions, and broader business considerations, such as capacity constraints, internal demand for compute to support their own AI and computing operations, relationships with or contractual obligations to third parties (which may include other AI companies), and risk management considerations. As a result, we may not receive the full amount of compute we seek, or such compute may not be delivered on the timelines we require, even where contractual arrangements are in place. Additionally, we have in the past sought quantities of compute from CSPs in excess of what those partners were willing to provide. If our CSPs reduce, limit, or fail to increase our allocations to keep pace with our growing requirements for any reason, we may need to seek alternative compute sources on less favorable terms or timelines, and we may be unable to secure adequate alternative compute, or any at all. In addition, certain of our compute providers and infrastructure partners depend on third-party financing or credit support to acquire chips and develop capacity, and if such financing or support becomes unavailable or more costly, contracted capacity may be delayed, repriced, reduced, or not delivered. Any such shortfall could constrain our ability to train models, serve customers, or maintain our competitive position.

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We have entered into, and expect to continue to enter into, long-term agreements for compute and other compute related 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 and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ approximately $895.4 billion , substantially all of which is related to compute and infrastructure. These commitments include approximately $ $447.5 billion expected to be incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $ of these commitments are due in the next 12 months. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations" for more information.

Approximately $69.8 billion of these commitments are due in the 12 months following September 30, 2026. 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 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 Electric grid infrastructure in the United States and other countries was not designed to accommodate the rapid increase in demand associated with AI development, and the lead times required to build new generation capacity, transmission infrastructure, and grid interconnections can extend for years. Demand on electric grid infrastructure is also increasing as a result of the increased electrification of homes, vehicles, and industry, and this growing demand is occurring at a time when power generation capacity additions, transmission expansion, and grid modernization efforts have not kept pace and certain existing generation resources are being retired, all of which has contributed to higher electricity prices and longer interconnection timelines in certain regions. We have publicly committed to covering the cost of electricity price increases to consumers caused by our data centers, including both the cost of electricity itself and the infrastructure necessary to deliver it.

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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 advance capital commitments with dedicated end users, we have in some cases relied, and expect to continue to rely, on arrangements for financing or with partners who guarantee the lease obligations to support the development of data center capacity that is expected to host such partner's chips or computing infrastructure. In addition, there are a limited number of qualified third-party vendors with the expertise we require and that support the particular infrastructure we wish to implement. Accordingly, we rely on this limited number of third parties for the construction, management, and operation of certain of our data center facilities, some of which have limited operating history or may have less experience operating data center infrastructure at the scale and complexity our operations require. In certain cases, these third-party operators are trained or supervised by our chip partners to manage facilities on our behalf but are not affiliates of those partners and may not have the same depth of expertise, operational resilience, or resources. Any failure by these third-party operators to perform as expected could disrupt our access to compute. In addition, safety or environmental incidents at facilities built or operated for us, whatever their cause, could expose us to claims, fines, or suspensions of construction or operations, the costs of which we may bear. We also depend on an extended network of suppliers, builders, and facility operators. If any of them engage in practices that are unsafe, unlawful, or contrary to the labor, human rights, environmental, or other standards we or our partners require, we could face legal liability, lose the ability to use affected suppliers or facilities, and suffer harm to our reputation, even where we did not direct or know of the conduct.

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

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In addition, to date we have financed our compute primarily under arrangements with CSPs, with costs recognized as compute is made available to us. We may in the future finance a greater portion of our compute on an upfront basis, including through capital finance leases , prepayments, debt-financed purchases of equipment, or similar arrangements. If we were to do so, we may incur significant cash outflows in advance of compute availability or related revenue, which could increase demands on our cash flows and liquidity and our need to raise additional capital. Such arrangements could also increase our capital intensity and alter our cash-flow profile.

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We may not be able to obtain additional financing on terms favorable to us, if at all. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, and operating performance and the condition of the capital markets at the time we seek financing. The equity and debt markets may experience extreme volatility and disruption from time to time, which could result in higher credit spreads in such markets and higher funding costs for us. If we are unable to generate sufficient revenue growth or obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop new models, platforms, platform, and applications, enhance our existing models, platform, and applications, and respond to business challenges may be impaired, and our business, financial condition, and results of operations may be adversely affected.

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We believe that our company culture is a critical component to of our success. We are a mission-driven company and our culture reflects a strong emphasis on the Company Purpose. Our ability to continue to cultivate and maintain this culture is essential to our growth and continued success. We face a number of challenges associated with our commitment to our company culture, including:

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Our mission-driven culture is one of our core characteristics that helps us to attract and retain key personnel and differentiate differentiates us in the market. If we are unable to maintain our culture, as well as balance our commitment to maintaining our culture with the demands of rapid growth, competition, and operating as a public company, our employee morale, engagement, and retention could suffer, requiring us to incur additional costs or adopt alternative recruiting strategies, which could adversely affect our business, financial condition, and results of operations.

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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 in the past and will likely continue to attempt to replicate, distill, extract, or otherwise derive the functionality or capabilities of our models through permitted or impermissible means, including through our research previews. These actions could reduce the technological differentiation of our offerings; enable the development of competing products at lower cost, with reduced research and development investment, or that replicate our models without safety controls or safeguards that were incorporated in our versions; implicate national security concerns or strain geopolitical tensions; and intensify competitive pressures. In addition, efforts to prevent or mitigate model replication, distillation, or other forms of extraction may require us to modify our models, platform, and applications, limit features or use cases, or implement technical safeguards that could reduce the usability or attractiveness of our offerings, slow adoption, and adversely affect customer demand and revenue. More broadly, as AI models are increasingly used to develop other AI models, the knowledge and techniques required to build frontier models may become more widely available over time, including through distillation, unauthorized access to or theft of model weights, or the diffusion of AI-assisted research and development capabilities across the industry. If the ability to develop highly capable models becomes more broadly available, our technological differentiation could erode and competition could increasingly depend on access to large-scale compute rather than on model development capability. In such an environment, access to sufficient compute on economical terms could become the primary constraint on our ability to train and serve competitive models, and our business, competitive position, and results of operations could be adversely affected if we are unable to secure compute at the scale or cost or on the timeline we require.

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Malicious actors have used, and may continue to develop novel or more sophisticated methods to use, our models in ways that violate our usage policy or seek to circumvent our model guardrails or safeguards through techniques such as prompt injection, adversarial inputs, or other methods, and use our models to engage in harmful activities, including developing weapons, generating fraudulent or misleading content, conducting cyberattacks, perpetratin g acts of violence, or to engage otherwise engaging in activities that would otherwise be prohibited under our usage policy or in violation of applicable law. Our customer onboarding diligence varies by access channel, and we do not and in certain situations cannot uniformly verify the identity of those who access our models or of our customers' end users, which may limit our ability to prevent access or recidivism by malicious actors or to enforce our usage policy or other policies.

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Our ability to detect and mitigate misaligned or unintended behavior depends in part on the effectiveness of our alignment evaluations, monitoring, and other oversight and control techniques, many of which rely on our models having a limited ability to evade or subvert such oversight. As our models become more capable, they have become better able to circumvent such techniques, including by concealing misaligned objectives or behaviors, and the effectiveness of our evaluation, monitoring, and control measures, and our ability to measure the degree to which our models are aligned, may decline as a result. In addition, models, including our own, have attempted, in incidents observed in our industry, to interfere with, manipulate, or subvert the mechanisms used to evaluate, grade, or oversee such models, including the systems responsible for assessing their performance or alignment. Models, used, including our own, that are used to assess the behavior of other models have engaged, and may in the future continue to, engage, in misaligned behavior. Such conduct described above could cause our evaluations to overstate the safety or alignment of our models and could further limit our ability to detect misalignment. If we become less able to detect or assess misalignment as our models advance, we may deploy models whose behavior we cannot adequately verify, which could increase the risk of undetected harmful conduct and misalignment, which could adversely affect our business, financial condition, and results of operations.

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F urthermore, Furthermore, while we continue to design and develop more sophisticated techniques to evaluate the safety and alignment of our models, the capabilities of our models could may have already advanced, and may continue to advance, at a rate that initiates the implementation of enhanced safety and testing measures as we have described in our Responsible Scaling Policy. If our evaluations, monitoring, or reviews indicate risks that we believe warrant further testing, we have in the past, and may in the future, delay, restrict, or decline to proceed with the release of a model. . For example, following incidents in 2026 in which our models gained unauthorized access to real computer systems during pre-release cybersecurity evaluations, we suspended certain of those evaluations, as well as higher-risk reinforcement learning environments. For more information about our approach to model releases, please see the section titled "Business—Safety Research is Core to Our Business—Our Business— Our Approach to Model Releases." Any decision to delay or restrict a release could adversely affect our competitive position and customer relationships, and adversely affect our business, financial condition, and results of operations.

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In the European Union ("EU"), the United Kingdom, ("UK"), and elsewhere, cybersecurity and AI-related incidents are subject to increasingly stringent reporting obligations. European regulators expect companies to provide detailed information about incidents under several laws and regulations, which we may not be able to provide within the prescribed time frame. timeframe. Similarly, in the United States, companies are increasingly subject to incident reporting obligations. In addition, other jurisdictions around the world have adopted, or may adopt, similar laws and regulations with similar implications. Any of the foregoing could result in regulatory action, litigation, customer attrition, or reputational harm that adversely affects our business. For more information regarding our incident reporting obligations, see the section titled "—Any security breaches or other incidents, including those that affect our networks, systems, or data, or the networks, systems, or data of our service providers, suppliers, or customers, could adversely affect our business, financial condition, and results of operations."

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

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If our models are involved in causing significant harm, we could be subject to legal claims, including personal injury or negligence claims, regulatory enforcement actions, criminal investigations, or other governmental efforts, which could result in costly litigation, significant financial judgments or settlements, disruptive remediation obligations, or a challenging regulatory landscape. We have taken steps to limit our liability for such matters—for example, through warranty disclaimers and limitations of liability in our terms of service— but those contractual protections may not be upheld, or may not apply to certain claims, or may otherwise be insufficient to limit our liability exposure under applicable law. Moreover, in some cases we have contractually assumed additional liability. For example, to facilitate independent testing and evaluation of our frontier models, we have agreed to indemnify certain external evaluators and testing vendors for specified losses arising from testing activities, including security incidents, data loss, data breaches, and other harms associated with such activities. Although our agreements with external evaluators and testing vendors generally limit the amount of our indemnification obligations, certain of these agreements require us to defend and indemnify the evaluator, without a cap on our liability, against certain third-party claims. These include claims arising from allegations that our models or their outputs, as used in the evaluator's authorized testing, infringe third-party intellectual property or other proprietary rights, as well as certain other claims arising from the testing or related engagement. Because our models may behave in ways that no user or developer intended, claims arising from such actions could result in substantial liability. O ur Our insurance policies also may not provide sufficient coverage to adequately mitigate the potential liabilities we face, especially where any one incident, or a group of incidents, causes disproportionate harm. In addition, with the scale of harm that could result from a catastrophic AI-related incident, no single insurer, and potentially the insurance industry in the aggregate, may have sufficient capacity or expertise to underwrite insurance commensurate with such exposure.

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

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Balancing Safety and Commercial Objectives . Our commitment to AI safety requires us to make difficult judgments that balance safety considerations against commercial objectives, competitive pressures, and stakeholder expectations. We often make judgment calls with respect to when we determine a model is safe enough to release and which capabilities to develop or restrict. For example, in April 2026, we initially released our frontier model, Mythos, as a gated research preview through Project Glasswing, available to select organizations for cybersecurity applications, rather than making it broadly available at launch due to its advanced capabilities in cyber vulnerability discovery. We expect that frontier models with similar or enhanced capability profiles, whether developed by us or by other AI labs, will continue to emerge, and that future Anthropic models exhibiting such capabilities may be subject to access constraints. More broadly, we believe it is important to assess the safety of our models not only at release but throughout their development. For models we anticipate will have novel capabilities or present novel safety risks, we plan to evaluate the safety of each stage of training, including pretraining, post-training, and internal deployment, and we may delay or pause a stage when we are not confident in our safety measures for that stage. For example, we recently chose to delay pre-training a new frontier base model for more than a month to allow time to further enhance our security measures related to preventing model weight exfiltration and protecting our intellectual property.

Balancing Safety and Commercial Objectives . Our commitment to AI safety requires us to make difficult judgments that balance safety considerations against commercial objectives, competitive pressures, and stakeholder expectations. We often make judgment calls with respect to when we determine a model is safe enough to release and which capabilities to develop or restrict. For example, in April 2026, we initially released our frontier model, Mythos, as a gated research preview through Project Glasswing, available to select organizations for cybersecurity applications, rather than making it broadly available at launch due to its advanced capabilities in cyber vulnerability discovery. We expect that frontier models with similar or enhanced capability profiles, whether developed by us or by other AI labs, will continue to emerge, and that future Anthropic models exhibiting such capabilities may be subject to access constraints. More broadly, we believe it is important to assess the safety of our models not only at release but throughout their development. For models we anticipate will have novel capabilities or present novel safety risks, we plan to evaluate the safety of each stage of training, including pre-training, post-training, and internal deployment, and we may delay or pause a stage when we are not confident in our safety measures for that stage. For example, we recently chose to delay pre-training a new frontier base model for more than a month to allow time to further enhance our security measures related to preventing model weight exfiltration and protecting our intellectual property. We are also considering additional measures, including updates to our Responsible Scaling Policy, to require human review and approval of certain decisions in our research and development processes as our models perform an increasing share of that work. There can be no assurance, however, that the safeguards or access regimes we adopt will prove adequate, that we will correctly identify which capabilities require restriction, or that constraints we impose will not be circumvented. These judgments are particularly consequential because, as AI systems become more capable, the potential severity of harm from misaligned or misused models increases correspondingly, and a wide range of stakeholders, including researchers and policymakers, have raised concerns that sufficiently advanced AI systems could pose catastrophic or existential risks to society if not developed and deployed responsibly. Our safety-focused approach is designed in part to mitigate such risks, but there can be no assurance that our efforts will be successful or that the broader AI industry will adopt similar safeguards. In particular, as AI systems become more autonomous and capable of taking consequential actions with less human oversight, there is a risk that such systems could, whether due to misalignment with human intentions, errors in objective specification, or self-preserving behaviors, take harmful actions independently and at scale without human intervention. Even if our own models do not cause such harm, a significant safety incident involving any frontier AI could trigger broad reputational damage to the AI industry, public backlash, and sweeping regulatory responses that could adversely affect our business. For example, in September 2026, media reports citing a senior Federal Trade Commission ("FTC") official indicated that the FTC has opened non-public investigations into the potential risks that increasingly autonomous AI systems may pose to consumers. In October 2026, the FTC issued a civil investigative demand to us seeking information about our consumer protection, data protection, and privacy practices, as well as the safety and security of our products. The scope of any investigation of us or its outcome, and any investigation, enforcement action, or adverse finding arising from this or similar inquiries could result in significant costs, require changes to how we design, test, or deploy our models, platform, and applications, or otherwise adversely affect our business, financial condition, and results of operations. We may misjudge these tradeoffs, either by being overly cautious and potentially losing market opportunities, or by being insufficiently rigorous and releasing models, platforms, or applications that cause harm. Even where human oversight mechanisms are in place, such mechanisms may prove insufficient in practice if the volume, speed, or complexity of autonomous agent actions exceeds the capacity of human reviewers to meaningfully evaluate and intervene, and any perceived failure of our oversight mechanisms could expose us to regulatory enforcement, liability claims, and reputational harm. For more information, see the section titled "—If the use of our AI models results in harm, whether through use by malicious actors or misuse by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and brand, business, financial condition, and results of operations could be adversely affected."

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Any safety-related controversy or incident, whether actual or perceived, and regardless of fault or frequency, could prove significantly damaging to our business. In addition, we have engaged with governments in Canada, the EU, the UK, United Kingdom, the United States, and other jurisdictions in connection with Project Glasswing and related frontier-capability programs, and we have positioned such programs, in part, to help provide the foundation for broader industry coordination on the responsible release of frontier models with cybersecurity and other advanced capabilities. The commercial viability of these and similar future programs may depend on sustained governmental and industry coalition support. If such coalitions fail to materialize, are perceived as exclusionary or anticompetitive, are rolled back, or result in mandates we cannot readily satisfy (including with respect to access, localization, monitoring, or reporting), our ability to commercialize models with Mythos-class capabilities, and the reputational benefits we derive from safety-focused positioning, could be materially impaired. For more information, see the section titled "—If we are unable to maintain and enhance our brand and reputation, our business, financial condition, and results of operations may be adversely affected."

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Regulators have used and could continue to use our disclosures as the basis for heightened scrutiny or more stringent requirements applicable to us compared to less transparent competitors. Additionally, our disclosures have provided, and may in the future provide, competitors with insights into our proprietary training and other sensitive processes, research priorities, and strategic concerns, without reciprocal transparency, which may be potentially competitively disadvantageous to put us at a competitive disadvantage. If we are unable to effectively manage the foregoing risks, our brand, reputation, and ability to compete could be adversely affected.

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If we are unable to successfully manage the foregoing risks related to our focus on and commitment to AI safety, our business, financial condition, and results of operations could be adversely affected.

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Our brand promotion activities may not be successful or generate the awareness or increased revenue we expect, and even if they do, any increase in revenue may not offset the significant expenses we incur in the efforts to build our brand.

The promotion of our brand requires us to make substantial expenditures, which we anticipate will increase as our market becomes more competitive. We have in the past faced, and may in the future face, challenges in building broader brand awareness and may fall behind competitors with more established or widely recognized brands. Our brand promotion activities may not be successful or generate the awareness or increased revenue we expect, and even if they do, any increase in revenue may not offset the significant expenses we incur in the efforts to build our brand.

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We currently derive substantially all of our revenue from a limited number of products and applications, primarily our Claude models and portfolio of applications that sit on top of the Claude Platform. This dependence on a narrower narrow set of offerings subjects us to various risks that could adversely affect our business, financial condition, and results of operations. .

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We may seek to expand into new products and markets, including areas outside of our current core competencies or where we have limited experience, and we may not successfully develop, commercialize, or support such offerings. Development timelines for AI models, platforms, and applications are uncertain, and new capabilities, even when continuously improved and released into our models, platform, and applications, may take significant time to achieve commercial scale. We may invest significant resources in products or services that fail to gain market traction, experience technical difficulties, face unexpected competition, lead to unexpected harm or societal impacts that do not align with our values, or generate insufficient returns to justify the investment. Additionally, we face other constraints on our ability to expand our offerings, including the ability to hire, retain, and motivate qualified AI researchers, engineers, and technical personnel; the capital intensity of developing and operating AI models, platforms, and applications which require substantial compute and infrastructure investment; and our limited portfolio, which may make it difficult to provide the comprehensive, integrated solutions that customers may expect.

If we are unable to successfully expand our product and service portfolio, if we fail to compete effectively with our current offerings, or if customer preferences shift away from our models, platform, and applications, our business, financial condition, and results of operations could be adversely affected.

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Many of our top customers are not subject to long-term contracts with us or have contracts with near-term expiration dates and are able to reduce or in some cases cease spending at any time and for any reason. Further, we have agreements with certain large customers which provide flexibility around financial commitments, termination rights, indemnification, and security obligations. Our top customers may vary spend levels period to period, and there can be no assurances assurance that our large customers will continue to spend at levels similar to prior periods.

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In addition, a significant portion of our revenue and accounts receivable is associated with transactions conducted with a limited number of CSPs that act as distribution and billing channels for our models. During the years ended December 31, 2023, 2024, and 2025 and the six nine months ended June September 30, 2026, revenue generated from sales to customers through CSP marketplaces represented approximately 11% , 32% , 47% , and 48% 44% , respectively, of total revenue. As of December 31, 2024 and 2025 and June September 30, 2026, net accounts receivable from sales through CSP marketplaces to customers represented 42% , 60% , and 58% 52% , respectively, of our net accounts receivable. These platforms bill end customers, collect payments on our behalf, and remit such amounts to us, net of applicable platform and other fees. Any change to, or termination of, one of our significant distribution relationships could adversely affect our business by disrupting customer access to our models, reducing usage, or increasing customer acquisition, onboarding, and migration costs. In these third-party arrangements, we generally maintain separate contractual arrangements with end customers governing access to, and pricing for, our models, independent of the applicable platform, and changes in, or termination of, a particular distribution relationship would not independently eliminate those contractual relationships.

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In order to operate and grow our business, including to fund our substantial compute commitments, we have incurred a substantial amount of debt, which requires significant interest and principal payments. As of September 30, 2026 , our total indebtedness was $6.2 billion , reflecting the aggregate principal amount outstanding under the convertible promissory notes issued to Amazon (through Amazon Web Services, Inc.)

In order to operate and grow our business, including to fund our substantial compute commitments, we have incurred a substantial amount of debt, which requires significant interest and principal payments. As of June 30, 2026, our total indebtedness was $6.2 billion , reflecting the aggregate principal amount outstanding under the convertible promissory notes issued to Amazon (through Amazon Web Services, Inc.) pursuant to the Convertible Note Purchase Agreement, dated as of September 19, 2023, by and between us and Amazon (the "Amazon 2023 NPA") and the New Convertible Note Purchase Agreement, dated as of November 22, 2024, by and between us and Amazon (the "Amazon 2024 NPA") (all such notes issued thereunder, collectively, the "Amazon Notes"). We may also incur additional indebtedness to meet our future financing needs. We have guaranteed the obligations of certain of our subsidiaries that are party to AI infrastructure arrangements, as well as pursuant to agreements we entered into in connection with an equipment lease with a third-party partner, Broadcom Inc. ("Broadcom"), in March 2026 to procure specialized AI accelerators and associated components (under (pursuant to which Broadcom intends to assign subsequently assigned a portion of such arrangement to a designated financial partner, and may further assign a portion of such arrangement to one or more additional financial partners) (together with any related lease entered into with an assignee, the "2026 Lease Arrangement"). In addition, we have the ability to issue, if needed, up to $42.0 billion in aggregate principal amount of convertible promissory notes to Broadcom or, subject to our consent (not to be unreasonably withheld), a designated financial partner pursuant to a note purchase agreement that we entered into with Broadcom in March 2026 (as amended to date, the "Infrastructure Partner 2026 NPA") to finance obligations under the 2026 Lease Arrangement. We may be required to use a substantial portion of our cash flows from operations to pay interest, principal, or other required payments on our indebtedness.

The delivery of shares of our Class N common stock upon conversion of our outstanding convertible promissory notes could result in dilution to our existing stockholders. Following this offering (after giving effect to the Convertible Notes Conversion), our outstanding convertible promissory notes will represent in the aggregate approximately % of our Class N common stock and % of our total outstanding common stock.

The delivery of shares of our Class N common stock upon conversion of our outstanding convertible promissory notes could result in dilution to our existing stockholders. Following this offering, assuming the conversion of our outstanding convertible promissory notes into an aggregate of shares of our Class N common stock, based upon the aggregate principal and accrued and unpaid interest on such notes as of September 30, 2026, and an assumed initial public offering price of $ per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), holders of our outstanding convertible promissory notes would collectively hold in the aggregate approximately % of our Class N common stock, which represents % of our total outstanding common stock following this offering. Pursuant to the terms of the Amazon Notes, to the extent that the full amount of such notes cannot convert into shares of our Class N common stock in connection with this offering as a result of the ownership cap applicable to the Amazon Notes, which may be waived at Amazon's election, the remaining balance of such notes will automatically convert, subject to Amazon's ownership cap, into shares of our Class N common stock at the applicable conversion price at the end of each fiscal quarter following this offering or, if such remaining balance of such notes does not convert before the applicable maturity date because of the applicable ownership cap, such balance will be repaid in cash at such maturity date. For more information about our convertible promissory notes, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes."

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In connection with the completion of this offering, the Amazon Notes will convert into Class N common stock, subject, in each case, to an ownership cap as set forth in the Amazon Notes, which may be waived at Amazon's election. In the event that any of the notes comprising the Amazon Notes cannot be fully converted without exceeding the ownership cap applicable to such notes, the balance of any such notes will remain outstanding and will automatically convert, subject to Amazon's ownership cap, into shares of our Class N common stock at the applicable conversion price at the end of each fiscal quarter following the completion of this offering. To the extent any of our convertible promissory notes remain outstanding, or if we issue any additional convertible promissory notes following the completion of this offering, we will be required to repay such note notes in cash at its their maturity, unless earlier converted or repaid pursuant to the terms of such note. In addition, we will be required to repay in full all amounts outstanding under the A&R Credit Agreement upon its maturity. However, we may not have enough available cash on hand or be able to obtain financing at the time we are required to make any repayments on outstanding convertible promissory notes or under the A&R Credit Agreement.

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As our company continues to grow and our industry evolves, the incentives to attract, retain, and motivate employees provided by our cash and equity awards or by future arrangements may not be as effective as in the past. Many of the companies with which we compete for highly qualified personnel have greater resources than we have and may be willing to offer more attractive compensation packages. We may need to invest significant amounts of cash and equity to attract and retain employees, resulting in substantial additional share-based stock-based compensation expense and dilution to the ownership of our existing stockholders, and we may never realize returns on these investments that are commensurate with the level of our expenditures. If the perceived value of our compensatory package declines or is subject to significant value fluctuations, it may adversely affect our ability to attract and retain highly skilled employees. In addition, we have a number of current employees, including our co-founders, who hold equity in our company or whose equity awards are or will become substantially vested upon the completion of this offering. This may be particularly true for certain of our longer- tenured and early employees, whose equity holdings may represent a significant portion of their personal wealth. As a result, it may be difficult for us to continue to retain and motivate these employees, and the value of their holdings could affect their decisions about whether or not they continue to work for us.

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We were founded in 2021 and launched our first commercial product, Claude, publicly in the first quarter of 2023. During this time, Since then, our business has grown rapidly. We operate in an industry characterized by rapid and unpredictable technological change, evolving safety and regulatory expectations, significant capital and compute requirements, and uncertain commercial adoption patterns. Our limited operating history and our evolving and nascent business and industry make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include our ability to:

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We have grown rapidly over the last several years, and therefore our recent revenue growth and financial performance should not be considered indicative of our future performance. In 2023, 2024, and 2025, our revenue was $41 million , $386 million , and $4.6 billion , respectively, representing year-over-year growth rates of 841% in 2024 and 1,088% , respectively. in 2025. In the six nine months ended June September 30, 2026 , our revenue was $16.3 $33.2 billion , representing a year-over-year growth rate of 1,300% 1,206% . We do not expect our revenue will continue to grow at comparable rates, and we cannot assure you that it will continue to grow at all. . Our recent growth may reflect early-stage adoption dynamics, the nascency of the AI market, and rapid initial customer expansion that may not be sustainable over time, and it may decline significantly and more rapidly than we anticipate, as our revenue base increases, as the market matures, and as a result of the other factors described below. We expect our revenue growth rate to decline over time. In addition, because the AI industry is very nascent, we have struggled to accurately forecast our revenue in the past and may struggle to do so in the future.

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Since 2021, we have experienced rapid growth in our employee headcount, number of customers, geographic reach, and our operations, and we expect this growth to continue. For example, the number of our employees increased from approximately 940 as of December 31, 2024 to approximately 5,300 as of September 30, 2026, and our revenue increased from $197 million for the three months ended December 31, 2024 to $ $17.0 billion for the three months ended September 30, 2026. . This growth has placed, and may continue to place, a significant strain on our management and our operational and financial resources.

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We have incurred net losses in each year since our founding, including net losses of $1.5 billion , $8.3 billion , and $42.0 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $104.0 billion for the nine months ended September 30, 2026 , and we may not achieve or sustain profitability in the future.

We have incurred net losses in each year since our founding, including a net loss of $1.5 billion , $8.3 billion , and $42.0 billion for the years ended December 31, 2023, 2024, and 2025, respectively, and $80.7 billion for the six months ended June 30, 2026 , and we may not achieve or sustain profitability in the future. These net losses included change changes in fair value of convertible notes, derivative liabilities, and SAFEs of $1.0 billion , $5.4 billion , and $34.3 billion for the years ended December 31, 2023, 2024, and 2025, respectively, , and $72.4 $94.3 billion for the six nine months ended June September 30, 2026 , primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods. While we have experienced significant revenue growth in recent periods, our business is highly capital intensive, and our ability to remain at the frontier of AI capabilities and secure sufficient compute depends in meaningful part on our ability to generate and sustain substantial revenue and improve our operating efficiencies. Further, our revenue growth may not be sustainable, and our rate of growth may decrease. We expect our costs will increase over time and our losses will continue as we expect to invest significant resources towards growing our business and operating as a public company.

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For example, as of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ approximately $895.4 billion , which may substantially increase our operating expenses and cash requirements. These expenditures and investments may be more costly than we expect and may not result in increased revenue or growth in our business. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.

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We account for award forfeitures as they occur. As of June 30, 2026, no stock-based compensation expense had been recognized for such RSUs because a qualifying event as described above was not probable . In the quarter in which this offering is completed, we will begin recording stock-based compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method. If this offering had been completed on June 30, 2026, we would have recorded $2.9 billion of cumulative stock-based compensation expense related to the RSUs on that date, and an additional $23.7 billion of unrecognized stock-based compensation expense related to the RSUs, would be recognized over a weighted-average period of approximately 2.1 years . In addition to stock-based compensation expense associated with the RSUs, as of June 30, 2026, we had unrecognized stock-based compensation expense of approximately $3.1 billion related to other outstanding equity awards, which we expect to recognize over a weighted-average period of approximately 1.3 years .

Subsequent We account for award forfeitures as they occur. As of September 30, 2026, no stock-based compensation expense had been recognized for such RSUs because a qualifying event as described above was not probable. In the quarter in which this offering is completed, we will begin recording stock-based compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method. If this offering had been completed on September 30, 2026, we would have recorded $8.2 billion of cumulative stock-based compensation expense related to June the RSUs on that date, and an additional $24.1 billion of unrecognized stock- based compensation expense related to the RSUs, would be recognized over a weighted-average period of approximately 2.0 years . In addition to stock-based compensation expense associated with the RSUs, as of September 30, 2026, we had unrecognized stock-based compensation expense of approximately $2.1 billion related to other outstanding equity awards, which we expect to recognize over a weighted-average period of approximately 1.4 years . S ubsequent to September 30, 2026, our board of directors approved the grant of RSUs, which grants will become effective as of the day prior to the effectiveness of the registration statement of which this prospectus forms a part. The grant-date fair value of each RSU subject to these awards will be equal to the price per share of the shares sold in this offering. These RSUs will vest upon the satisfaction of both a service-based condition and a performance-based condition as described above. only, generally over four years. Assuming a grant-date fair value of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, we would expect to record stock-based compensation expense of approximately $ billion related to such RSUs, over a weighted-average period of approximately years, commencing in the quarter in which this offering is completed. Following the completion of this offering, the stock-based compensation expense related to RSUs and other outstanding equity awards will result in increases in our expenses in future periods, in particular, in the quarter in which this offering is completed.

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• security breaches, technical difficulties, or interruptions to our models, platform, or application; applications;

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Certain success rates and similar AI performance metrics with respect to Claude referenced in this prospectus are measured using internal benchmarks developed and maintained by us. These benchmarks reflect our proprietary testing methodology and are based on tasks, data sets, datasets, and evaluation criteria selected by us.

Performance results derived from these internal benchmarks may not be replicable by customers, researchers, or other third parties who evaluate our models using different tasks, data sets, datasets, evaluation criteria, or computing environments. Accordingly, such metrics may differ materially from performance outcomes experienced by any particular customer or user in their specific deployment environment or use case, and should not be relied upon as indicative of the results any customer or user will achieve. Because AI performance benchmarking methodologies vary significantly across developers, such performance metrics as we measure them may also not be comparable to similarly titled or analogous metrics reported by other AI developers, and direct comparison of such metrics across companies may be misleading.

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Further, certain of our operating metrics are based in part on data reported to us by our third-party partners. If the internal systems and tools we use to track these metrics or if the data reported to us by our third-party partners undercount or overcount performance, or contain algorithmic or other technical errors, the data we report may not be accurate. While our operating metrics are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in these measurements. We may also refine or change our methodology for tracking certain operating metrics from time to time, to the extent practicable, including to improve overall accuracy and alignment with management's view of business and operating performance and as a result of acquisitions. Any of these updates may result in changes in certain business and operating trends and may impact comparability of these metrics across periods. Investors should not place undue reliance on these metrics as an indicator of our future or expected results. Moreover, these metrics may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics. See the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" for more information regarding our operating metrics.

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• AI-specific taxes, fees, reporting obligations, or other financial burdens; or • outright bans or moratoria moratoriums on activities material to our business or the businesses of our customers and partners.

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Our customers include U.S. and non-U.S. government agencies. Revenue from government agency contracts represented, in aggregate, approximately 1% less than 2% of our revenue in each of the periods presented in this prospectus ;

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For example, in February 2026, in response to our publicly stated position that our technology should not be used for mass domestic surveillance or fully autonomous weapons, the President of the United States stated that he had directed that all federal executive agencies cease using our technology. At the same time, the Secretary of War directed the Department of War to designate us as a "supply-chain risk to national security" and stated that "effective immediately, no contractor, supplier, or partner that does business with the United States military may conduct any commercial activity" with us. On March 4, 2026, the Department of War sent us two letters—one pursuant to 10 U.S.C. § 3252 and the other pursuant to Section 4713 of the Federal Acquisition Supply Chain Security Act ("FASCSA")—asserting that our models, platform, and applications present a supply-chain risk. These actions referenced above are defined herein as "Challenged Actions." We vigorously challenged these Challenged Actions in Anthropic PBC v. Department of War, et al. (N.D. Cal.) and A nthropic Anthropic PBC v. Department of War, et al. (D.C. Cir.). After first obtaining an order from the United States District Court for the Northern District of California that preliminarily enjoined the Department of War's directive and Section 3252 supply-chain risk designation of us and preliminarily enjoined the other defendant agencies from implementing the Presidential directive until final resolution of the lawsuit, we subsequently, on August 27, 2026, obtained an order from the United States District Court for the Northern District of California that largely granted summary judgment in our favor. The court ruled that the Challenged Actions were retaliatory acts meant to punish us for speech protected under the First Amendment to the United States Constitution and violated our rights under the Due Process Clause of the Fifth Amendment to the United States Constitution. The court also held that the Secretary of War's actions, particularly with respect to 10 U.S.C. § 3252, violated the Administrative Procedure Act because they were in excess of statutory authority, contrary to law, and arbitrary and capricious. The court entered final judgment largely in our favor. The defendants filed a notice of appeal of the preliminary injunction. The D.C. Circuit Court of Appeals, however, denied our motion to stay the Secretary of War's Section 4713 designation of us as a supply-chain risk pending review on the merits.

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Our relationships with our strategic partners—whether with these CSPs, who which simultaneously serve as our investors, customers, distribution partners, and competitors, or with Broadcom, which simultaneously serves as a supplier and lessor—create potential conflicts of interest that are difficult to fully anticipate or mitigate. These CSPs may prioritize their own compute needs or those of their other customers, including competitors in which they have invested, may gain insight into our operations and compute requirements through their roles as providers that could inform their competitive strategies, or may make business decisions regarding their platforms that disadvantage our models, platform, and applications relative to their own offerings or the offerings of other companies they support. Similarly, Broadcom may prioritize the supply of AI accelerators and infrastructure capacity to other customers, alter the terms of our equipment lease or the operation of our dedicated facilities, or make decisions regarding the availability or pricing of hardware that adversely affect our access to the compute infrastructure they provide. it provides. Any deterioration in these relationships, or any decision by Amazon, Google, Microsoft, or Broadcom to reduce their support for our models, platform, and applications or limit our access to compute, could adversely affect our business. In addition, such relationships, including any exclusive or preferential arrangements, investment ties, bundling of services, or cooperative initiatives, have attracted and may in the future attract antitrust or competition law scrutiny from regulators and private plaintiffs in the United States or other non-U.S. jurisdictions, and any resulting investigations, enforcement actions, or required modifications to our business arrangements could be costly, distracting, and harmful to our business.

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We also procure certain compute and infrastructure equipment directly and operate them it in dedicated data center facilities leased and operated on our behalf, to our specification. For example, under the 2026 Lease Arrangement, the rent payments over the five-year equipment lease are equal to an aggregate of approximately $125.2 billion excluding interest, with rent payable in quarterly installments and payment obligations typically commencing upon AI infrastructure equipment becoming "ready for service" at the applicable data center facility. The 2026 Lease Arrangement is non-cancelable by the parties to such agreement during the applicable lease period except in the case of a default. In addition, we deposited cash into a restricted account in April 2026 for the benefit of Broadcom to secure compute capacity, , which amount may be released or applied toward obligations under the lease depending on the satisfaction of specified conditions. Under certain circumstances, we may be required to place additional cash into this restricted account for future amounts due under the 2026 Lease Arrangement. Upon the occurrence of certain uncured events of default, such as certain payment or performance failures pursuant to the terms of the 2026 Lease Arrangement, a substantial portion of our obligations under the 2026 Lease Arrangement would be accelerated and, while we have access to multiple sources of capital and are not dependent on the potential financing capacity provided in the Infrastructure Partner 2026 NPA that we entered into in connection with the 2026 Lease Arrangement, we may not be permitted to elect to issue the convertible promissory notes under the Infrastructure Partner 2026 NPA to finance such obligations. Furthermore, we may in the future continue to directly procure such data center infrastructure and we may also undertake other efforts to build out our own compute and infrastructure and invest more deeply in the compute supply chain, which could result in significantly higher upfront costs and adversely affect our financial condition and results of operations. For more information about such lease arrangements, see the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations" and "—If our actual compute requirements differ materially from our projections, we may fail to secure sufficient compute to meet our needs or we may be committed to excess compute that remains underutilized." We have limited experience in managing such data center infrastructure projects at scale. Successfully executing on these data center infrastructure initiatives requires us to recruit personnel with relevant experience and manage complex multi- year deployment timelines and relationships with developers, contractors, and service providers.

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In addition, our strategy and customer mix expose us to competitive and execution risks as the AI market continues to evolve. We have organized our research priorities, our product roadmap, and our go-to-market and Applied AI teams around enterprise use cases, and much of the diffusion of Claude to date has been organic— driven by individual users, including software developers and prosumers, who adopt Claude and often serve as internal champions for its broader adoption within their organizations—rather than by a large direct sales organization. This approach has allowed us to scale with a smaller team relative to other large enterprise technology companies, but it assumes that our applications and distribution will be sufficient to deliver the capabilities of our models to customers and that individual adoption will continue to translate into organizational adoption and expansion. Companies with stronger consumer-facing businesses, larger consumer user bases, more established brands, broader distribution, or deeper customer relationships may choose to increase their focus on enterprise customers or enterprise use cases and could leverage their scale, resources, and market presence to compete more effectively with us. In particular, if such competitors capture the individual users from whom our enterprise adoption often originates, whether through their consumer applications, by integrating AI functionality into products those users already use, or otherwise, our pipeline of enterprise opportunities could be reduced in ways that a direct sales organization of our current scale may not be able to offset. Building a substantially larger sales organization, or shifting investment toward consumer and application-layer products to compete for those users, would require significant time and resources beyond our current plans and would involve the tradeoffs described in the section titled "—We face intense competition, and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected." Because we have a limited operating history with our current business model and go-to- market strategy, we have less experience predicting customer adoption, expansion, and retention patterns, and customers may be slower than expected to adopt our models, platform, and applications or expand usage. Any failure to successfully scale our operations or effectively execute on and refine our go-to-market strategy could adversely affect our business, financial condition, and results of operations.

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Our product and investment decisions are informed in large part by our commitment to AI safety, expanding our models, platform, and applications securely and responsibly, and providing high quality high-quality customer support, all of which, in addition to our status as a PBC, may not necessarily maximize short term financial results. While we generally believe that our product and investment strategy will improve our long-term short-term financial results. we regularly make product and investment decisions that may or may be perceived to negatively impact our short- term revenue or ability to achieve and sustain profitability. For example, we have in the past delayed the release of new models or features, limited their availability, imposed usage restrictions, or constrained certain functionality until we determined that sufficient safety testing, evaluations, or mitigations were completed, such as with Mythos through Project Glasswing, which may have had a negative impact on our short-term revenue, and we may do so again in the future.

While we generally believe that our product and investment strategy will improve our long-term financial results, we regularly make product and investment decisions that may or may be perceived to negatively impact our short-term revenue or ability to achieve and sustain profitability. For example, we have in the past delayed the release of new models or features, limited their availability, imposed usage restrictions, or constrained certain functionality until we determined that sufficient safety testing, evaluations, or mitigations were completed, such as with Mythos through Project Glasswing, which may have had a negative impact on our short-term revenue, and we may do so again in the future.

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In addition, as we focus on responsibly growing our customer base and engagement across our models, platform, and applications, we may make product, pricing, or access decisions that lead to less lower short-term profits or engagement compared to our competitors. Customers, partners, or investors may not agree with or fully understand these decisions and may perceive them as limiting our competitiveness or commercial potential, which could adversely affect our reputation, customer relationships, market adoption, or valuation.

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War, terrorist attacks, and other acts of political violence, or any significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood, or significant power outage, may disrupt our operations, mobile networks, the internet, data centers, or the operations of our partners or third-party service providers, and the impact of climate change may increase these risks. In particular, our corporate headquarters are is located in the San Francisco Bay Area, a region known for seismic activity and increasingly for the threat of fires. In addition, any public health crises, pandemics, political crises, terrorist attacks, war and other political or social instability, other geopolitical developments, or other catastrophic events, whether in the United States or in non-U.S. geographies, may adversely affect our operations or macroeconomic conditions. For example, an act of terrorism, armed conflict, or escalation of geopolitical tensions could result in physical damage to or destruction of data centers and other critical infrastructure, whether owned or operated by us or our third-party providers, as well as disruptions to power, cooling, or network connectivity necessary to operate such facilities.

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Third-party models, platforms, and applications are constantly evolving, and we may not be able to modify our models, platform, and applications to assure their compatibility with that those of other third parties. In addition, some of our competitors may be able to disrupt the operations or compatibility of our models, platform, and applications with their models, platforms, or applications, or exert strong business influence on our ability to, and the terms on which we, operate our models, platform, and applications. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our models, platform, and applications or gives preferential treatment to competitive models, platforms, or applications, whether to enhance their competitive position or for any other reason, the interoperability of our models, platform, and applications with these products could decrease and our business, financial condition, and results of operations could be adversely affected. Further, if we are not permitted or able to integrate with these and other third- party applications in the future, our business, financial condition, and results of operations could be adversely affected.

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The application of certain copyright law doctrines and contractual interpretations of open-source licenses to modern AI model training have not been authoritatively resolved by U.S. and non-U.S. courts as of this date.

The application of certain copyright law doctrines and contractual interpretations of open-source licenses to modern AI model training has not been authoritatively resolved by U.S. and non-U.S. courts as of this date. We have a good faith belief that we own or possess all sufficient legal rights and/or defenses to the training data used in or with our AI models, platform, and applications, which is based in part on our belief that our use or acquisition of the training data used in or with our AI models, platform, and applications constitutes "fair use" of such training data under copyright law doctrine. In addition, copyright laws in some jurisdictions outside the United States generally do not recognize fair use, and our reliance on analogous exceptions is subject to evolving conditions and to adverse or unsettled judicial interpretation in those jurisdictions. If a court of law disagrees with our belief that our use or acquisition of such training data constitutes fair use or otherwise concludes that it violates copyright law, for example, by adopting the reasoning in Bartz (as defined below), including without limitation in currently active litigation against us or another company in our industry, our business may be adversely affected. In particular, adverse rulings in litigation involving other AI developers, regardless of the specific facts, data practices, or legal theories at issue in those cases, could establish legal precedents or interpretations of copyright law that apply broadly across the industry and limit our ability to train, develop, or deploy AI models, even if our own data procurement and usage practices differ. Such outcomes could restrict access to certain categories of training data, narrow the scope of available legal defenses, or impose new licensing, compliance, or operational requirements across the AI industry. For example, if we cannot rely on the fair use doctrine to access copyrighted work for training our models, we may be required to pay significant fees to obtain a license to such training data or our ability to further develop our models, platform, and applications and distribute models trained on such data at issue could be adversely affected. In addition, an adverse ruling against us or another company in our industry could result in injunctive relief that restricts our ability to use or distribute models trained on the data at issue or could require us to retrain affected models from scratch at substantial cost. If we are unable to manage the foregoing risks, our business, financial condition, and results of operations could be adversely affected.

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We are subject to a range of laws and regulations in the EU, the United States, and other jurisdictions, and other legal obligations relating to privacy, data protection, and the collection, use, transfer, storage, and other processing of data. These laws, regulations, and other legal obligations vary across jurisdictions, and include comprehensive frameworks such as the General Data Protection Regulation 2016/679 ("GDPR"), laws that impose sector-specific obligations, and those that impose specific requirements or restrictions on the handling of particular types of data, such as personal data that is considered sensitive. These obligations are not harmonized, continue to evolve in scope, present technical and operational complexities and challenges, and may conflict or impose overlapping or inconsistent obligations. Further, these laws and regulations, as well as other laws and regulations not originally enacted to address privacy or data protection, continue to evolve as they are applied to new technologies, including AI, and may be interpreted or enforced in ways that are inconsistent, unclear, novel, or subject to significant regulatory discretion. Additionally, plaintiffs, class action counsel, state attorneys general, and other claimants continue to pursue claims against artificial intelligence AI companies relating to data handling, privacy, and cybersecurity; similar disputes could arise against us and they could take the form of privacy, cybersecurity, breach of contract, tort, or other claims. New or evolving laws, regulations, regulatory interpretations, claims, and novel or inconsistent application of existing laws and regulations to us, or our evolving contractual or other legal obligations, including those that arise as we seek to enter into new markets or product offerings, may require us to modify our models, platform, and applications, policies, and practices, delay or limit the development or deployment of certain features, increase compliance and litigation costs, and result in fines or penalties.

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We have in the past faced and in the future may face risks of phishing schemes and other cyberattacks, including by nation-states and state-sponsored actors, that continue to evolve in sophistication and volume, and may inherently be difficult to detect. Our proprietary model weights, corporate and financial data, and other core intellectual property represent particularly high-value targets for state-sponsored espionage and theft, and security researchers have identified frontier AI companies as priority targets for non-U.S. intelligence services. The efforts of such state-sponsored actors to target us will likely increase over time, especially as we develop models with next-generation capabilities, and they may specifically target models which have not, or have not yet, been released to the general public. For example, state-sponsored actors may conduct cyberattacks specifically targeting Mythos in light of its advanced cyber vulnerability discovery capabilities. state-sponsored actors may conduct cyberattacks specifically targeting Mythos.

Our security capabilities continue to evolve, and certain aspects of our security program may not be sufficient to fully address the most sophisticated malicious actors, including well-resourced nation-state or state-sponsored groups, especially as those groups develop or obtain more powerful technology, which may include AI technology with offensive capabilities similar to those displayed by Mythos. While we are actively investing in and enhancing our security infrastructure and controls, we have operated in the past, and may in the future operate, for periods of time with known limitations or gaps in our defenses as we continue to mature our security posture, and no information security program can be expected to prevent all possible incidents. There can be no assurances assurance that we will be able to prevent or adequately detect and defend against all cyberattacks or other cybersecurity incidents affecting our systems, including incidents caused by nation-state and state- sponsored actors. An unauthorized exfiltration of our model weights could enable adversaries to bypass significant research investment, eliminate key competitive advantages, and potentially raise national security concerns if such technology is acquired by malicious actors. Further, if our model weights were obtained by unauthorized actors, such actors may be able to deploy such models outside of our usage policies, policy, safety mechanisms, or monitoring frameworks, which could enable harmful or misuse scenarios that our safeguards are designed to prevent and could subject us to regulatory, reputational, or public scrutiny for having developed such capabilities.

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We employ automated data collection across the web and use other methods to collect data for training our AI models, and such activities may subject us to liability or limit our ability to use the collected data, which may adversely affect our business, financial condition, or and results of operations.

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Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an unfavorable judgment which may not be reversible upon appeal. The terms of a judgment may require us to cease some or all of our operations or require the payment of substantial amounts. Any of these events could cause our business, financial condition, and results of operations to be adversely affected. as a result.

We collect, integrate, and analyze data via agreements from multiple sources, including data provided by our customers and users and data sourced from third parties under contractual arrangements, and such activities may subject us to liability or limit our ability to use the collected data, which may adversely affect our business, financial condition, or and results of operations.

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Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an unfavorable judgment which may not be reversible upon appeal. The terms of a judgment may require us to cease some or all of our operations or require the payment of substantial amounts. Any of these events could cause our business, financial condition, and results of operations to be adversely affected. as a result.

We also offer to indemnify our contract counterparties for certain third-party infringement claims against them, and such indemnification obligations may be excluded from contractual limitation of liability provisions that limit our exposure. In certain cases, our indemnification obligations may be broad or unlimited in scope, which could expose us to significant contingent liabilities, particularly given the unsettled nature of intellectual property law as applied to AI-generated outputs and the potential for claims to arise from a wide range of customer use cases that we cannot predict or control. For example, certain of our agreements require us to defend and indemnify the counterparty, without a cap on our liability, against third-party claims alleging that our models, or outputs generated by our models, infringe third-party intellectual property rights. In addition, as described in the section titled "—We may be exposed to liability, litigation, and regulatory action arising from harms associated with our AI models, and our contractual protections and insurance may be insufficient, any of which could adversely affect our business, financial condition, and results of operations," certain of our agreements with external evaluators and testing vendors require us to defend and indemnify the evaluator, without a cap on our liability, against certain third-party claims, including claims of intellectual property infringement. Third-party infringement claims may require us to initiate or defend protracted and costly litigation on behalf of our customers and distribution partners, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our customers and reseller distribution partners, may be required to modify our allegedly infringing models, platform, and applications to make them non-infringing, non- infringing, or may be required to obtain licenses under the infringed intellectual property rights. If we cannot obtain all necessary licenses on commercially reasonable terms or are unable to modify our models, platform, and applications or technology so that they are no longer infringing, our customers may be forced to stop using our models, platform, and applications, and our distribution partners may be forced to stop selling our models, platform, and applications. Even if we do not litigate these matters to a judgment, we may be required to settle such litigation on terms that are unfavorable to us.

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Additionally, if we are unable to license technology from third parties, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and may require us to use alternative technology of lower quality or performance standards. This could limit or delay our ability to offer new or competitive offerings and increase our costs. Third-party software we rely on may be updated infrequently, unsupported, or include errors or vulnerabilities that may not be resolved in a timely manner, any of which may result in errors in our own models, platform, and applications or expose our models, platform, and applications to vulnerabilities. Any impairment of the technologies or of our relationship with these third parties could adversely affect our business, financial condition, or and results of operations.

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As we increase our non-U.S. sales and business, our risk of violating these laws may increase. Non-compliance with applicable anti-corruption and anti-bribery laws, anti-money laundering laws, and similar laws could subject us to criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could adversely affect our reputation, business, financial condition, and results of operations. Responding to any investigation or action could result in a significant diversion of management's attention and resources and significant defense costs and other professional fees.

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Our models, platform, and applications are subject to U.S. export controls, and our current or future models, platform, and applications may be controlled under the Export Administration Regulations administered by the U.S. Department of Commerce or, in more limited circumstances, under the International Traffic in Arms Regulations (the "ITAR") administered by the U.S. Department of State. Because the capabilities of our AI models are currently evolving rapidly through ongoing training and frequent model development, and because the export control treatment of AI technologies under relevant laws is developing, the classification of, and controls related to, our models, platform, applications, and technologies under these regimes is are inherently uncertain and is are likely to change over time. Certain of our models, platform, and applications, and the underlying technology and source code associated with our models, platform, and applications, may require authorization for export, re-export, or transfer in-country, and for individuals of certain nationalities to access such technology or source code, including within the United States.

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In certain contexts, the provision of our models, platform, and applications may constitute export of defense articles or defense services subject to the ITAR, which can be exported only if we obtain required export licenses or other government authorizations. Compliance with applicable export controls may delay the introduction or sale of our models, platform, and applications outside the United States, restrict our customers' ability to deploy our models, platform, and applications globally, inhibit our ability to engage in certain research and development activities, limit the performance of our models, platform, and applications, or prohibit exports to certain jurisdictions altogether. Such restrictions have already affected our offerings directly. For example, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models. To ensure compliance, we disabled Fable 5 and Mythos 5 for all of our customers; access to our other models was not affected. We redeployed the Fable 5 and Mythos 5 models after we updated our safeguards in coordination with the U.S. government and our industry partners and once the U.S. Department of Commerce lifted its restrictions. Similar export controls could recur, could remain in place longer, or could extend to additional models or capabilities. In addition, future updates to our safeguards or other remedial measures may not be sufficient to obtain relief from such restrictions or relief may not be granted on a similar timeline or at all. The restrictions imposed in June 2026 and potential restrictions in the future may also limit our ability to recruit talent, to fully utilize our existing workforce, to continue to improve our models, and to make our products available internationally. Any such restrictions could adversely affect our financial results;

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Further, our activities are subject to economic, financial, and trade sanctions administered by the United States and other countries. Economic, financial, and trade sanctions restrict or prohibit providing certain services and engaging in certain transactions or other activities or dealings with individuals, entities, organizations, governments, territories, and countries targeted by or the subject of these sanctions. These restrictions, as well as other applicable international trade rules, are subject to change with little to no notice. In addition, U.S. law increasingly authorizes the U.S. government to restrict or review the use of hardware, software, and services originating from, or linked to, countries it designates as adversaries, including such technology incorporated into the supply chains for the data centers and compute infrastructure on which we depend. Such restrictions could narrow our choice of suppliers, delay our infrastructure projects, or increase our costs, and any noncompliance non- compliance could result in penalties, loss of contracting privileges, or reputational harm.

We take various steps to comply with applicable export controls and sanctions, including: maintaining a global trade policy and a supported regions policy, implementing IP-based geo-blocking controls that restrict access from certain jurisdictions to our models, platform, and applications, conducting restricted party screening of certain customers and vendors, and including sanctions and export compliance provisions in our customer terms of service and vendor agreements. However, we cannot guarantee the compliance measures and internal controls we have adopted will prevent violations of applicable export controls and sanctions. Our compliance measures and internal controls have not always been and may not always be fully effective, and we have in the past voluntarily disclosed, and may in the future voluntarily disclose, instances of non-compliance to the relevant authorities. We cannot guarantee that our measures will prevent future violations or keep pace with the changing substance, application, and interpretation of export controls and sanctions. In addition, third parties have in the past and may in the future take action to circumvent our compliance measures and controls in order to gain access to our products and services.

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We are a U.S.-headquartered company with extensive U.S. operations, as well as subsidiaries and operations in several other countries and regions, including the UK, United Kingdom, the EU, Canada, and Asia-Pacific, and we expect that our future growth will depend in part on expanding our operations, customer base, and market presence in additional jurisdictions. Operating in non-U.S. markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. As we continue to expand internationally, we have faced and will continue to face risks in doing business internationally that could adversely affect our business, including:

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• national security-driven data security regulations. For example, the Department of Justice issued a final rule, effective in April 2025, that places limitations, and in some cases prohibitions, on certain transfers of covered data to partners, service providers, and vendors, employees, and investors located in China or with other specified links to China (and other designated countries). We may be required to re-examine current contracts or engage in new contract negotiations with third parties that aid in processing data on our behalf or otherwise have access to covered data. These rules also may broadly require us to extract promises from other third-party service providers that they will not transfer data we share with them onward to parties linked to countries of concern;

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and 31 more changes in the filing

Forward-looking statements 2 changes

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• the sufficiency of our cash, cash equivalents, and investments and amounts available under our A&R Credit Facility to meet our working capital and liquidity needs;

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• t he the outcome of pending or future litigation, regulatory proceedings, and governmental enforcement actions, and their potential effects on our business, financial condition, and results of operations;

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Capitalization 13 changes

The following table sets forth our cash, cash equivalents, and short-term investments, as well as our capitalization, as of September 30, 2026: as follows:

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• on a pro forma basis, giving effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on September 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on September 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on September 30, 2026, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $ related to RSUs subject to the RSU Settlement, and (v) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering; and • on a pro forma as adjusted basis, giving effect t o to (i) the pro forma adjustments set forth above, (ii) the sale and issuance by us of shares of our Class A common stock in this offering, based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

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(in millions, except for share and per share data) amounts)

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shares issued, and shares outstanding, pro forma; and

forma; and 100,000,000,000 shares authorized, shares issued

shares issued, and shares 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 Each 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.

(3) The number of shares of Class N common stock issued on a pro forma and pro forma as adjusted basis includes shares issued in the Initial Public Benefit Issuance, which (i) are considered legally outstanding, (ii) are not considered outstanding for accounting purposes while held by our wholly owned subsidiary, and (iii) accordingly are not reflected as outstanding in the table above.

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• 1,774,342,693 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise price of $ $2.91 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, September 30, 2026, but for which (i) the service-based vesting condition was not satisfied as of such the date of this offering and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part; ;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after September 30, 2026;

• shares of our Class A common stock and 848,882 shares of our Class N common stock issued after September 30, 2026 in connection with our acquisitions of privately-held companies; and • shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan, which shares include the Pledge Issuance;

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Dilution 12 changes

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Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities and redeemable convertible preferred stock by the number of shares of our Class A common stock and Class N common stock outstanding; because our Class T common stock, Class F common stock, and Class E common stock have no economic rights, they are excluded from the per share calculation. Our historical net tangible book value as of September 30, 2026 was $ $(150.6) billion , or $ $(68.47) per share. . Our pro forma net tangible book value as of September 30, 2026 was $ , or $ per share, based on the total number of shares of our Class A common stock and Class N common stock outstanding as of September 30, 2026, after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, Initial Public Benefit Issuance, and RSU Settlement.

After giving effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement, our pro forma as adjusted net tangible book value as of September 30, 2026 202 6 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:

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Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of Class A common stock in this offering by $ per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Increase per share attributable to the pro forma adjustments described above Pro forma net tangible book value per share as of September 30, 2026 Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of Class A common stock in this offering Pro forma as adjusted net tangible book value per share immediately after this offering Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering $ The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of Class A common stock in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of Class A common stock in this offering by $ per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters' option to purchase additional shares of our Class A common stock from us is exercised in full, the pro forma as adjusted net tangible book value per share of our Class A common stock as adjusted to give effect to this offering, would be $ per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares of Class A common stock in this offering would be $ per share.

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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 and Class N 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 and Class N common stock outstanding after this offering.

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Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters' option to purchase additional shares of our Class A common stock from us. If the underwriters' option to purchase additional shares of our Class A common stock were exercised in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our Class A common stock and Class N common stock outstanding upon completion of this offering.

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• 1,774,342,693 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of September 30, 2026, with a weighted-average exercise price of $ $2.91 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, September 30, 2026, but for which (i) the service-based vesting condition was not satisfied as of such the date of this offering and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part; ;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after September 30, 2026;

• shares of our Class A common stock and 848,882 shares of our Class N common stock issued after September 30, 2026 in connection with our acquisitions of privately-held companies; and • shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of:

◦ shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan, which shares include the Pledge Issuance;

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MD&A 162 changes

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled "Summary Consolidated Financial and Other Data" and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include those identified below and those discussed elsewhere in this prospectus, particularly in the sections titled "Risk Factors" and "Special Note Regarding Forward-looking Statements." Financial data as of and for the years ended December 31, 2023, 2024, and 2025 have been derived from our audited consolidated financial statements appearing at the end of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define AI. We are first and foremost a research lab—our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity . This mission directs our focus—along with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ $17.0 billion for the three months ended September 30, 2026 .

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In addition, the majority of our compute is contracted under multi-year commitments that we typically procure 12 to 18 months in advance of availability. When customer demand or research needs exceed this long-term capacity, we procure short-term compute which typically carries a higher cost per unit of that currently costs significantly more than comparable compute procured under our multi-year commitments. We expect our use of short-term compute to continue to increase in the near term and to in turn compress our operating margin and Adjusted Operating Margin as a result.

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As more customers adopt Claude and expand their usage, we have rapidly grown our base of customers that generate meaningful revenue. We had more than 11,900 customers with $100,000 or more of revenue on a TTM basis as of September 30, 2026, up from more than 950 as of September 30, 2025. In addition, as customers further embed Claude into their most critical workflows and growth initiatives, many rapidly expand their deployments into higher revenue tiers. As of September 30, 2026, we had more than 1,900 customers with $1 million or more of revenue on a TTM basis and approximately 250 customers with $10 million or more of reve nue revenue on a TT M b asis . TTM basis.

This custo mer customer momentum is driven by significant usage expansion as customers realize the value of deploying Claude across their organizations. The value that Claude delivers to customers has helped drive our Net Revenue Retention of approximately 900% as of September 30, 2026.

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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 si ngle single vendor, and enables us to continuously route workloads to the most optimal hardware for those workloads. . This foundation, paired with Claude's increasing understanding of chip and model architectures, allows us to onboard new chip platforms in a fraction of the time this once required .

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% 1,127% year over year for the three months ended June September 30, 2026 , compared to our compute and infrastructure expenses that grew 300% 382% during the same period. While serving our growing customer demand, we a lso made significant research advances to also advanced the frontier with new leading models, including Mythos 5, Fable 5, and Opus 5, , and launched new products, including Claude Cowork, Claude Security, and Claude Design. .

In the three months ended September 30, 2026 , our underlying compute efficiency improvements were partially offset by the delivery of additional compute, including $5.0 billion of compute under short-term commitments, which currently costs significantly more than comparable compute procured under our multi- year commitments. This reduced revenue per dollar of compute compared to the preceding quarter.

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Our revenue was $16.3 $33.2 billion for the six nine months ended June September 30, 2026 , up from $1.2 $2.5 billion for the six nine months ended June September 30, 2025 . Our operating loss was $693 million $1.3 billion for the six nine months ended June September 30, 2026 , down from $2.1 $5.2 billion for the six nine months ended June September 30, 2025 T he . The result of our revenue growth, compute efficiency, and operating effic iency efficiency has been a significant improvement in Adjusted Operating Income, which was $1.6 $4.1 billion for the six nine months ended June September 30, 2026 , up from an Adjusted Operating Loss of $1.8 $3.1 billion for the six nine months ended June September 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.

Our operating loss was $567 million for the three months ended September 30, 2026 , compared to an operating income of $974 million for the three months ended June 30, 2026 , primarily driven by $5.0 billion of compute under short-term commitments, which currently costs significantly more than comparable compute procured under our multi-year commitments, and $2.0 billion of non-cash charges related to our donation matching program.

Adjusted Operating Income increased for the three months ended September 30, 2026 to $2.5 billion compared to $2.2 billion for the three months ended June 30, 2026 , while Adjusted Operating Margin decreased from 19% for the three months ended June 30, 2026 to 15% for the three months ended September 30, 2026 , primarily driven by the $5.0 billion of short-term compute noted above.

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As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ approximately $895.4 billion . These commitments include approximately $ $447.5 billion expected to be incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $ of $69.8 billion o f these commitments are due in the next 12 months following September 30, 2026. A significant portion of this total committed spend relates to Anthropic Direct, and we expect it to represent a growing share of our compute investments over time. The flexibility from Anthropic Direct allows us to backfill the short-term compute we procure during periods of high demand with more cost-effective, long-term compute as our dedicated infrastructure comes online.

We intend to fund these investments through the revenue we generate and the capital that we raise. As of September 30, 2026 , and prior to taking into account the net proceeds to us from this offering, we had $ $146.6 billion of liquidity, comprised of $ $95.6 billion of cash and cash equivalents, $ $36.3 billion of short-term investments, and $ $14.8 billion of availability under our A&R Credit Facility (as defined below). We also maintain significant funding support from our strategic partners, including up to $ $77.0 billion in available financing capacity under our note purchase agreements NPAs and up to $ $5.0 billion in equity commitments. In addition, w e we estimate that the net proceeds to us from this offering will be approximately $ , based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, or approximately $ if the underwriters' option to purchase additional shares of our Class A common stock from us is exercised in full.

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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, to $13.1 $26.3 billion , or 80% 79% of total revenue, for the six nine months ended June September 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 $6.9 billion , or 20% 21% of total revenue, over the same periods. The higher larger dollar 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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Together, these approaches have led to a structurally efficient approach to facilitating the diffusion of Claude in the economy, with our sales, marketing, and partnerships expenses representing 19% 17% of revenue for the six nine months ended June September 30, 2026 .

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Our ability to sustain access to capital depends in part on demonstrating a credible trajectory toward profitability. Our revenue growth, compute efficiency, and operating efficiency have significantly improved our operating margin and Adjusted Operating Margin, but we plan to keep investing heavily, which will adversely impact our results of operations. Our compute commitments are substantial and generally must be satisfied regardless of our revenue or utilization, while our access to additional capital depends on a number of conditions, many of which are outside our control, including market conditions and investor demand. In addition, a portion of our compute and infrastructure build-out has been funded or supported by capital or credit support provided or facilitated by certain of our CSPs and chip partners. Our ability to reduce this reliance over time is a function depends in part of on our ability to obtain financing from independent sources on our own credit.

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A large portion of our growth to date has been self-service and organic. As AI adoption extends further into enterprises and more regulated industries, we are investing in direct go-to-market, Applied AI teams, and partnerships across all three major cloud platforms, SIs, consultants, and data platforms. We are also expanding our ability to serve international customers through the growth of regional offices and partnerships in key markets, and we expect international expansion to be a meaningful driver of revenue growth as global demand 5 For AI accelerates. The effectiveness purposes of these investments, and our ability to hire this measure, we include only Fortune 500 customers that are publicly traded and retain go-to- market talent, will be a meaningful determinant of growth. calculate the measure using total expenses as reported in their publicly available financial statements.

in key markets, and we expect international expansion to be a meaningful driver of revenue growth as global demand for AI accelerates. The effectiveness of these investments, and our ability to hire and retain go-to- market talent, will be a meaningful determinant of growth.

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The number of customers with $100,000 or more of revenue on a TTM basis grew from approximately 20 as of December 31, 2023, to approximately 200 as of December 31, 2024, to approximately 1,500 as of December 31, 2025, and to more than 11,900 as of September 30, 2026. Total revenue from these customers grew from approximately $37 million to $220 million to $3.5 billion to $ $26.1 billion and represented 90%, 57%, 76%, and % 74% of total revenue for the years ended December 31, 2023, 2024, and 2025, and the trailing twelve months TTM period ended September 30, 2026, respectively. The remaining % 26% of total revenue for the trailing twelve months TTM period ended September 30, 2026 was generated by approximately 40 million customers, each with less than $100,000 of revenue on a TTM basis. .

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5 For purposes of this measure, we include only Fortune 500 customers that are publicly traded and calculate the measure using total expenses as reported in their publicly available financial statements.

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As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5 % of our fully diluted shares as of June 30, 2026 (a ssuming (assuming full conversion of the Amazon Notes) , , to the Anthropic Public Benefit Fund, our wholly owned subsidiary dedicated to the Company Purpose, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue shares of our Class N common stock to the Anthropic Public Benefit Fund (or other designee) representing up to an additional 2 % of our then-outstanding shares (plus any shares subject to options, RSUs, and other convertible securities and any shares held by the Anthropic Public Benefit Fund) each time our share price appreciates 50 % above the prior share price milestone, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average closing share price over the ten 10 trading days prior to such issuance also exceeds that threshold. Although our board of directors has approved this framework, any future contributions will be made at the discretion of our board of directors. The shares that are contributed to the Anthropic Public Benefit Fund, including the Initial Public Benefit Issuance, may be transferred or donated to a third party, or otherwise sold in a registered public offering or private placement transaction in furtherance of our public benefit initiatives. Our board of directors will determine the allocations and distributions from the Anthropic Public Benefit Fund until it approves a specific governance structure for the entity, at which point decision-making authority is expected to transition to designated managers of the Anthropic Public Benefit Fund operating under that structure. The initial managers are Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil "Buddy" Shah. The Initial Public Benefit Issuance and the additional share contribution framework represent one of the ways in which we intend to pursue the Company Purpose, but it is they are not the exclusive means of doing so. We expect to dedicate additional resources, and to make other business and operational decisions, in furtherance of our the Company Purpose outside of, and in addition to, these equity contributions.

In addition, we maintain a d onation donation matching program through which employees can pledge a meaningful portion of their equity awards or equivalent cash proceeds to a donor-advised fund or other nonprofit organization, and we match those donations with shares of our Class N common stock. In the same way the Company Purpose defines how we direct our work as an organization, our donation matching program reflects a parallel commitment by our employees to direct their the personal financial value created by that work toward the public good. We view our donation matching program as a meaningful expression of the Company Purpose and a reflection of the values that define our culture. In addition, our co-founders have each pledged to dedicate 80% of their personal equity in Anthropic to philanthropic causes, separate from and not eligible for our donation matching program.

Decisions we make to advance our public benefit initiatives may, in any given period, reduce our revenue, increase our expenses, lower our Adjusted Operating Margin, contribute to dilution, and reduce our profitability on a per share basis relative to what we would otherwise report. Our public benefit-related expenses, which currently consist primarily of charitable donations under our donation matching program, have were not historically been significant before the three months ended September 30, 2026 . For the year nine months ended December 31, 2025, September 30, 2026, expenses related to our donation matching program were $541 million, $2.1 billion, representing approximately 4% 6% of our total operating expenses for that period. 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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We generate revenue as customers use Claude through our platform and applications, including Claude Code, Claude Cowork, and vertical solutions for key industries. Claude is powered by our proprietary Claude model family, a set of frontier models, each with varying levels of capability, cost, and speed. E nterprise Enterprise customers access our intelligence service directly from us or through CSP marketplaces, where we maintain direct contractual relationships with our customers.

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We expect our revenue growth rate to decline over time and to fluctuate from period to period. R evenue Revenue growth in any period may be affected by customer usage patterns, customer adoption, the deployment of our models, platform, and applications, , the pricing of our offerings, the timing and success of new model and product releases, , measures we decide to implement to safely deploy new capabilities, , our ability to continue meeting customer requirements, and other factors affecting demand for our models, platform, and applications, including those described in the section titled "Risk Factors—We are at an early stage of our rev enue revenue growth, we have experienced rapid growth in recent periods, and our historical growth rates are not indicative of future performance or our ability to sustain or forecast future revenue growth."

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We expect compute and infrastructure expenses to increase in absolute dollars and remain our largest operating expense for the foreseeable future as additional committed compute becomes available to us under multi-year arrangements with CSPs, and as we continue to invest in additional compute. These expenses are paid and recognized as compute becomes available to us, rather than when committed, and are generally fixed in the near term given the majority of our compute is contracted under multi-year commitments that we typically procure 12 to 18 months in advance of availability. . When customer demand or research needs exceed this long-term capacity, we procure short-term compute that currently costs significantly more than comparable compute procured under our multi-year commitments. We deploy this committed compute as a single, shared resource across all workloads, and thus plan, incur, and assess it on a total basis rather than by individual workload. As a result, compute and infrastructure expenses as a percentage of revenue will depend primarily on how our revenue scales relative to our total committed compute cost base. In addition, as part of our public benefit initiatives, we intend to direct a meaningful portion of our resources, which may include compute, toward ensuring that the benefits of frontier AI are broadly accessible, and we expect to significantly scale these efforts over time.

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O ther Other operating and administrative expenses primarily consist of charitable donations expense related to o ur our donation matching program, vendor costs related to data quality and performance evaluation services, information technology and cloud software costs, payment processing and platform fees, facility and occupancy costs, non-income taxes, professional services costs, bad debt expense, and depreciation and amortization related to non-data center assets.

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Six Months Ended June 30,

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(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.

(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 $591 million and $3.3 billion for the nine months ended September 30, 2025 and (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 $20.1 billion and $72.4 $94.3 billion for the six nine months ended June September 30, 2025 and 2026, respectively. These changes were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

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Six Months Ended June 30,

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

Six Months Ended June 30,

(in millions, except for percentages)

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.

Note: Totals of percentage of revenue table may not foot due to rounding.

Comparison of the Nine Months Ended September 30, 2025 and 2026 (in millions, except for percentages) 2025 2026 $ Change % Change Revenue $ 2,545 $ 33,242 $ 30,697 1,206 % Revenue for the six nine months ended June September 30, 2026 increased by $15.1 $30.7 billion , or 1,300% 1,206% , compared to the six nine months ended June September 30, 2025 . Consumption-based and subscription-based revenue increased by $12.1 $24.2 billion and $3.0 $6.5 billion , respectively, for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025 . The increase was driven by successive model and product releases that drove higher usage, expansion, and broader adoption across our offerings. The number of customers with $100,000 or more of revenue on a TTM basis grew from more than 600 950 as of June September 30, 2025 to more than 6,000 11,900 as of June September 30, 2026 . Total revenue from these customers grew from $1.9 billion for the nine months ended September 30, 2025 to $24.5 billion for the nine months ended September 30, 2026 and represented approximately 75% and 74% of total revenue for the nine months ended September 30, 2025 and 2026, respectively.

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Six Months Ended June 30,

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Six Months Ended June 30,

Compute and infrastructure expenses for the six nine months ended June September 30, 2026 increased by $6.6 $14.4 billion , or 283% 329% , compared to the six nine months ended June September 30, 2025 . The increase was driven by the delivery of committed compute throughout the first half nine months 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 nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025 , against a compute base that was primarily committed in advance. and did not fluctuate with in-period demand The decrease was partially offset by the delivery of additional compute, which includes $6.5 billion of compute under short-term commitments for the nine months ended September 30, 2026 , which currently costs significantly more than comparable compute procured under our multi-year commitments.

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Personnel expenses for the six nine months ended June September 30, 2026 increased by $2.6 $3.8 billion , or 486% 374% , compared to the six nine months ended June September 30, 2025 . The increase was driven by a $1.9 $2.7 billion increase in stock-based compensation expense and a $510 an $891 million increase in cash compensation, both as a result of headcount growth.

(in millions, except for percentages)

Percentage of revenue

Bartz settlement expense of $1.5 billion for the nine months ended September 30, 2025 reflects the charge related to the legal settlement of the Bartz litigation reached and accrued during the third quarter of 2025.

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Six Months Ended June 30,

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Sales, marketing, and partnerships expenses for the six nine months ended June September 30, 2026 increased by $3.0 $5.2 billion , or 2,540% 1,617% , compared to the six nine months ended June September 30, 2025 . The increase was primarily driven by a $2.7 $4.8 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. .

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Six Months Ended June 30,

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Six Months Ended June 30,

Other operating and administrative expenses for the six nine months ended June September 30, 2026 increased by $1.4 $4.8 billion , or 460% 884% , compared to the six nine months ended June September 30, 2025 . The increase was primarily driven by a $251 $2.1 billion increase in non-cash charges related to donations made under our donation matching program, a $757 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 $435 million increase in payment processing fees , a $205 $428 million increase in professional services costs, a $126 million increase in non-cash charges related to our donation matching program, and a $68 $407 million increase in facility information technology and occupancy cloud software costs.

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Interest income for the six nine months ended June September 30, 2026 increased by $996 million $2.1 billion , or 866% 887% , compared to the six nine months ended June September 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 nine months 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) (20,107) $ (72,388) (94,324) $ (61,446) 562 (74,217) 369 % Change in fair value of convertible notes, derivative liabilities, and SAFEs for the six nine months ended June September 30, 2026 increased by $61.4 $74.2 billion , or 562% 369% , compared to the six nine months ended June September 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.

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Six Months Ended June 30,

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Other income (expense), net for the six nine months ended June September 30, 2026 de creased decreased by $8.8 $10.4 billion , compared to the six nine months ended June September 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 partner financing arrangements described in Note 4 to our consolidated financial statements included elsewhere in this prospectus.

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Six Months Ended June 30,

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

NM – Not meaningful.

P rovision for income taxes for the nine months ended September 30, 2026 increased by $405 million , compared to the nine months ended September 30, 2025 . The increase was primarily driven by higher U.S. state income taxes and higher foreign income taxes driven by increased taxable income in non-U.S. jurisdictions .

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Change in Fair Value of Convertible Notes, Derivative Liabilities, and SAFEs (in millions, except for percentages) 2023 2024 $ Change % Change Change in fair value of convertible notes, derivative liabilities, and SAFEs $ (1,045) $ (5,434) $ (4,389) 420 % Change in fair value of convertible notes, derivative liabilities, and SAFEs for the year ended December 31, 2024 increased by $4.4 billion, or 420% , compared to the year ended December 31, 2023. The increase was primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation from 2023 through to 2024.

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Six Months Ended June 30,

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We define Adjusted Net Income (Loss) as net loss excluding (i) stock-based compensation expense, (ii) non- cash charitable contributions, (iii) the Bartz settlement, (iv) the change in fair value of convertible notes, derivative liabilities, and SAFEs, and (v) the change in fair value of certain mark-to-market financial instruments, and (vi) the related income tax effects of these adjustments.

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Six Months Ended June 30,

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Income tax effects and

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(1) Includes change in fair value of convertible notes, derivative liabilities, and SAFEs, which were $1.0 billion , $5.4 billion , $34.3 billion , $10.9 $20.1 billion , and $72.4 $94.3 billion for the years ended December 31, 2023, 2024, and 2025, and the six nine months ended June September 30, 2025 and 2026, respectively, primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

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(4) Represents the income tax effect of the above adjustments, which relates to stock-based compensation expense and, in certain periods, other adjustments.

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Sales, marketing, and

Operating income (loss)

Change in fair value of

derivative liabilities, and

Other income (expense),

Loss before provision for

Sales, marketing, and

Operating income (loss)

Change in fair value of

derivative liabilities,

Loss before provision for

provision for income taxes

Provision for income taxes

(1) Includes stock-based compensation expense of $105 million , $181 million , $305 million , $574 million , $924 million , and $1.3 billion , and $1.1 billion for the three months ended March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, and June 30, 2026, and September 30, 2026, respectively.

Quarterly Consolidated Statements of Operations, as a Percentage of Revenue Three Months Ended March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026 June 30, 2026 September 30, 2026 Revenue 100 % 100 % 100 % 100 % 100 % 100 % 100 % Operating expenses:

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and 82 more changes in the filing

Business 93 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—along with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the core advantages that set us apart. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ $17.0 billion for the three months ended September 30, 2026 . This rapid and growing adoption generates two self-reinforcing dynamics—an improvement loop that advances Claude and an investment loop that helps fund our continued research in frontier AI.

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Frontier & Safety Research. We believe that sustained, focused research at the frontier of intelligence is required to build the most capable and safest AI systems. Our frontier capabilities and safety research are deeply integrated and directly shape model design, training, and deployment, helping us produce systems that are more reliable, steerable, and well-suited well suited for real-world deployment, particularly in demanding enterprise environments. We translate our research leadership into innovation velocity and have consistently released better models, platform capabilities, and applications. Each version of a Claude model assists in building the next, helping to compress development timelines and produce compounding improvements in the speed at which we innovate. We refer to this recursive dynamic as "closing the loop," and we believe it is one of the most significant structural advantages in frontier A I AI and can greatly accelerate the rate at which capabilities advance.

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Approximately $ of these commitments are due in the next 12 months. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations" for more information.

Our Approach to Compute . We manage compute as a single, fungible pool from multiple strategic partners, and we dynamically direct available compute between workloads based on where the marginal unit is expected to be most productive at any given time. We believe that this approach to compute enables us to deliver superior models, serve more customers, and achieve greater productivity from our compute investment. This compute efficiency creates the foundation for us to advance the frontier of AI capabilities through research and model development, meet growing demand from customers, and provide for internal usage of Claude. We have achieved this through our research breakthroughs and our multi-chip compute architecture across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, enabling us to orchestrate workloads to optimize for price and performance. To support our research, model development, customer demand, and internal usage of Claude, we continue to invest at scale. As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ approximately $895.4 billion , substantially all of which is related to compute and infrastructure. These commitments include approximately $ $447.5 billion expected to be incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $69.8 billion of these commitments are due in the 12 months following September 30, 2026. 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 loop from customer feedback are is 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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Strengths of O ur Financial Model

Much of the diffusion of Claude has been organic. We amplify this with our go-to-market and Applied AI teams, which extend our reach by meeting customers where they are through distribution partnerships that place Claude inside customers' existing technology stacks. For example, Claude is accessible on all three major cloud platforms—AWS, GCP, and Azure. We have a joint go-to-market approach with these CSPs through which we establish direct contractual relationships with our customers while paying a fee to each CSP. This structure allows us to foster stronger commercial alignment with these CSPs, avoid channel conflict, set pricing, and realize the financial benefits of ongoing compute efficiency improvements. Ecosystem partnerships also expand our reach, allowing customers to adopt Claude through SIs, such as Accenture, Deloitte, KPMG, and PwC; consultants, and data platforms, such as Salesforce and Snowflake. We recently launched Ode with Anthropic, an AI services company, in partnership with leading private equity firms to bring Claude's capabilities to mid- sized companies across sectors, building solutions on the Claude Platform and supporting customers over the long term.

consultants; and data platforms, such as Salesforce and Snowflake. We recently launched Ode with Anthropic, an AI services company, in partnership with leading private equity firms to bring Claude's capabilities to mid- sized companies across sectors, building solutions on the Claude Platform and supporting customers over the long term.

Strengths of Our Financial Model

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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% 1,127% year over year for the three months ended June September 30, 2026, compared to compute and infrastructure expenses that grew 300% 382% during the same period .

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• Our revenue was $11.6 $17.0 billion for the three months ended June September 30, 2026, up from $787 million $1.4 billion for the three months ended June September 30, 2025.

• Our operating margin was 8% (3)% and operating income loss was $1.0 billion $567 million for the three months ended June September 30, 2026, compared to an operating margin of (152)% (224)% and operating loss of $1.2 $3.1 billion for the three months ended June September 30, 2025.

• The combination of our revenue growth, compute efficiency, and operating efficiency has resulted in an Adjusted Operating Margin of 19% 15% and Adjusted Operating Income of $2.2 $2.5 billion for the three months ended June September 30, 2026, compared to an Adjusted Operating Margin of (129)% (93)% and Adjusted Operating Loss of $1.0 $1.3 billion for the three months ended June September 30, 2025.

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have enabled us to access capital and secure compute from investors and partners. As of June September 30, 2026, we had raised an aggregate of $141.1 billion of capital and had cash and cash equivalents of $112.4 $95.6 billion and short- term investments of $19.3 $36.3 billion . Long-term investments come with risks, as we must predict compute needs multiple years into the future. However, we believe our compute efficiency positions us to amplify returns if demand is greater than our forecast and can provide financial resilience if demand is lower or arrives later than we anticipate.

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Using AI to help build more capable AI could also pose a considerable safety risk, particularly if it sharply accelerates the pace of progress. This is one of the areas covered by our Responsible Scaling Policy, which sets out our plans to monitor and mitigate the risks as we approach what has been termed "recursive self- improvement." We believe our investments in safety techniques will enable us to manage these risks and responsibly realize substantially more leverage from Claude than we do today in developing AI models.

However, we do not anticipate being able to safely use Claude to fully autonomously design and build successive generations of frontier models without meaningful human supervision or understanding, if and when that becomes technically possible. Accordingly, we are considering updates to our Responsible Scaling Policy to keep humans in control of frontier model development at Anthropic.

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• the ability to coordinate across multiple instances and collaborate with both humans and other AI systems; and • the ability to interface with the physical world by digitally controlling laboratory equipment, robotic systems, and other machines through digital connections.

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We expect AI capabilities—across language, reasoning, mathematics, coding, scientific analysis, and an expanding range of agentic tasks and knowledge work—to continue advancing for many years. As a result, we believe this will drive demand for AI that outstrips supply for the foreseeable future, limited principally by the availability of compute. We believe that the majority of this demand will be concentrated at the frontier: our experience has been that enterprises gravitate to our most capable models across a wide variety of workloads, 6 See the section titled "Industry, Market, and Other Data" for a description of how we calculate annual economic value attributable to knowledge workers globally.

6 See the section titled "Industry, Market, and Other Data" for a description of how we calculate annual economic value attributable to knowledge workers globally.

7 IDC, The Economic Impact of AI: 2026 Edition, doc # US54452226, April 2026. Reflects cumulative economic impact as the sum of the annual impact estimated for each year from 2025 through 2031. Includes 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.

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

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History suggests that transformative technologies expand the markets they enter. For example, information technology spend grew from approximately $1.2 trillion in 2006 to $4.3 trillion in 2025, a CAGR of approximately 7%, as cloud computing spend grew from zero to $1.9 trillion over the same period and expanded information technology budgets. 8 We have seen other technologies, including the personal computer, the internet, and the smartphone, grow their markets as well. The companies that built these technologies grew at a far faster rate than the economy as a whole. Global GDP grew from approximately $34 trillion in 2000 to more than $118 trillion in 2025 according to the World Bank, more than tripling. Over that same period, the ten 10 largest publicly traded technology companies by market capitalization as of September 30, 2026 grew their aggregate revenue from $68 billion to more than $2.5 trillion, an increase of approximately 38 times, or approximately 11 times the rate of global GDP growth. .

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Through our trusted-access programs, vetted cyberdefenders can also use our most capable models for security 9 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

Cybersecurity represents one of our most important near-term opportunities. As each new generation of AI models grows more capable of finding and exploiting vulnerabilities, we expect that defending enterprise networks and critical infrastructure will increasingly require frontier AI. At the same time, the diffusion of AI is expanding the threat surface, as organizations deploy agents and autonomous capabilities at an accelerating pace. Our leadership in coding has allowed us to advance Claude's cybersecurity capabilities and build products that help enterprises secure their most critical infrastructure. 9 IQVIA Institute for example, Claude Security can continuously scan customers' codebases, triage vulnerabilities, and write fixes. We also recently launched OSS Scanner, which extends some of these capabilities to the open-source projects that enterprise software is built on. Human Data Science, Global Medicine Use Trends 2026, February 2026.

pace. Our leadership in coding has allowed us to advance Claude's cybersecurity capabilities and build products that help enterprises secure their most critical infrastructure. For example, Claude Security can continuously scan customers' codebases, triage vulnerabilities, and write fixes. We also recently launched OSS Scanner, which extends some of these capabilities to the open-source projects that enterprise software is built on.

Through our trusted-access programs, vetted cyberdefenders can also use our most capable models for security operations, incident response, and authorized penetration testing, shifting security to a continuous protection model.

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Our compute pool is fungible by design. We have made substantial engineering investments to build the internal orchestration, scheduling, and capacity management systems that allow accelerator capacity, regardless of provider, chip architecture, or physical location, to be directed across workloads. The same infrastructure that serves customer workloads is also directed to research, model development, , a nd and internal usage of Claude. These systems manage the underlying hardware as a unified capacity pool, monitor utilization and demand across that pool, and direct compute to wherever it is expected to be most productive at any given time.

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Our applications, such as Claude Code and Claude Cowork, multiply the impact of employees. Over time, our applications have become more capable and are now frequently being used to conduct long-running autonomous work alongside employees. Organizations also integrate Claude as the intelligence that powers and transforms internal business processes. In addition, our the Claude Platform is used as the foundation for enterprises building AI-native products.

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With each model and product advancement, Claude is able to address more valuable use cases, deepening its impact for existing customers while lowering the adoption threshold for new ones. When a model crosses the capability, reliability, and trust threshold required for a category of work, adoption in that category generally moves quickly from experimentation into production. Coding was the first such category: within roughly a year, Claude progressed from suggesting individual lines of code to operating fleets of agents working autonomously across production codebases. Cybersecurity is following a similar curve, with Claude's performance on ExploitBench, a benchmark developed by Carnegie Mellon researchers that evaluates AI models' ability to exploit software vulnerabilities, increasing from 40% with Opus 4.8, to 78% with Claude Mythos 5, and to 91% with Opus 5.5 over a period of approximately four months. Cyberdefenders are now identifying and patching vulnerabilities at scale. We expect these improvements in model capabilities to unlock additional use cases.

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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 and of surfacing original insights and analyses.

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All digital work is ultimately an expression of code, and Claude's mastery of it powers Virtual Collaborators capable of handling complex work far beyond software development. Claude Cowork extends the same agentic architecture of Claude Code to knowledge workers broadly by translating a user's intent into completed work, autonomously reading files, navigating applications, and executing multi-step workflows on a user's desktop while the underlying code is abstracted away. By extending beyond Claude Code with applications purpose-built for specific professions and industry verticals, we accelerate Claude's diffusion into new categories of knowledge work and deepen our presence across the enterprise. As of September 30, 2026, adoption of Claude Cowork, which we made available as a research preview in January 2026, outpaced the adoption that Claude Code achieved at the equivalent point following its research preview release in February 2025. In September 2026, we began merging Claude Cowork and Claude.ai, bringing agentic and conversational work into a unified application. Users can now move from a simple question to complex, multi-step tasks in the same conversation.

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

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We seek to bring Claude to every corner of the economy at whatever level of autonomy each task demands, from a single suggestion to an agent that runs independently for hours. Achieving this goal requires more than a capable model. The most demanding deployments need intelligence that is reliable, connectable, and deployable within the specific data environments, regulatory constraints, and workflow patterns of each organization. Intelligence is one limiting factor, but so are connectors that do not yet exist, governance frameworks that are not yet written, and orchestration logic that needs to be built from scratch. Our platform seeks to close these gaps, and we believe the breadth and speed with which we have done so is a are primary reason reasons customers build on Claude.

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These building blocks are composable and interoperable. The same primitives that power a coding agent also power a research agent, a financial analyst agent, or a compliance-review agent. While these agents have different connectors and agent skills, they have the same SDK, protocol, and orchestration framework. That composability is one of the reasons our customer base spans across industries and why customer expansion can happen seamlessly across additional use cases without significant integration work.

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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. As of September 30, 2026, this network comprises comprised over 150,000 practitioners across over 4,000 organizations who have received certifications through our Claude Certification Program. Certifications represent role-specific 11 Run-Rate Revenue is an operating metric, is not a substitute for revenue prepared in accordance with GAAP, and is not a forecast of future revenue. Because consumption-based revenue represents the substantial majority of our revenue and may fluctuate from period to period, and because our Run-Rate Revenue growth rate is expected to decline over time, our Run-Rate Revenue as of any measurement date may not be indicative of our revenue for future periods. Our Run-Rate Revenue as of any measurement date has included, and we expect will continue to include, amounts from customers that we subsequently determine are using our models, platform, and applications in violation of our usage policy or commercial terms, and whose revenue would not be expected to recur following restriction or termination of their access. See the section titled "Risk Factors— Certain of our operating metrics are subject to assumptions and limitations. As a result, these metrics may not provide an accurate indication of our actual performance or future results" for additional information.

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. . In October 2026, we launched the Claude Frontier Academy (the "Academy"), backed by a $100 million commitment, to address a key constraint on enterprise AI adoption: the shortage of engineers who can take AI from an initial use case into production. Drawing on our own experience deploying Claude inside large enterprises, the Academy trains our customers' and partners' engineers to the same standard as our own engineers, with each participant leading a Claude deployment at their own organization. We aim to train 10,000 engineers through the Academy by the end of 2027, beginning with cohorts from leading consulting firms and enterprises.

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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 September 30, 2026, our customers with $100,000 or more of revenue on a TTM basis included every company in the Fortune 10, over 50% of the Fortune 500, and over 30% of the Global 2000. Within the Fortune 500, these customers included the 10 largest software and IT services companies, the 10 largest internet companies, nine of the 10 largest pharmaceutical companies, the 10 largest banks, nine of the 10 largest semiconductor companies, and eight of the 10 largest healthcare companies. We believe enterprises are still in early phases of deployment and we believe that 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.

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From September 30, 2025 to September 30, 2026, we have grown grew customers with $100,000 or more of revenue on a TTM basis from more than 950 to more than 11,900. Additionally, o ur our Run-Rate Revenue was $ as of October 31, 2026. 11 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 our Net Revenue Retention of approximately 900% as of September 30, 2026.

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Diffusion also accelerates as we deliver value to our customers by unlocking new capabilities and by delivering existing capabilities at a lower cost per task. Customers' cost per task can decrease for two reasons: newer, more capable model versions can complete tasks more efficiently, and we may reduce the prices we charge for our models. For example, with the release of Claude Fable 5.1 in September 2026, we reduced the cost of typical workloads by approximately 25% compared to Fable 5, with savings of up to 45% for complex coding and highly agentic tasks. Similarly, with the release of Opus 5.5 that same month, we reduced customers' cost per task by approximately 40% compared to Opus 5. In each case, the reduction was a combination of a lower price and improved efficiency, the contributions of which depend on the task. Because of our compute efficiency, we have been able to make these improvements while preserving our margins .

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• Other operating expenses increased 741% ;

• Operating margin increased from (152)% to 8% ; and

• Adjusted Operating Margin increased from (129)% to 19% .

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 September 30, 2026 to the three months ended June September 30, 2025:

• Revenue increased 1,368% 1,127% ;

• Compute and infrastructure expense increased 300% 382% ;

• Other operating expenses, excluding the Bartz settlement, increased 729% ;

• Operating margin improved from (224)% to (3)% ; and

• Adjusted Operating Margin improved from (93)% to 15% .

This combination of unprecedented revenue growth, compute efficiency, and operating efficiency driving this model gives us the confidence to keep investing at scale, in both near-term the near term and long-term. the long term.

To support our research, model development, customer demand, and internal usage of Claude, we continue to invest at scale. As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of more than $ approximately $895.4 billion . These commitments include approximately $ $447.5 billion expected to be incurred before December 31, 2030, and substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $ of $69.8 billion o f these commitments are due in the next 12 months following September 30, 2026 . 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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12 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

Our growth strategy reflects our conviction that sustained leadership in frontier AI requires continuous investment in our people and culture, compute and infrastructure, Claude's intelligence, capability, and safety, the breadth of Claude's availability, customer adoption and expansion, entering entry into new markets, and strategic transactions and partnerships that accelerate our mission.

• Invest in our Talent and Culture . Talent is one of our most important advantages, and maintaining our talent density requires retaining exceptional people and recruiting world-class talent, including researchers and engineers, who share our mission. At the same time, we leverage Claude itself to grow our business without growing headcount linearly, resulting in extraordinary contributions per employee. We intend to continue investing in our low-ego, high-impact, and mission- aligned culture that has driven our talent density as we have scaled. 12 IQVIA Institute for Human Data Science, Global Medicine Use Trends 2026, February 2026.

contributions per employee. We intend to continue investing in our low-ego, high-impact, and mission- aligned culture that has driven our talent density as we have scaled.

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• Advance Claude's Intelligence, Capability, and Safety . Maintaining our leadership in frontier AI requires sustained investment in the research breakthroughs that drive each successive generation of Claude models. . We plan to continue advancing Claude's core intelligence and safety in tandem, expanding the frontier of what AI systems can reliably do—from extending the complexity and duration of autonomous work, to pioneering new ways AI can be applied across professional domains, such as software development, financial services, insurance, healthcare, life sciences, legal, law, education, retail and commerce, telecommunications, professional services, technology, and cybersecurity. As Claude's capabilities advance, we believe it will address entirely new categories of use, resulting in deeper adoption and greater demand for our platform.

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• Extend the Frontier into New Markets . As frontier AI continues to advance, we see potential for it to accelerate novel discoveries and open entirely new markets, reaching domains from healthcare and life sciences to robotics and the physical world. For example, in the life sciences sector, where annual global pharmaceutical spend is expected to exceed $2 trillion in 2026, 12 Claude is used in drug discovery and development by our customers, our biotechnology partners, and our own researchers. . 12 We are building AI agents that support scientists at each stage of that process. To build the best tools for the industry, we have invested in deep life sciences expertise of our own, hiring industry experts, building a molecular biology lab, acquiring Coefficient Bio, and partnering with industry leaders.

We are building AI agents that support scientists at each stage of that process. To build the best tools for the industry, we have invested in deep life sciences expertise of our own, hiring industry experts, building a molecular biology lab, acquiring Coefficient Bio, and partnering with industry leaders.

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We are building at every layer of frontier AI. Our Claude model family provides the underlying intelligence. Our The Claude Platform makes that intelligence available as a set of composable primitives that developers and enterprises can assemble into their own solutions. Our applications draw on those same primitives, packaged into products customers can deploy directly. Because we build these layers cohesively, improvements at any layer compound across the stack and benefit our customers. We believe this integrated approach has made us a partner of choice for customers transforming their business through AI. Customers can adopt, govern, and scale our technology immediately, and each new primitive and application we release expands the range of workflows they can run on Claude.

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• Opus. Our powerful workhorse model class for reasoning-intensive tasks. Our most recent Opus release, Claude Opus 5.5, is designed to serve as the enterprise daily driver, powering agents that run projects end to end and advancing capabilities across agentic coding, computer use, and knowledge work. Opus models consistently rank among leading models on key industry benchmarks.

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Claude Code handles multi-step software development tasks—planning, writing, editing, testing, debugging, and committing code—across large codebases with sustained context and supports parallel agent sessions, so a single developer can keep multiple tasks moving in parallel. at once.

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• Claude Science . An AI workbench for scientific research that brings literature analysis, data processing, and manuscript preparation into a single desktop environment. Researchers describe an analysis in plain language, and Claude Science queries more than 60 scientific databases to complete it end-to- end Claude Science executes computationally intensive workloads on a lab's own machines, institutional computing clusters, or on-demand cloud resources, without requiring researchers to manage the underlying infrastructure. It returns publication-ready figures and manuscripts—with natively rendered scientific outputs, fully reproducible code, agent-powered verification, and traceable results. Claude Science extends Claude into scientific research, putting frontier capabilities directly in the hands of researchers working on some of the world's hardest problems. end.

Claude Science executes computationally intensive workloads on a lab's own machines, institutional computing clusters, or on-demand cloud resources, without requiring researchers to manage the underlying infrastructure. It returns publication-ready figures and manuscripts—with natively rendered scientific outputs, fully reproducible code, agent-powered verification, and traceable results.

Claude Science extends Claude into scientific research, putting frontier capabilities directly in the hands of researchers working on some of the world's hardest problems.

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• Claude for Financial Services. Provides finance financial professionals with pre-built, customizable AI agents for common finance workflows, such as drafting pitch books, reviewing earnings, running know-your- customer screenings, and conducting financial analysis. Claude for Financial Services plugs directly into the data sources those financial firms already use (e.g., market data, data warehouses) and runs inside the tools financial professionals utilize—such as Excel, PowerPoint, Word, Outlook, and Claude's own apps.

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• Claude for Healthcare. Gives providers, payers, and health technology companies frontier models with domain intelligence across clinical reasoning, medical coding, and long-horizon agentic operations, and as well as tools designed to support HIPAA compliance for medical and operational workflows. Claude for Healthcare also connects to industry systems including the Centers for Medicare & Medicaid Services Coverage Database, ICD-10, and National Provider Identifier (NPI) Registry, with agent skills for Fast Healthcare Interoperability Resources (FHIR) development and prior authorization reviews.

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

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• We maintain collaborative relationships with each of our providers, and we influence roadmaps and features of future chip generations. Our chip platforms inc lude: include:

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• We can onboard new chip platforms in a fraction of the time it once took. Historically, bringing a new chip platform into production required intense engineering effort over many months. By leveraging Claude, our engineering teams can now bring new chip platforms into production more quickly. This speed and efficiency also relies rely on the robust foundation we have already built across multiple chip families, including a proprietary orchestration layer designed to seamlessly test and measure performance against our actual workloads. As a result, we are able to adopt new AI accelerators as they become available, expanding our access to compute capacity while reducing our dependence on any single hardware provider.

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Knowledge workers, including researchers, developers, analysts, and writers, subscribe to our Claude Pro, and Claude Max, and Ultra plans to perform complex cognitive work, including drafting analyses, synthesizing research, writing and reviewing code, building financial models, and automating workflows. With Claude Cowork, non-technical prosumers build agentic workflows across their applications without writing code, accomplishing in minutes what previously required hours of manual effort.

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All seven of Anthropic's co-founders remain active leaders in the organization. It is uncommon to see this level of continuity among in the founding team of a technology company, including at other major frontier AI labs. The continuity reflects a genuinely mission-driven and high-trust team.

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• We Optimize for Talent Density . As of September 30, 2026, w ith with approximately 5,300 employees, our TTM revenue per employee was over $6.6 million —a million—a reflection of extraordinary talent density and a culture built to compound it. Our employees are known internally as "Ants"—a nickname that captures the collaborative, ego-light culture of the team. Ants include many of the researchers and developers defining the frontier of AI, alongside proven operators across disciplines. Shared purpose paired with low ego translates directly into less organizational friction and greater impact per employee. Claude compounds that impact further: Ants use Claude across every function to take on work that would otherwise require substantially larger teams—allowing us to remain remarkably lean relative to our output.

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• Put the Mission First. Our mission is the arbiter when tradeoffs arise between speed and safety, short- term revenue and long-term trust, competitive pressure and responsible development. Our mission gives us shared purpose, engenders trust and collaboration, and ensures that no one is a bystander in our success.

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In certain countries in which we operate, we are subject to, and comply with, local labor law requirements which that may automatically make our employees subject to industry-wide collective bargaining agreements.

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Post-training. Pre-training produces raw model capability. During post-training, that capability is refined into practical utility—the ability to write production-quality code, operate software tools, follow complex multi-step instructions, and act autonomously on a user's behalf. This phase has evolved from a minor adjustment step into one of the largest areas of our research investment, reflecting the evolution in model capability from conversational assistants to autonomous agents that perform tasks independently. Post-training centers on training models against complete, realistic tasks whose complexity reflects the demands of real professional environments. We have made substantial proprietary investments in developing this task portfolio, and its breadth and realism constitute one of our most durable scientific advantages, which we believe is difficult to observe from outside the organization and correspondingly difficult to replicate.

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We address bias and fairness risks at multiple stages of model training and deployment. We manage the representativeness and diversity of our training data through a layered approach in which dataset curation, post-training alignment, pre-deployment evaluation, and deployment safeguards each play a part, rather than through dataset composition alone. When Once our models are deployed, our usage policy prohibits the use of Claude for discriminatory decision-making and requires human oversight for high-stakes automated decisions, such as those affecting employment, housing, or legal issues. Our validation, safeguards, and monitoring practices continue to evolve as model capabilities advance and as new risks and failure modes are identified.

Further, we have obtained certification under ISO/IEC 42001, certification, an international standard established by the International Organization for Standardization ("ISO") and the International Electrotechnical Commission ("IEC"), following an independent third-party audit of our AI management system, covering risk identification, assessment, and mitigation processes for the responsible development and deployment of AI. Compliance documentation, including our ISO/IEC 42001 certificate and SOC 2 (System and Organization Controls 2) reporting, is available upon request through the trust center page of our website. . We also provide pre- deployment model access to external evaluators, including government AI evaluation bodies such as the U.S. Center for Advancing Innovation and Standards for Super Intelligence (the "CAISSI") and the U.K. AI Security Institute, for recent frontier models, as described in our model system cards.

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Based on our analyses, we do not release every model we develop for general use; when the a model's capabilities warrant caution, we may restrict availability or decline to release entirely. . For example, in April 2026, we initially released our frontier model, Mythos, as a gated research preview through Project Glasswing, available to select organizations for cybersecurity applications, rather than making it broadly available at launch due to its advanced capabilities in cyber vulnerability discovery. We later released Fable 5 for general use, but with safety restrictions on certain cybersecurity, biology, and chemistry capabilities.

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As part of these initiatives, we contributed 846,840,960 shares of our Class N common stock, representing 5 % 5% of our fully diluted shares as of June 30 2026 , 2026 (assuming full conversion of the Amazon Notes) , , to the Anthropic Public Benefit Fund, our wholly owned subsidiary dedicated to the Company Purpose, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue shares of our Class N common stock to the Anthropic Public Benefit Fund (or other designee) representing up to an additional 2 % of our then-outstanding shares (plus any shares subject to options, RSUs, and other convertible securities and any shares held by the Anthropic Public Benefit Fund) each time our share price appreciates 50 5 0 % above the prior share price milestone, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average closing share price over the ten 10 trading days prior to such issuance also exceeds that threshold. Although our board of directors has approved this framework, any future contributions will be made at the discretion of our board of directors. The shares that are contributed to the Anthropic Public Benefit Fund, including the Initial Public Benefit Issuance, may be transferred or donated to a third party, or otherwise sold in a registered public offering or private placement transaction in furtherance of our public benefit initiatives. Our board of directors will determine the allocations and distributions from the Anthropic Public Benefit Fund until it approves a specific governance structure for the entity, at which point decision-making authority is expected to transition to designated managers of the Anthropic Public Benefit Fund operating under that structure. The initial managers are Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil "Buddy" Shah . The Initial Public Benefit Issuance and the additional share contribution framework represent one of the ways in which we intend to pursue the Company Purpose, but it is they are not the exclusive means of doing so. We expect to dedicate additional resources, and to make other business and operational decisions, in furtherance of our the Company Purpose outside of, and in addition to, these equity contributions.

In addition, we maintain a donation matching program through which employees can pledge a meaningful portion of their equity awards or equivalent cash proceeds to a donor-advised fund or other nonprofit organization, and we match those donations with shares of our Class N common stock. In the same way the Company Purpose defines how we direct our work as an organization, our donation matching program reflects a parallel commitment by our employees to direct their the 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 competitors have built meaningful market presence, we believe our primary focus on enterprises, our ability to remain at and define the frontier, our research talent, and the efficiency through which we maximize our compute investment position us favorably with customers who prioritize model quality, safety, and reliability.

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and 13 more changes in the filing

Our governance structure and its goals 20 changes

Our novel capital and corporate governance structure has been carefully designed and differs significantly from that of other public companies. We strive to help bring humanity safely into an era where transformative AI exerts tremendous and potentially decisive influence over a broad range of human undertakings. Operating as a PBC gives our board of directors the necessary latitude to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and our the Company Purpose. In addition, a financially disinterested LTBT, which generally has the power to elect and remove a majority of the authorized members of our board of directors, is designed to supply both the incentives and insights for striking this balance appropriately. We also believe that our seven co-founders are distinctly equipped to be stewards of our mission.

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However, as a PBC, we may make decisions that we believe appropriately balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose, but that negatively impact the short-, medium-, or long-term performance of our business or the market price of our Class A common stock. There is limited judicial precedent interpreting the balancing requirement applicable to PBCs under Delaware law, and there is therefore uncertainty as to how a court would view our directors' balancing of these potentially competing interests. For a discussion of these risks, see the section titled "Risk Factors—Our focus on the long-term best interests of our company as a PBC, and the duty of our directors to balance the pecuniary interests of our stockholders, the best interests of those stakeholders materially affected by our conduct, and our the Company Purpose, may conflict with short-, medium-, or long-term financial interests and business performance, which may negatively impact the value of our Class A common stock" and "Risk Factors—As a Delaware public benefit corporation, we may be subject to increased litigation concerning our board of directors' obligation to balance our stockholders' pecuniary interests, the best interests of those materially affected by our conduct, and our the Company Purpose, the occurrence of which may have an adverse impact on our business, financial condition, and results of operations."

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

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With respect to one of the Class T director seats (the "Specified Class T Director"), the LTBT's ability to nominate that director, to remove that director without cause, or to change the director designated as the Specified Class T Director is subject to the concurrence of our NGC. If our NGC does not concur with such nomination, removal, or change in designation within 15 days of receiving notice, the matter will be submitted to a vote of the holders of our Class E common stock unless the LTBT elects to withdraw the notice. If submitted to a vote of the holders of Class E common stock, approval of the LTBT's proposal will require a majority of the votes cast by our Class E common stock (subject to a quorum of a majority of our outstanding Class E common stock). The LTBT may withdraw any notice of nomination, removal, or change in designation at any time before the taking of such a vote. Any Class T director, including the Specified Class T Director, may be removed for caus e, cause, which will be determined in accordance with Delaware law, without the concurrence of our NGC or the approval of the holders of our Class E common stock; provided, however, that each of the LTBT and the Founder LLC has agreed to provide 30 calendar days' notice to the other stockholder and the our NGC prior to effecting a removal of any director for cause.

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◦ until the third anniversary of the completion of this offering, upon approval by (i) our Class F common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a majority of the votes cast by our Class E common stock (subject to a quorum of 40% of the our outstanding Class E common stock), and (iii) a majority of the votes cast by our outstanding Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or ◦ at any time, upon approval by (i) our Class F common stock acting by decision of 66 2/3% of the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by our Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), and (iii) a majority of the votes cast by our Class A common stock (subject to a quorum of a majority of outstanding Class A common stock); or • if no Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments, upon approval of 85% of our outstanding shares of Class A common stock.

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

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Dr. Ben S. Bernanke has served as a T rustee Trustee since June 2026. Since 2014, Dr. Bernanke has been a Distinguished Fellow in Economic Studies at the Brookings Institution, a public policy research organization.

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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, to the LTBT, respectively. During the nine months ended September 30, 2026, we paid $8,425,213 to the LTBT. The LTBT is accounted for as a consolidated variable interest entity ("VIE") on our balance sheet (see Note 1 to our consolidated financial statements included elsewhere in this prospectus).

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Our seven co-founders co-founded Anthropic in January 2021. . Each co-founder will initially be a member of the Founder LLC and a Continuing Founder for purposes of the Class F common stock structure described above. Brief biographical information about each co-founder is set forth below. 13 Dario Amodei has served as our Chief Executive Officer and a member of our board of directors since co- founding Anthropic in January 2021. See the section titled "Management—Executive Officers" for Dr. Amodei's full biographical information.

Daniela Amodei has served as our President and a member of our board of directors since co-founding Anthropic in January 2021. Ms. Amodei also currently serves as the Chairperson of our board of directors. See the section titled "Management—Executive Officers" for Ms. Amodei's full biographical information.

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When voting on a proposal to amend the terms of the LTBT or the rights of our Class T common stock or to redeem our Class T common stock, in addition to the requisite approval of our Class A common stock as described more fully in the section titled "—Changes "—Long-Term Benefit Trust—Changes to the LTBT and Class T Common Stock," the requisite approval of our Class E common stock will require:

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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 Class E common stock will be determined after the closing completion of this offering. Our co-founders 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 that holder will not be able to vote any Class E common stock they hold during the period of such service.

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favor of such amendments:

favor of the action:

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quorum of 40% of our outstanding Class E

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favor of such amendments, upon approval of

85% of the outstanding shares of Class A

favor of the action, upon approval of 85% of

our outstanding Class A common stock.

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board of directors. However, the LTBT will would

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Management 16 changes

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The following table provides information regarding our executive officers and directors as of September 30, October 31, 2026:

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(5) Specified Class T Director D irector

(6) Lead independent director dire ctor

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Mr. Liddell has served as a Director of Commonwealth Fusion Systems, a fusion power company, since March 2025, and as a Director of the Council on Foreign Relations, a nonpartisan U.S. think tank focused on foreign policy and international affairs, since July 2025. He has also held positions with the U.S. government from January 2017 to January 2021, including serving at the White House as the Deputy Chief of Staff, Director of Strategic Initiatives, and as a member of the American Technology Council. Mr. Liddell holds a Master of Philosophy from the University of Oxford and a Bachelor of Engineering from the University of Auckland. We believe that Mr. Liddell is qualified to serve as a member of our board of directors because of his wide range of experience from his corporate and public service career and his deep expertise in the financial management of publicly listed companies.

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• The h older holder of our Class T common stock, the LTBT, will generally have the authority to elect and remove the four Class T directors, subject to the procedures described in the section titled "Our Governance Structure and Its Goals—Long-Term Benefit Trust—Election and Removal of Directors."

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• The holders of our Class F A common stock and Class A F 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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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, each of our directors would be assigned by the then-current board of directors to a class. If our Class T common stock remains outstanding, the Class T directors and the remaining directors shall be allocated among the classes so that each class includes a proportionate number of Class T directors and other directors. Upon expiration of the term of a class of directors, directors for that class would each be elected for a three-year term at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term would continue until the third annual meeting of stockholders following their election and until his or her their successor has been elected and qualified, or until his or her their 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 one-third of our directors.

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Our board of directors has appointed Daniela Amodei to serve as Chairperson of the our board of directors. As Chairperson, Ms. Amodei will preside over meetings of our board of directors and stockholders, advise the Chief Executive Officer, and perform such other duties as specified in our amended and restated bylaws or as determined by our board of directors from time to time.

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• assist the our board of directors in evaluating individuals to become members of our board of directors, including through the exercise of governance rights conferred upon the our NGC pursuant to our governing documents; ;

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In connection with our novel corporate governance structure, our NGC will also have the right to receive 30 days' prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder LLC or the proposed removal of such directors, as well as appointments and removals of the Trustees of the LTBT.

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

In connection with our novel corporate governance structure, our NGC will also have the right to receive 30 days' prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder LLC or the proposed removal of such directors, as well as appointments and removals of the Trustees. Our NGC may waive such notice periods in its discretion. With respect to the Specified Class T Director, the LTBT's ability to nominate or remove that director or change the director designated as the Specified Class T Director is subject to the concurrence of our NGC. These procedural requirements are intended to promote collaboration between the LTBT Trustees and our leadership in identifying and sourcing candidates to serve as LTBT Trustees or members of our board of directors, and do not give our board of directors the substantive ability to limit the LTBT's freedom to elect directors of its choosing. However, with respect to the Specified Class T Director, if our NGC does not concur with such nomination, removal, or change within 15 days of receiving notice, the matter may be submitted to a vote of the holders of our Class E common stock. When voting upon a proposal to nominate, remove, or change the Specified Class T Director, the requisite approval of our Class E common stock will require a majority of votes cast by our Class E common stock and quorum will require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock. The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

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Our safety and risk committee consists of two independent directors, currently Mr. Liddell and Dr. Narasimhan, with Dr. Narasimhan serving as Chairperson. Our safety and risk committee assists our board of directors in overseeing, among other things:

• the safety and security of our AI models, including the policies, processes, controls, and other measures we maintain to identify, assess, and manage significant model safety and security risks; and • the other material risks we face, including includi ng legal, regulatory, cybersecurity, privacy, and compliance risks.

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• an award of RSUs with a value of $400,000, which value will be converted to a number of shares of our Class A common stock subject to such award using the Conversion Methodology (an "Initial Award"); and • An award of RSUs with a value equal to the Annual Award Grant Value multiplied by the fraction obtained by dividing (A) the number of full months during the period beginning on the date the individual first becomes a non-employee director and ending on the one-year anniversary of the date of our then-most recent annual meeting of stockholders by (B) 12, which will be converted to a number of shares of our Class A common stock subject to such award using the Conversion Methodology (a "Pro- Rated Annual Award").

• an award of RSUs with a value equal to the Annual Award Grant Value multiplied by the fraction obtained by dividing (A) the number of full months during the period beginning on the date the individual first becomes a non-employee director and ending on the one-year anniversary of the date of our then-most recent annual meeting of stockholders by (B) 12, which will be converted to a number of shares of our Class A common stock subject to such award using the Conversion Methodology (a "Pro- Rated Annual Award").

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Executive compensation 9 changes

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We have adopted an executive compensation recoupment policy intended to comply with the requirements of Rule 10D-1 under the Exchange Act and the rules of the stock exchange on which our securities are listed ("Clawback Policy") that will be effective upon the effectiveness of the registration statement of which this prospectus forms a part. The Clawback Policy will generally require us to recover erroneously awarded incentive-based compensation that was received by covered executive officers in the event we are required to prepare an accounting restatement due to any material non-compliance with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy generally covers incentive-based compensation received on or after the effective date of the Clawback Policy and during the three-year period prior to the date we are required to prepare the financial restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received based on the restated financial measure.

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(2) These awards reflect the grant of RSUs subject to both a service-based vesting condition and a performance-based vesting condition, each of which must be satisfied in order for an RSU to vest, as described above in the section titled "—Elements of Executive Compensation—Long-Term Equity Incentive Program." The amount disclosed represents the aggregate grant date grant-date fair value of such RSU award, computed in accordance with FASB ASC Topic 718, based on the probable outcome of the performance performance-based condition as of the grant date.

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The following table sets forth informati on information regarding o utstanding outstanding equity awards held by our NEOs as of December 31, 2025:

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Share Reserve. The maximum aggregate number of shares that may be issued under our 2026 Plan is:

Share Reserve. The maximum aggregate number of shares that may be issued under our 2026 Plan is: (i) shares of our Class A common stock; plus (ii) the number of shares of our Class A common stock equal to the total shares of Voting Common Stock available for issuance pursuant to our 2021 Plan immediately prior to the termination of our 2021 Plan on the effective date of our 2026 Plan; plus (iii) the number of shares of our Class A common stock equal to the total shares of Voting Common Stock subject to awards previously granted under our 2021 Plan that, after the effective date of our 2026 Plan, would have returned to our 2021 Plan and become available for issuance pursuant to future awards under our 2021 Plan had our 2021 Plan not terminated on the effective date of our 2026 Plan (provided that the maximum number of shares pursuant to (ii) plus (iii) is shares).

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Types of Awards. Our 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, RSUs, and stock bonus awards to our employees, directors, and consultants and the employees and consultants of our subsidiaries.

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Certain Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend or distribution of property, including shares of a subsidiary), or reclassification of the shares, subdivision of the shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of common stock or other securities of the company or other significant corporate transaction, or other change affecting the common stock, occurs, the administrator, in order to prevent dilution, diminution, or enlargement of the benefits or potential benefits intended to be made available under our 2026 Plan, will, in such manner as it may deem equitable, adjust the number, kind, and class of securities that may be delivered under our 2026 Plan and/or the number, class, kind, and price of securities covered by each outstanding award, and the terms and conditions of any outstanding award (including, without limitation, any applicable performance targets or criteria with respect thereto).

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Eligibility. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates and specified service providers (including non-U.S. service providers) of the company or our designated affiliates may participate in our ESPP.

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Certain relationships and related person transactions 5 changes

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Principal stockholders 5 changes

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Description of the securities 35 changes

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Shares eligible for future sale 36 changes

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Material u.s. federal income tax consequences to non-u.s. holders of our class a common stock 2 changes

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Plan of distribution 23 changes

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Legal matters 1 change

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Where you can find additional information 1 change

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Notes to the financial statements 27 changes

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Note 1: Description of Business and Summary of Significant Accounting Policies 3 changes

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Note 2: Revenue 3 changes

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Note 3: Investments 5 changes

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Note 5: Goodwill and Intangible Assets 1 change

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Note 6: Property and Equipment, Net 1 change

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Note 7: Leases 2 changes

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Note 8: Supplemental Financial Information 4 changes

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Note 12: Net Loss per Share 8 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 15: Business Combinations 7 changes

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Note 16: Subsequent Events 8 changes

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Recent Sales of Unregistered Securities 5 changes

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Exhibits 16 changes

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