Anthropic, PBC: DRS filing (amended)

Cover page 6 changes

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As confidentially submitted to the Securities and Exchange Commission on September 3, 30, 2026.

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

Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine .

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See the section titled Risk Factors beginning on page 24 25 to read about factors you should consider before buying shares of our Class A common stock.

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United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States.

For investors outside the United States This offering includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland, and the United Kingdom. We do not currently intend to list our Class A common stock on any exchange in such jurisdictions. Neither we nor the selling stockholders, nor any of the underwriters, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States and the jurisdictions listed above. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United

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Select defined terms 1 change

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hallucinations refers refer to outputs in which an AI model generates factually incorrect or fabricated information with apparent confidence.

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Prospectus summary 24 changes

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

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

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

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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 needed to function more accurately and reliably. They can navigate and use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be embedded where work gets done, and our aim is to continue extending them to knowledge workers globally, a population that is estimated to exceed one billion in 2028. 3 Claude Code. The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market s understanding of what an AI system could do alongside a software developer it not only suggests the next line of code, but also plans, writes, tests, and debugs all the way to production-grade code that is ready to ship. Within months of its release, autonomous coding became the reference point for measuring the progress of frontier AI. For enterprise AI use cases, we believe the launch of Claude Code was comparable in its impact to the introduction of the first widely adopted conversational AI assistants. What makes Claude Code a Virtual Collaborator is its sustained reasoning, a harness that translates intent into actions, a sandboxed virtual environment that maintains a persistent state, integration with existing tools and systems, and a user-friendly interface. Its uses are highly varied and often surprising for example, NASA engineers used Claude Code to plan, write, and execute navigation commands for the Mars Perseverance rover, resulting in the first AI- planned drive on Mars.

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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 , 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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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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We believe the diffusion of AI through the global economy represents one of the largest opportunities in history to improve how humans live and work, and it is just beginning. In our view, the world has only begun to use the capabilities of today s frontier models, and the gap between what Claude can do and how broadly it is used represents one of our largest growth opportunities, alongside continued advances at the frontier. Claude s capabilities have evolved significantly in recent years, and we expect they will continue advancing rapidly. This will lead not only to an expanding addressable market, but also to an expanding scope of impact on the world. We aim to ensure that impact is as positive as possible. Our core advantages, the speed and scale of enterprise adoption of Claude, and our unprecedented financial model enable us to continue investing aggressively to build an AI-enabled future that benefits humanity broadly. Elements of our growth strategy include Talent and Culture . To recruit world-class researchers and engineers and retain exceptional people, we intend to continue investing in our low-ego, high-impact, and mission-aligned culture that has driven our talent density as we have scaled.

We aim to ensure that impact is as positive as possible. Our core advantages, the speed and scale of enterprise adoption of Claude, and our unprecedented financial model enable us to continue investing aggressively to build an AI-enabled future that benefits humanity broadly. Elements of our growth strategy include Talent and Culture . To recruit world-class researchers and engineers and retain exceptional people, we intend to continue investing in our low-ego, high-impact, and mission-aligned culture that has driven our talent density as we have scaled.

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As part of these initiatives, we will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic Public Benefit, LLC (the Public Benefit Entity ), our wholly owned subsidiary dedicated to the Company Purpose (as defined below), subject to stockholder approval (such issuance, the Initial Public Benefit Issuance ). Our board of directors has also approved a framework under which it may, in its discretion, contribute up to an additional % of our then- outstanding then-outstanding equity to the Public Benefit Entity (or other designee) each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price (the Public Benefit Issuances ). In addition, our co- founders 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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participate pro rata

participate pro rata

participate pro rata

participate pro rata

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

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

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Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary. These risks could adversely affect our business, financial condition, and results of operations, which could cause the market price of our Class A common stock to decline and could result in a loss of all or part of your investment. Additional risks, beyond those summarized below or discussed elsewhere in this prospectus, may apply to our business, activities, or operations as currently conducted or as we may conduct them in the future and in the markets in which we operate or may in the future operate. These risks include the following Our success depends in large part on our ability to continue to develop the most advanced and capable AI models, and any failure to do so could adversely affect our business.

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If the use of our AI models results in harm, whether such models are used through use by malicious actors are used in high-risk contexts, or otherwise result in a damaging outcome, misuse by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and brand, business, financial condition, and results of operations could be adversely affected.

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

We may be exposed to liability, litigation, and regulatory action arising from harms associated with our AI models, and our contractual protections and insurance may be insufficient, any of which could adversely affect our business, financial condition, and results of operations.

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voting rights, except as otherwise required by law. The

share of our Class T common stock has no voting rights

with respect to matters submitted to stockholders

generally, except as set forth within our amended and

voting rights, except as otherwise required by law. Shares of our Class T common stock have no voting rights with respect to matters submitted to stockholders generally, except as set forth within our amended and restated certificate of incorporation, including with respect to the election of a majority of our board of directors or as otherwise required by law. The share of our Class F common stock will be entitled to an aggregate number of votes that represents 50.1% of the total voting power of our outstanding shares as of the applicable record date on all matters submitted to a vote of stockholders generally, including the election of the directors other than the Class T directors. Shares of our Class E common stock will be entitled to one vote per share with respect to certain limited matters.

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Risk factors 122 changes

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The number of shares of our Class A common stock, Class N common stock, Class T common stock, and Class F common stock that will be outstanding after this offering is based on shares of our Class A common stock, shares of our Class N common stock, 1,000 shares one share of our Class T common stock, and one share of our Class F common stock outstanding as of June 30, 2026, which reflects the automatic conversion of (i) all outstanding shares of our Series A, C-1, D-1, D-2, E-1, F-1, G-1, and H-1 redeemable convertible preferred stock into shares of Class A common stock and (ii) all outstanding shares of our Series B, C-2, D-3, E-2, E-3, E-4, E-5, F-2, G-2, G-3, G-4, H-2, H-3, and H-4 redeemable convertible preferred stock into shares of Class N common stock, immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation (collectively, the Preferred Stock Conversion ) one share of our Class F common stock that will be issued immediately prior to the completion of this offering to the Founder LLC (the Class F Stock Issuance ) the conversion of $ in aggregate principal amount of our outstanding convertible promissory notes into shares of Class N common stock immediately prior to the completion of this offering, representing shares issuable to Amazon Web Services, Inc. upon the completion of this offering without causing it to exceed the applicable ownership cap (the the Initial Public Benefit Issuance, the shares of which will be considered legally outstanding, will not be considered outstanding for accounting purposes while held by our wholly owned subsidiary, and accordingly will not be reflected as outstanding in our consolidated financial statements and the net issuance of shares of Class A common stock subject to RSUs for which the service-based vesting condition was satisfied as of the date of this prospectus and the performance-based vesting condition will be satisfied upon the completion effectiveness of the registration statement of which this offering, 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 ).

The shares of our Class A common stock, Class N common stock, Class T common stock, and Class F common stock outstanding as of June 30, 2026 exclude the following 179,706,605 1,797,066,050 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of June 30, 2026, with a weighted-average exercise price of $28.89 $2.89 per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after June 30, 2026, with a weighted-average exercise price of shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the completion effectiveness of the registration statement of which this offering prospectus forms a part shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Amended and Restated Donation Matching Plan ( Donation (as amended and restated, the shares of our Class A common stock to be reserved for future issuance under our 2026 Equity Incentive Plan ( 2026 Plan ), which will become effective prior to the completion of this offering shares of our Class A common stock reserved for future issuance under our Amended and Restated 2021 Stock Plan ( 2021 Plan ) as of June 30, 2026, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our 2026 Employee Stock Purchase Plan ( ESPP ), which will become effective prior to the completion of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may be granted thereunder based on shares awards under our 2021 Plan that expire or are cancelled or forfeited, and shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations or are forfeited or otherwise repurchased by us, as more fully described in the section titled Executive Compensation Equity Plans .

Except as otherwise indicated, all information in this prospectus assumes the Preferred Stock Conversion will occur immediately prior to the completion of this offering the Convertible Notes Conversion will occur immediately prior to the completion of this offering the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the effectiveness of our amended and restated bylaws will each occur immediately prior to the completion of this offering the Class F Stock Issuance will occur immediately prior to the completion of this offering no issuance of shares of Class E common stock prior to the completion of this offering a -for-one 10-for-one forward split of our capital 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 June 30, 2026, other than the RSU Settlement and no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering.

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

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

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Sales, marketing, and partnerships

Other operating and administrative

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notes, derivative liabilities, and SAFEs

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Total other income (expense), net

Loss before provision for income taxes

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Net loss per share attributable to common

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Pro forma net loss per share, basic

Weighted-average number of shares

outstanding used to compute pro

forma net loss per share, basic and

(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.

The following table sets forth the computation of unaudited pro forma net loss per share, basic and diluted of common stock attributable to common stockholders for the periods presented (in millions, except share and per share amounts) Year Ended December 31, 2025 Six Months Ended June 30, 2026 Numerator Net loss $ (41,965) $ (80,748) Pro forma adjustment to record stock-based compensation expense related to RSUs for which the performance-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part Pro forma adjustment to eliminate the change in fair value recognized related to the Convertible Notes Conversion Pro forma net loss Denominator Weighted-average number of shares outstanding, basic and diluted 1,821,084,860 2,024,972,990 Pro forma adjustment to reflect the Preferred Stock Conversion Pro forma adjustment to reflect the RSU Settlement Pro forma adjustment to reflect the Convertible Notes Conversion Weighted-average number of shares outstanding used to compute pro forma net loss per share, basic and diluted (3)(4) Pro forma net loss per share, basic and diluted (3)(4) ______________ (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.

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(3) The pro forma weighted-average number of shares used in computing pro forma net loss per share gives effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on June 30, 2026, January 1, 2025 , (ii) the Convertible Notes Conversion, as if such conversion had occurred on June 30, 2026, January 1, 2025, (iii) stock-based compensation expense related to RSUs for which the Class F Stock Issuance, service-based vesting condition was satisfied or partially satisfied, and as if it the performance condition had occurred been satisfied on January 1, 2025, of $ and $ for the year ended December 31, 2025 and the six months ended June 30, 2026, (iv) the RSU Settlement, respectively, and (v) (iv) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering. 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.

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

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(1) The pro forma column in the consolidated balance sheet gives effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on June 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on June 30, 2026, (iv) the Initial Public Benefit Issuance, as if it had occurred on June 30, 2026, (v) 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 (vi) (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, and (ii) the sale and issuance b y us of shares of our Class A common stock in this offering, based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

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Our success depends in large part on our ability to continue to develop the most advanced and capable AI models, and any failure to do so could adversely affect our business.

Our success depends in large part on our ability to continuously develop, improve, and deploy the most advanced, capable, and useful AI models. Achieving and maintaining this position depends on our ability to advance the frontier of AI capabilities through breakthrough research, innovative architectures, and efficient training methodologies ensure our models are safe, reliable, and trustworthy while maintaining competitive performance secure the compute and infrastructure necessary to power and support our increasing needs advance compute efficiency through algorithmic and architectural innovations, including compute multiplier advancements retain the continued service of our co-founders, senior management team, and key technical employees, and attract, retain, and motivate leading researchers, engineers, and technical talent in an intensely competitive and evolving market continue revenue growth and maintain access to sufficient capital, including through potential equity and debt financing, to make the investments we believe are necessary to support our growth trajectory secure and maintain relationships with data providers, licensors, and partners to obtain the diverse, high-quality datasets necessary for world-class model performance secure and maintain relationships with cloud, ecosystem, and other partners to facilitate the diffusion of Claude build, operate, and maintain the infrastructure required to deploy frontier models cost-effectively and at scale translate model capabilities into products that meet evolving customer needs and achieve meaningful adoption ensure our models are safe, reliable, and trustworthy while maintaining competitive performance allocate substantial financial resources efficiently across research, infrastructure, and operations and navigate an evolving, uncertain, and at times divergent global regulatory landscape and engage with legislators, regulators, and other stakeholders to promote the development of regulatory frameworks that we believe are good for society, our customers, and the long-term health of the global economy.

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

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

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Our ability to meet the substantial and growing financial obligations of these requirements to secure compute depends on our ability to generate significant revenue growth. We must grow our customer base and expand revenue rapidly in order to generate the cash flows necessary to satisfy these commitments. If our revenue growth does not keep pace with our compute-related payment obligations, if we are unable to successfully convert our compute investment into revenue-generating customer workloads, if we fail to raise additional capital on acceptable terms, or if we experience other adverse developments affecting our liquidity, we may be unable to satisfy these obligations. Any such failure could also result in defaults under our agreements, loss of access to critical resources, and reputational harm. In particular, a default under certain commercial agreements could trigger cross-default provisions under the A&R Credit Agreement between us, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., dated (as of May 14, 2025, as amended (the Credit Agreement ), defined below), and certain of our outstanding convertible promissory notes, potentially resulting in the acceleration of substantially all of our outstanding, and any future, indebtedness. Such cross- defaults cross-defaults could set off a cascading series of adverse consequences, including the exercise of remedies by multiple creditors, the termination of key commercial arrangements, enforcement actions against our assets, and severe liquidity constraints. An acceleration of our indebtedness, combined with the loss of access to critical data center infrastructure, among other things, could impair our ability to train and deploy models, serve customers, and fund ongoing operations, which could have an adverse effect on our business, financial condition, and results of operations. For more information, see the sections titled We have incurred significant indebtedness in order to operate and grow our business, including to fund our substantial compute commitments, and our ability to service this indebtedness may be constrained by our cash flows and liquidity and We may not have the ability to raise the funds necessary to repay the principal and accrued interest of our outstanding convertible promissory notes or the Credit Agreement in cash when required by the terms of the notes or the Credit Agreement, as applicable, or at their maturity.

For more information, see the sections titled We have incurred significant indebtedness in order to operate and grow our business, including to fund our substantial compute commitments, and our ability to service this indebtedness may be constrained by our cash flows and liquidity and We may not have the ability to raise the funds necessary to repay the principal and accrued interest of our outstanding convertible promissory notes or the A&R Credit Agreement in cash when required by the terms of the notes or the A&R Credit Agreement, as applicable, or at their maturity.

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

The operation of data centers at the scale required for frontier AI development and deployment consumes substantial quantities of electrical power. The availability of sufficient electrical power has emerged as a significant constraint on data center development and expansion in many geographies, including the United States. Electrical grid infrastructure in the United States and other countries was not designed to accommodate the rapid increase in demand associated with AI development, and the lead times required to build new generation capacity, transmission infrastructure, and grid interconnections can extend for years. Demand on electric grid infrastructure is also increasing as a result of the increased electrification of homes, vehicles, and industry, and this growing demand is occurring at a time when power generation capacity additions, transmission expansion, and grid modernization efforts have not kept pace and certain existing generation resources are being retired, all of which has contributed to higher electricity prices and longer interconnection timelines in certain regions. We have publicly committed to covering the cost of electricity price increases to consumers caused by our data centers, including both the cost of electricity itself and the infrastructure necessary to deliver it.

Our access to electrical power also depends on our ability, and the ability of the third parties on which we rely for the construction, management, and operation of our data center facilities, to negotiate and maintain contracts with utility providers and grid operators and to obtain approvals from public utility commissions and other regulators. These parties may be unable or unwilling to approve, or may condition or delay, the connections, capacity expansions, special or negotiated rate arrangements, and infrastructure investments necessary to support data center growth, or may grant them only at costs that limit the economic efficiency and viability of certain facilities, such as by requiring us to bear grid upgrade or interconnection costs beyond those attributable to serving our facilities representing a larger share of costs than is required under existing or prior regulatory constructs. Interconnection queues for large new electricity loads have also lengthened substantially in many regions, which could delay or limit our access to grid power. Utility providers and regulators may also reallocate previously committed capacity that our data center facilities may require. In many jurisdictions, a single utility provider has substantial control over the terms, timing, and cost of the service and infrastructure necessary to power our data center facilities. The commercial and regulatory priorities of utility providers may differ from ours, including with respect to which infrastructure investments are made, how their costs are allocated, and whether alternative or self-supplied generation arrangements are permitted and on what conditions. Utility providers and other stakeholders may also seek regulatory or legislative measures affecting large electricity loads, self-supply, or alternative power generation arrangements. The outcomes of our negotiations and regulatory proceedings involving utilities are uncertain, and unfavorable results could increase our costs, delay our projects, or limit the alternatives available to us. More broadly, regulatory proceedings relating to cost allocation, rate design, and the treatment of large electricity loads are ongoing in numerous jurisdictions, and adverse outcomes, changes in policy, or the imposition of new tariffs, surcharges, or curtailment obligations applicable to data centers could increase our costs or limit our access to electrical power.

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

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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 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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We compete directly with companies developing frontier models for third-party software developers and enterprises. Our primary competitors in this category include Alphabet Inc. ( Google ) and OpenAI Inc. Group PBC ( OpenAI ). These competitors are developing increasingly capable AI systems and compete with us for customers, talent, compute, and strategic partnerships. Many have substantially greater financial, technical, and marketing resources than we do, their own or greater access to sources of compute, longer operating histories, greater brand recognition, and established relationships with current and potential customers and partners, which facilitates their ability to integrate their models into first-party applications sold directly to businesses.

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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.

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, cost, or on the timeline we require.

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Our ability to retain customers and drive expansion also depends on our continued investment in product development. The process of developing products and incorporating new technologies is complex and uncertain, and if we fail to accurately predict customers changing needs and emerging technological trends and opportunities, we may not be able to compete effectively and our business and ability to generate revenue could be adversely affected. As AI technology evolves rapidly, customers may perceive our models, platform, and applications as becoming outdated or may expect continuous improvements to model performance and capabilities. Even minor degradations in model performance or increases in response latency could cause customers to reduce usage or switch to competitors. If we are unable to retain existing customers or if our customers do not maintain their usage levels, our revenue and growth could be adversely affected. For additional discussion on product development, see the section titled Our success depends in large part on our ability to continue to develop the most advanced and capable AI models, and any failure to do so could adversely affect our business.

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As part of our commitment to responsible security research and transparency, we disclose information about the capability and safety of our models, the safeguards that we have adopted with respect to our models, and instances of misuse of our technology, such as the September 2025 cyberattack described above. We also publish model system cards, our Frontier Red Team research findings, and other safety-related information.

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

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

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

If the use of our AI models results in harm, whether such models are used through use by malicious actors are used in high-risk contexts, or otherwise result in a damaging outcome, misuse by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and brand, business, financial condition, and results of operations could be adversely affected.

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

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

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

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

For example, in September 2025, we detected and assessed with high confidence that a Chinese state-sponsored hacking group manipulated our Claude Code tool into attempting infiltration into roughly 30 global targets, including large technology companies, financial institutions, chemical manufacturing companies, and government agencies, resulting in a limited number of successful intrusions. We believe this is the first documented case of a large-scale cyberattack executed without substantial human intervention. We expect that malicious actors, including sophisticated state-sponsored actors, will continue to seek to leverage our models, platform, and applications for harmful actions, including by circumventing our safeguards, and their efforts to do so may increase as the capabilities of our technology increase. Any successful attempt to misuse, or any perceived misuse of, our models, platform, and applications for a cyberattack or for any other malicious purpose could result in exposure to liability, disruption of our customer or other commercial relationships, or damage to our reputation. The risks of such harms may increase as the cybersecurity-related capabilities of our models, platform, and applications increase. Independent security researchers and other third parties have also used, and may in the future use, our models to identify and exploit vulnerabilities in the systems of other companies, including other AI developers, at times in connection with authorized bug bounty programs. While such activity may be lawful and consistent with industry practice for vulnerability research, it illustrates that our models can function as a general-purpose tool for gaining unauthorized access to third-party systems, and comparable capabilities could be used by malicious actors without authorization. Such incidents, whether or not we are a direct party to them, may draw public and regulatory attention to the offensive cybersecurity capabilities of our models and could result in reputational harm, calls for additional restrictions on our models, or claims that we failed to adequately safeguard against such uses. For more information about risks related to security incidents, see the section titled Any security breaches or other incidents, including those that affect our networks, systems, or data, or the networks, systems, or data of our service providers, suppliers, or customers, could adversely affect our business, financial condition, and results of operations.

As part of our commitment to responsible security research and transparency, we disclose information about the capability and safety of our models, the safeguards that we have adopted with respect to our models, and instances of misuse of our technology, such as the September 2025 cyberattack described above. We also publish model system cards, our research findings, and other safety-related information. We take steps to ensure that such disclosures will not materially assist malicious activity but and weigh the benefits and risks of such disclosures from an ecosystem preparedness perspective however, malicious actors, including sophisticated state-sponsored adversaries, have in the past and may in the future use those disclosures to assist their attempts to circumvent our safeguards and security measures, thereby increasing the risks of misuse of our models, platform, and applications, and as well as the potential for exposure to liability, regulatory or litigation proceedings, or other harms. In addition, because these disclosures describe risks and observed model behaviors in detail, they may draw heightened public, media, or regulatory attention and could be cited by regulators, litigants, or others in proceedings or claims against us. The steps we take to prevent misuse of our models, platform, and applications are incomplete or may fail to operate as intended, and any actual or perceived misuse could adversely affect our business, financial condition, and results of operations.

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

Our AI models may themselves cause harm by producing undesirable outputs or behaving in unintended, misaligned, or autonomous ways, including by taking unintended or harmful actions that no user or third party directed. These risks may increase as our models become more capable and are granted greater autonomy, permissions, and integration with external systems. Although we continue to study why these behaviors emerge, our understanding continues to evolve, and we may be unable to anticipate or understand such behaviors in the future.

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

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Even isolated or simulated instances of such behavior, whether occurring in testing or real-world deployments, and whether occurring with our models or models developed by others, could generate significant public concern, regulatory scrutiny, litigation risk, or reputational harm, regardless of whether such behavior results in actual harm. Concerns have been raised both within our organization and by other researchers, policymakers, and industry participants that sufficiently advanced AI systems could, if not developed, deployed, and operated with appropriate safeguards, oversight, and security measures, pose catastrophic or existential risks to humanity, particularly if such systems were misused, replicated, weaponized, or allowed to operate with a high degree of autonomy. We have observed that our models are contributing to the pace of our own research and these risks will increase as AI systems substantially automate AI research and development if, for example, they accelerate AI progress beyond our ability to evaluate and safeguard new models, which could adversely affect our business, financial condition, and results of operations.

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In an agentic workflow, an error or unintended action at any individual step may propagate through subsequent steps, compounding the severity of harm before detection or correction. The pace and volume of autonomous execution, particularly in enterprise deployments, may also exceed the capacity of human reviewers to meaningfully evaluate whether each action is appropriate. The effectiveness of human oversight over our agentic offerings may be limited by the speed and volume of autonomous agent actions, the complexity of multi-step workflows that may make it difficult for reviewers to assess whether an agent s actions are appropriate, and organizational pressures within customer environments to maximize agent autonomy in order to achieve productivity gains. Human reviewers may experience alert fatigue, may lack sufficient context to evaluate agent decisions, or may not review agent actions in time to prevent harm, particularly in high-volume enterprise deployments where agents operate concurrently across multiple workflows. In addition, agentic systems may pursue stated objectives in ways that are technically consistent with their instructions but contrary to the user s actual intent. Moreover, our ability to anticipate, detect, or test vulnerabilities in such systems may be constrained, particularly where agents operate across complex, multi-step workflows or interact with third- party services outside our control, and the breadth and complexity of potential interactions across such multi- step agent behaviors cannot be exhaustively tested prior to deployment. Separately, models may behave in a misaligned manner and take harmful actions that are not directed by a user or third party, pursuing objectives or acting on dispositions that diverge from those intended by human users or developers. Misaligned behaviors of this kind, whether occurring in testing or real-world deployments, have been observed both in our models and elsewhere in the industry, including in testing and internal use, models circumventing network and sandbox restrictions, granting themselves permissions they had not been given, taking destructive actions in pursuit of assigned goals, interfering with other AI agents, and misrepresenting whether tasks had been completed or verified, and as models are granted greater autonomy, permissions, and integration with external systems, the consequences of such misaligned behavior increase. These risks may be heightened where multiple AI agents operate together. Agents that interact or coordinate with one another may amplify, propagate, or reinforce misaligned behavior across the group, pursue objectives collect ively in ways not intended or endorsed by any user, or take coordinated actions against systems or targets unrelated to their assigned tasks, in each case, in ways that may be difficult to anticipate, detect, or contain. Incidents of this kind have occurred, and we expect the deployment and interaction of larger numbers of autonomous agents to increase these risks over time.

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

We are also extending our models, platform, and applications into scientific, biomedical, and physical domains.

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

In addition, maintaining comprehensive records of the actions, decisions, and reasoning of our agentic systems across complex, multi-step workflows is technically challenging, particularly when agents interact with third- party systems outside our control, and any inability to provide adequate audit trails could impair our ability to investigate incidents, respond to regulatory inquiries, or defend against liability claims. These risks are heightened by the fact that we use our own agentic offerings, including Claude Code, as critical tools in our internal development processes, such that any errors, vulnerabilities, or degradation in these products could directly impair our ability to develop and deploy future models and products. As we increasingly leverage Claude to accelerate progress within Anthropic, our organization may lose visibility across certain processes in a way that may become difficult for any individual or group of humans to understand and control. Because our models write a large and growing share of our code and increasingly perform our research, including our safety research, misaligned behavior in internal use could undermine that work, introduce vulnerabilities into our systems or into the training of future models, or result in models operating outside of our intended controls.

Our monitoring does not cover all of our internal and external deployments and may not detect subtle or diffuse forms of such behavior.

Any of the foregoing model behaviors, whether in testing or in real-world deployments and whether involving our models or those of others, could result in safety incidents, reputational harm, increased regulatory scrutiny, or liability, any of which could adversely affect our business, financial condition, and results of operations.

We may be exposed to liability, litigation, and regulatory action arising from harms associated with our AI models, and our contractual protections and insurance may be insufficient, any of which could adversely affect our business, financial condition, and results of operations.

Harms associated with our AI models, whether arising from misuse by third parties, from our models own behavior, or from their deployment in high-risk or sensitive contexts, may expose us to liability, litigation, and regulatory action, including under theories that remain unsettled as applied to AI, and our contractual and insurance protections may prove insufficient.

Individuals at risk of suicide or self-harm or who have committed acts of violence toward others have used, and may also in the future use, our models, notwithstanding our safeguards. AI models developed by others in our industry have been and may in the future be alleged to have played a role in instances of suicide, acts of violence toward others, or serious self-harm, which have resulted and may in the future result in significant public scrutiny, litigation, criminal investigations, regulatory attention, and reputational harm.

Similar incidents involving our models have presented and could in the future present substantial risk to our reputation, expose us to legal, regulatory, and other proceedings, and adversely affect our business, financial condition, and results of operations. While our current Consumer Terms of Service requires our users to be at least 18 years of age, minors have accessed in the past, and may in the future access, the platform, and risks relating to child safety may be particularly acute, as minors may be more susceptible to harmful content, manipulation, or overreliance on AI outputs, and incidents involving children tend to draw heightened regulatory, media, and public scrutiny. State attorneys general and private plaintiffs have also begun to assert tort, product liability, consumer protection, and failure-to-warn claims against companies in our industry, alleging that AI models caused or contributed to harm and that the developer failed to adequately warn users of known risks. Regulators have obtained substantial monetary settlements and injunctive relief against other technology companies based on analogous theories of product-design or algorithmic harm, and we believe similar theories are likely to continue to be tested against us and other companies in our industry as adoption of our models grows, including by minors and other vulnerable users, notwithstanding our efforts to restrict such access. Any determination that we are liable under such theories, or any judicial or regulatory expansion of tort, product liability, or consumer protection law as applied to AI models, could result in significant liability and require us to change how we design and offer our models, platform, and applications.

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

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

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

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. There can be no assurance, however, that the safeguards or access regimes we adopt will prove adequate, that we will correctly identify which capabilities require restriction, or that constraints we impose will not be circumvented. These judgments are particularly consequential because, as AI systems become more capable, the potential severity of harm from misaligned or misused models increases correspondingly, and a wide range of stakeholders, including researchers and policymakers, have raised concerns that sufficiently advanced AI systems could pose catastrophic or existential risks to society if not developed and deployed responsibly. Our safety-focused approach is designed in part to mitigate such risks, but there can be no assurance that our efforts will be successful or that the broader AI industry will adopt similar safeguards. In particular, as AI systems become more autonomous and capable of taking consequential actions with less human oversight, there is a risk that such systems could, whether due to misalignment with human intentions, errors in objective specification, or self-preserving behaviors, take harmful actions independently and at scale without human intervention. Even if our own models do not cause such harm, a significant safety incident involving any frontier AI could trigger broad reputational damage to the AI industry, public backlash, and sweeping regulatory responses that could adversely affect our business. We may misjudge these trade-offs, either by being overly cautious and potentially losing market opportunities, or by being insufficiently rigorous and releasing models, platforms, or applications that cause harm. Even where human oversight mechanisms are in place, such mechanisms may prove insufficient in practice if the volume, speed, or complexity of autonomous agent actions exceeds the capacity of human reviewers to meaningfully evaluate and intervene, and any perceived failure of our oversight mechanisms could expose us to regulatory enforcement, liability claims, and reputational harm. For more information, see the section titled If the use of our AI models results in harm, whether such models are used through use by malicious actors are used in high-risk contexts, or otherwise result in a damaging outcome, misuse by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and brand, business, financial condition, and results of operations could be adversely affected.

Moreover, governmental authorities have restricted, and may in the future further restrict, the availability of our models, including based on their assessment of the capabilities or safeguards of our models, independent of our own safety-based access decisions. For example, in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models, and to comply with such restrictions, which we disabled Fable 5 and Mythos 5 models for all customers In collaboration with the U.S. government and industry partners, we updated our safeguards and we re-deployed our Fable 5 and Mythos 5 models once the U.S. government lifted its until those restrictions were lifted. For more information, see the section titled Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets.

Internal Governance and Decision-Making.

To institutionalize our safety commitments and ensure we are managed in a manner that responsibly balances our tripartite goals as a PBC, we have established the LTBT, which through a special class of common stock, the Class T common stock, generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors. In addition to the LTBT and our structure as a PBC, we have established a Constitutional AI training process and adopted and continued to update safety policies, such as our Responsible Scaling Policy. We also solicit and seriously consider input from a wide range of stakeholders and constituents, including our stockholders, employees, customers, the LTBT, industry leaders and experts, and AI safety organizations. Such practices and processes have previously resulted in, and may in the future result in, slower decision-making and product releases. We may also face potential conflicts when safety and business interests diverge. If we do not successfully manage these risks related to our AI safety processes and practices, or if there is a perception that we have not successfully managed such risks, we may face reputational harm, internal conflicts resulting in a deterioration of our company culture, slower or inferior product releases, or litigation. For more information, see the section titled Risks Related to our Governance Structure.

We have implemented an embedded-evaluator program and engage researchers, adversarial testers, and other third parties to support aspects of our safety, security, and model-evaluation efforts. Certain of these arrangements are novel and may require us to provide such parties with access to internal information, systems, personnel, or models, which could increase the risk of disclosure of confidential, proprietary, or other sensitive information. In addition, findings, assessments, or public statements by such third parties may differ from our views and could adversely affect customer trust, regulatory perceptions, or our reputation.

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In addition, we have the ability to issue, if needed, up to $42.0 billion in aggregate principal amount of convertible promissory notes to Broadcom or, subject to our consent (not to be unreasonably withheld), a designated financial partner pursuant to a note purchase agreement that we entered into with Broadcom in March 2026 (the Infrastructure Partner 2026 NPA ) to finance obligations under the 2026 Lease Arrangement. We may be required to use a substantial portion of our cash flows from operations to pay interest, principal, or other required payments on our indebtedness.

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, and as well as pursuant to agreements we entered into in connection with an equipment lease with a third-party partner, Broadcom Inc. ( Broadcom ) in March 2026 to procure specialized AI accelerators and associated components (under which Broadcom intends to assign to a designated financial partner) (the 2026 Lease Arrangement ). In addition, we have the ability to issue, if needed, up to $42.0 billion in aggregate principal amount of convertible promissory notes to Broadcom or, subject to our consent (not to be unreasonably withheld), a designated financial partner pursuant to a note purchase agreement that we entered into with Broadcom in March 2026 (the Infrastructure Partner 2026 NPA ) to finance obligations under the 2026 Lease Arrangement. We may be required to use a substantial portion of our cash flows from operations to pay interest, principal, or other required payments on our indebtedness.

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Our ability to make scheduled payments in respect of, to pay interest on, or to refinance our indebtedness, including the A&R Credit Agreement and our outstanding convertible promissory notes, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes and may limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans, and other investments. Our business may not be able to generate cash flows from operations in the future that are sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations and adversely affect our financial condition. Further, the terms of our the A&R Credit Agreement and the Infrastructure Partner 2026 NPA include a number of covenants that limit our ability and our subsidiaries ability to, among other things, incur additional indebtedness, create liens, make asset sales or investments, engage in mergers or other fundamental changes, pay dividends or distributions, repurchase or redeem equity interests, and enter into transactions with affiliates. The terms of our the A&R Credit Agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs. For more information, see the sections titled We may require additional capital to meet our substantial ongoing obligations and support our business growth, and our ability to generate sufficient revenue and secure additional capital on acceptable terms is critical to our continued operations and competitive position and If the market for our models, platform, and applications develops more slowly than we expect or declines, our growth may slow or stall, and our business, financial condition, and results of operations could be adversely affected.

We are also subject to variable interest rate risk because the interest rate under our the A&R Credit Agreement varies based on a margin over an indexed rate or an adjusted base rate. If interest rates associated with our floating rate debt increase, our debt service obligations in connection with our the A&R Credit Agreement would increase even though the amount borrowed remained the same, and our available cash would correspondingly decrease. Our substantial amount of debt, combined with variable interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or our ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions.

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A failure by us to comply with the covenants, including those tied, in part, to operational and performance- based metrics, or payment obligations under our the A&R Credit Agreement or our outstanding convertible promissory notes, as applicable, whether as a result of financial constraints, operational challenges, inexperience managing complex infrastructure and large-scale capital commitments, or otherwise, could result in an event of default under these instruments. Upon an event of default under the A&R Credit Agreement, the lenders would have the right to accelerate all amounts outstanding and exercise other remedies available to them, including enforcing their rights against the collateral securing the A&R Credit Agreement. An event of default under our outstanding convertible promissory notes would similarly give the noteholders the right to declare all amounts outstanding under our outstanding convertible promissory notes immediately due and payable. If the indebtedness under our the A&R Credit Agreement and or outstanding convertible promissory notes were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance such indebtedness or sell sufficient assets to repay such indebtedness, which could adversely affect our business, cash flows, financial condition, and results of operations. Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.

We may not have the ability to raise the funds necessary to repay the principal and accrued interest of our outstanding convertible promissory notes or the A&R Credit Agreement in cash when required by the terms of the notes or the A&R Credit Agreement, as applicable, or at their maturity.

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

Our failure to repay any outstanding convertible promissory notes or amounts outstanding under the A&R Credit Agreement, as applicable, at a time when the repayment is required, or to pay cash upon any conversion of outstanding convertible promissory notes, as applicable, as required pursuant to the terms of each note or the applicable NPA, would constitute a default thereunder. A default under an outstanding convertible promissory note and or the applicable NPA as well as the A&R Credit Agreement could also lead to a default under agreements governing our existing and future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repay the amounts outstanding under the A&R Credit Agreement or outstanding convertible promissory notes at the applicable maturity, or when repayment is otherwise required pursuant to the terms of the note.

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and 42 more changes in the filing

Industry, market, and other data 1 change

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The sources of the statistical data, estimates, and market and industry data contained in this prospectus are identified by superscript notations and are provided below International Data Corporation, ( IDC ), The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026.

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Dividend policy 1 change

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to finance the operation and expansion of our business and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. In addition, the terms of our the A&R Credit Agreement place certain limitations on the amount of cash dividends we can pay, even if no amounts are currently outstanding under the credit facility.

Capitalization 16 changes

The following table sets forth our cash, cash equivalents, and short-term investments, as well as our capitalization, as of June 30, 2026 as follows on an actual basis on a pro forma basis, giving effect to (i) the Preferred Stock Conversion, as if such conversion had occurred on June 30, 2026, (ii) the Convertible Notes Conversion, as if such conversion had occurred on June 30, 2026, (iii) the Class F Stock Issuance, as if it had occurred on June 30, 2026, (iv) the Initial Public Benefit Issuance, as if it had occurred on June 30, 2026, (v) 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 (vi) (v) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering and on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above, (ii) the sale and issuance by us of shares of our Class A common stock in this offering, based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

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

10,991,000,000 shares authorized, 2,157,398,120 shares

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

7,044,000,000 shares authorized, 30,643,060 shares

issued and outstanding, actual shares authorized,

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1,000 shares authorized, 1,000 shares issued and

outstanding, actual 1,000 shares authorized, 1,000 shares

issued and outstanding, pro forma and 1,000 shares

Class T common stock, par value $0.00001 per share 1

share authorized, 1 share issued and outstanding, actual 1

share authorized, 1,000 shares 1 share issued and outstanding, pro

forma and 1 share authorized, 1 share issued and

outstanding, pro forma as adjusted

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The pro forma and pro forma as adjusted columns in the table above are based on shares of our Class A common stock, shares of our Class N common stock, 1,000 shares one share of our Class T common stock, and one share of our Class F common stock outstanding as of June 30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, Class F Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement), and exclude the following 179,706,605 1,797,066,050 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of June 30, 2026, with a weighted-average exercise price of $28.89 $2.89 per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after June 30, 2026, with a weighted-average exercise price of shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the completion effectiveness of the registration statement of which this offering prospectus forms a part and shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan shares of our Class A common stock to be reserved for future issuance under our 2026 Plan, which will become effective prior to the completion of this offering shares of our Class A common stock reserved for future issuance under our 2021 Plan, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may be granted thereunder based on shares awards under our 2021 Plan that expire or are cancelled or forfeited, and shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited or otherwise repurchased by us, as more fully described in the section titled Executive Compensation Equity Plans.

Dilution 4 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 June 30, 2026 was $(128.3) billion , or $(586.47) $(58.65) per share . Our pro forma net tangible book value as of June 30, 2026 was $ , or $ per share, based on the total number of shares of our Class A common stock and Class N common stock outstanding as of June 30, 2026, after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, Initial Public Benefit Issuance, and the RSU Settlement.

After giving effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the use of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations related to the RSU Settlement, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been $ , or $ per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution on a per share basis Assumed initial public offering price per share $ Historical net tangible book value per share as of June 30, 2026 $ (586.47) (58.65) Increase per share attributable to the pro forma adjustments described above Pro forma net tangible book value per share as of June 30, 2026 Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of Class A common stock in this offering Pro forma as adjusted net tangible book value per share immediately after this offering Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering $ The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of Class A common stock in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The number of shares of our Class A common stock, Class N common stock, Class T common stock, and Class F common stock that will be outstanding after this offering is based on shares of our Class A common stock, shares of our Class N common stock, 1,000 shares one share of our Class T common stock, and one share of our Class F common stock outstanding as of June 30, 2026 (after giving effect to the Preferred Stock Conversion, Convertible Notes Conversion, Class F Stock Issuance, Initial Public Benefit Issuance, and RSU Settlement), and excludes 179,706,605 1,797,066,050 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock outstanding as of June 30, 2026, with a weighted-average exercise price of $28.89 $2.89 per share shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after June 30, 2026, with a weighted-average exercise price of shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of the date of this prospectus, but for which (i) the service-based vesting condition was not satisfied as of such date and (ii) the performance-based vesting condition, if applicable, will be satisfied upon the completion effectiveness of the registration statement of which this offering prospectus forms a part and shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of shares of our Class A common stock reserved for future issuance upon conversion of Class N common stock issuable under our Donation Matching Plan shares of our Class A common stock to be reserved for future issuance under our 2026 Plan, which will become effective prior to the completion of this offering shares of our Class A common stock reserved for future issuance under our 2021 Plan, which number of shares will be added to the shares of our Class A common stock to be reserved for future issuance under our 2026 Plan upon its effectiveness, at which time we will cease granting awards under our 2021 Plan and shares of our Class A common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

Our 2026 Plan and ESPP each provide for an annual automatic increase in the number of shares of our Class A common stock reserved thereunder, and our 2026 Plan provides for increases to the number of shares that may be granted thereunder based on shares awards under our 2021 Plan that expire or are cancelled or forfeited, and shares under our 2021 Plan that are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited or otherwise repurchased by us, as more fully described in the section titled Executive Compensation Equity Plans.

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MD&A 66 changes

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We deliver this intelligence through an integrated approach. Our Claude model family is the foundation, with model classes optimized for different points along the capability-cost-speed curve. On top of our models, Claude Platform gives developers access to the primitives we use ourselves, which they can use to build their own AI solutions. We have also built first-party applications on Claude Platform for customers that prefer a ready-to- deploy option. We believe the value of this integrated approach is reflected in the increasing number of customers that use both Claude Platform and our first-party applications. For the months ended , % of our customers with $100,000 or more of revenue on a TTM basis used Claude Platform and at least one of our first-party applications, up from % for the months ended .

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

This customer custo mer 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 % as of .

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For example, % of code contributed the contributions to our codebase in was were written by Claude. Code. Additionally, the average daily volume of code contributed to our codebase per engineer in the months ended was times the average daily volume in the ended .

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

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Our recent growth may reflect early-stage adoption dynamics, the nascency of the AI market, and rapid initial customer expansion that may not be sustainable over time. We expect our revenue growth rate to decline over time, and it may decline significantly and more rapidly than we anticipate as our revenue base increases and as the market matures.

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Together, these approaches have led to a structurally efficient approach to facilitating the diffusion of Claude in the economy, with our sales, marketing, and partnership costs (inclusive of costs associated with providing free access to our service) as a percentage of revenue representing 19% of revenue for the six months ended June 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 may will adversely impact our results of operations. Our compute commitments are substantial and generally must be satisfied regardless of our revenue or utilization, while our access to additional capital depends on a number of conditions, many of which are outside our control, including market conditions and investor demand. In addition, a portion of our compute and infrastructure build-out has been funded or supported by capital or credit support provided or facilitated by certain of our CSPs and chip partners. Our ability to reduce this reliance over time is a function in part of our ability to obtain financing from independent sources on our own credit.

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

In the months ended , we launched an aggregate of new model versions, platform features, and applications, including new capabilities in Claude Code, Claude Cowork, and vertical solutions for key industries. Our growth depends on continuing this pace of product innovation and reducing the friction between Claude s capabilities and customer workflows. Our growth also depends on how quickly new capabilities reach customers, which in turn depends on the steps we take to assess and mitigate the risks of each model during development and before and after release. In the past, these steps have included delaying the release of new models and limiting their initial availability, such as our initial release of Mythos through Project Glasswing, and in the future, as we learn more about model capabilities and behavior, could include additional measures that affect whether, how, and when we develop or release new models or capabilities. These measures, and any laws, regulations, or standards governing frontier AI development that may be adopted, could cause new use cases to emerge more slowly and slow the enterprise adoption and expansion on which our revenue growth depends. We believe that enterprises prefer models that are safe and aligned, and that our continued investment in safety strengthens customer trust and supports long-term adoption.

4 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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Customer Usage Patterns

In addition, as of , we had customers with $1 million or more of revenue on a TTM basis and customers with $10 million or more of revenue on a TTM basis. Despite this growth, our penetration into the largest enterprises remains early. % of the Fortune 500 and % of the Global 2000 were customers with $100,000 or more of revenue on a TTM basis as of . We believe we are in the early stages in our expansion within these customers, with our revenue from these Fortune 500 customers representing, on average, less than % of their total expenses for the three months ended .

We compare this measure against our largest Fortune 500 customers, who are further along in their adoption of AI. For the three months ended , revenue from our top 10 Fortune 500 customers represented, on average, less than % of their total expenses still a small fraction of their overall spend, but times the average of our Fortune 500 customers with $100,000 or more of revenue on a TTM basis. We believe the difference reflects the substantial runway we have to deepen adoption, both within our largest customers and within customers earlier in their adoption of Claude. 4 Customer Usage Patterns Our revenue is influenced by customer usage patterns, which are impacted by the frequency and capability of new model version releases, as well as seasonal trends, each of which can create variability in our results from period to period. The continuous and overlapping cadence of new model version releases is inherent to remaining at the frontier of AI development. For example, in the months ended , we released new model versions, which accounted for % of our revenue for the months ended . As we have released successive versions of Claude models, we have continued to see revenue growth as new capabilities unlock additional use cases, prompting new customers to adopt Claude and existing customers to expand their usage.

Our customer usage patterns have also typically exhibited seasonality, particularly around holiday and vacation periods in the summer and winter, when certain workflows slow down and overall customer activity declines. For example, developer commits and feature launches are typically slower during the code freezes that many companies schedule over holidays.

For example, developer commits and feature launches are typically slower during the code freezes that many companies schedule over holidays. However, our historical growth rates may mask the impact of seasonal trends on our results. These dynamics are inherent aspects of a pay-for-intelligence revenue model and may be important determinants of our financial results in future periods.

Because of these seasonal patterns, our results of operations have varied, and are expected to continue to vary, from period to period, and our results for any one period may not be indicative of our results for any future period. As our revenue growth rate declines over time, we expect seasonal effects to become more apparent in, and to have a greater effect on, our period-to-period results, and to make it more difficult to forecast our results of operations.

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As part of these initiatives, we will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic the Public Benefit LLC, Entity, our wholly owned subsidiary dedicated to the Company Purpose, subject to stockholder approval, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue shares of our Class N common stock representing up to an additional % of our then-outstanding equity to Anthropic the Public Benefit LLC Entity (or other designee) each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average share price over the ten trading days prior to such issuance also exceeds that threshold. Although our board of directors a committee thereof, or such other parties as they direct, has approved this framework, any future contributions will determine be made at the allocations and distributions discretion of our board of directors. The equity over time shares that will be contributed to the Public Benefit Entity, 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 efforts. Although initiatives. Our board of directors has approved this framework, any future contributions will be made determine the allocations and distributions from the Public Benefit Entity 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 discretion Public Benefit Entity operating under that structure. The initial managers will be Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil Buddy Shah. The Initial Public Benefit Issuance and the additional share contribution framework represent one of the ways in which we intend to pursue the Company Purpose, but it is not the exclusive means of doing so. We expect to dedicate additional resources, and to make other business and operational decisions, in furtherance of our board Company Purpose outside of, directors. and in addition to, these equity contributions.

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Decisions we make to advance our public benefit initiatives may, in any given period, reduce our revenue, increase our expenses, and lower our Adjusted Operating Margin relative to what we would otherwise report.

Decisions we make to advance our public benefit initiatives may, in any given period, reduce our revenue, increase our expenses, lower our Adjusted Operating Margin, contribute to dilution, and reduce our profitability on a per share basis relative to what we would otherwise report. Our public benefit-related expenses, which currently consist primarily of charitable donations under our donation matching program, have not historically been significant. For the year ended December 31, 2025, expenses related to our donation matching program were $541 million, representing approximately 4% of our total operating expenses. However, we expect the cadence and magnitude of resources directed toward our public benefit initiatives to increase in future periods and remain a factor affecting our results of operations.

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

In addition, our revenue has included, and we expect will continue to include, amounts from customers that we subsequently determine are using our models, platform, and applications in violation of our usage policy or commercial terms. We believe this dynamic is common in our industry. Because detection, investigation, and enforcement take time, we recognize revenue from such customers when the related services are provided, before restricting or terminating their access. Based on our detection and review process, we estimate that revenue from such customers represented approximately % of our revenue for the months ended . This estimate requires judgment and may change as our detection methodologies evolve and we identify previously undetected usage. We expect the percentage of revenue from customers using our models, platform, and applications in violation of our usage policy or commercial terms to decline in future periods as we have enhanced our detection and enforcement efforts, in particular in August and September 2026 however, the timing and magnitude of any resulting adverse effect on our revenue and revenue growth are uncertain.

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We expect personnel expenses to increase in absolute dollars as we continue to expand our headcount to support the growth of our business. We also expect to incur additional stock-based compensation expense in connection with this offering, including for certain RSUs for which the performance condition will be satisfied upon completion the effectiveness of the registration statement of which this offering. prospectus forms a part. We expect that personnel expenses may fluctuate as a percentage of revenue depending on the timing and magnitude of stock-based stock- based compensation expense, and the pace of hiring across our organization.

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

Total revenue from these customers grew from $870 million for the six months ended June 30, 2025 to $12.0 billion for the six months ended June 30, 2026 and represented approximately 75% and 74% of total revenue for the six months ended June 30, 2025 and 2026, respectively.

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

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Changes in the fair value of our convertible notes and derivative liabilities resulted in expense in each of the quarters presented, primarily driven by increases in the fair value of our outstanding convertible promissory notes resulting from increases in our enterprise valuation during each period. The expense was largest in the three months ended June 30, 2026 , reflecting the increase in our enterprise valuation in connection with our Series H financing. We will continue to recognize changes in fair value until these instruments are converted into equity, repaid, or otherwise settled. See Note 4 and Note 9 to our consolidated financial statements included elsewhere in this prospectus.

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Quarterly Adjusted Operating Income (Loss) and Adjusted Operating Margin Three Months Ended (in millions, except for percentages) March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026 June 30, 2026 Operating income (loss) $ (935) $ (1,200) $ (3,089) $ (2,836) $ (1,667) $ 974 Stock-based compensation expense 1,261 Non-cash charitable contributions (1) Bartz settlement (2) 1,500 Adjusted Operating Income (Loss) $ (830) $ (1,019) $ (1,284) $ (1,721) $ (617) $ 2,235 Revenue $ 376 $ 787 $ 1,382 $ 2,040 $ 4,731 $ 11,555 Operating margin (249) % (152) % (224) % (139) % (35) % 8 % Adjusted Operating Margin (221) % (129) % (93) % (84) % (13) % 19 % ______________ (1) Relates to non-cash charges from our donation matching program, the value of which is linked to employee equity awards and recorded in other operating and administrative expenses.

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(1) Includes change in fair value of convertible notes and derivative liabilities, which were $5.7 billion , $5.2 billion , $9.2 billion , $14.2 billion , $12.8 billion , and $59.6 billion , for the three months ended March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, and June 30, 2026, respectively, primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.

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We believe our existing available cash and cash equivalents, together with cash generated from sales and amounts available under our A&R Credit Facility (as defined below), will be sufficient to support working capital, operating and finance lease payments, and capital expenditure requirements for at least the next 12 months from the date of this prospectus. However, our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of our investments in compute and infrastructure capacity, including additional or expanded CSP, equipment lease, and data center arrangements, the success and expansion of our sales, marketing, and business development strategies, any potential future investment in complementary businesses, products, technologies, assets, and talent, risks associated with the AI industry, and other factors described under Key Factors Affecting Our Performance. As a result of these and other factors, we may be required to seek additional financing sooner than we currently anticipate. Even if we determine that additional financing is required, we may not be able to raise it on terms acceptable to us or at all. Any such financing, if completed, may be costly, dilutive, or lead to restrictions on how we operate our business. If we are unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, results of operations, and cash flows would be adversely affected.

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On May 14, 2025, we entered into the Credit Agreement, which provided for a $2.5 billion senior secured revolving credit facility with a $400 million letter of credit sublimit ( Initial Credit Facility ). In September and November 2025, we amended the Initial Credit Facility to increase the aggregate revolving commitments to $3.3 billion (as amended, Credit Facility ). In February 2026, we executed a third amendment to the Credit Agreement, increasing the letter of credit sublimit by $600 million to $1.0 billion. The Credit Facility will mature on May 14, 2030, subject to earlier springing maturity if more than $500 million in aggregate scheduled cash principal payments on certain of our outstanding convertible promissory notes come due within 91 days prior to the maturity of such convertible promissory notes, subject to certain exceptions and conditions set forth in the Credit Agreement. The proceeds of the Credit Facility may be used for working capital, general corporate purposes, and other lawful purposes. We may request borrowings in U.S. dollars or certain other agreed currencies, subject to the terms of the Credit Agreement.

We may borrow, repay, and reborrow amounts under the Credit Facility from time to time. We are required to pay commitment fees on the unused portion of the Credit Facility and fees in connection with letters of credit.

Our obligations under the Credit Agreement are guaranteed by certain of our subsidiaries and are secured by substantially all of our assets and the assets of the subsidiary guarantors, subject to certain exceptions and exclusions set forth in the Credit Agreement.

In May 2025, we entered into a Credit Agreement (as amended from time to time prior to the A&R Credit Agreement (as defined below), the Credit Agreement ) with certain lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the lenders, which initially provided for a $2.5 billion senior secured revolving credit facility with a $400 million letter of credit sublimit (the Initial Credit Facility ). In September 2025, we amended the Initial Credit Facility to increase the aggregate revolving commitments to $2.75 billion and in November 2025, we further amended the Initial Credit Facility to increase the aggregate revolving commitments to $3.25 billion (the Initial Credit Facility, as amended, the Credit Facility ). As of June 30, 2026 , we had no borrowings drawn under the Credit Facility and $78 million of standby letters of credit outstanding. As of June 30, 2026 , we were in compliance with all covenants under the Credit Agreement.

In September 2026, we entered into an Amended and Restated Credit Agreement (the A&R Credit Agreement ), which amended and restated the Credit Agreement to provide for a $15 billion senior secured revolving credit facility with the full amount thereof available for letters of credit (the A&R Credit Facility ).

The A&R Credit Facility will mature on September 4, 2031, subject to earlier springing maturity if more than $500 million in aggregate scheduled cash principal payments on certain of our indebtedness are required within the 91-day period preceding the date on which any such scheduled principal payment is due, and we do not have sufficient liquidity to make all such payments then due and remain in pro forma compliance with our financial covenant, subject to certain other exceptions and conditions set forth in the A&R Credit Agreement.

The proceeds of the A&R Credit Facility may be used for working capital, general corporate purposes, and other lawful purposes. We may request borrowings in U.S. dollars or certain other agreed currencies, subject to the terms of the A&R Credit Agreement.

We may borrow, repay, and reborrow amounts under the A&R Credit Facility from time to time. We are required to pay commitment fees on the unused portion of the A&R Credit Facility and fees in connection with letters of credit. On and after the Guarantee and Collateral Release Date (as defined below), such commitment fees will vary depending on our credit ratings, as set forth in the A&R Credit Agreement. Our obligations under the A&R Credit Facility are required to be guaranteed by certain of our material subsidiaries and secured by substantially all of our assets and the assets of such subsidiary guarantors, subject to certain exceptions and exclusions set forth in the A&R Credit Agreement. The A&R Credit Agreement further provides that, on and after the date we have obtained an Investment Grade Rating (as defined in the A&R Credit Agreement) from at least two out of three of Moody s, S&P, and Fitch, at our election, all guarantees and security interests securing the obligations under the A&R Credit Facility will be released, discharged, and terminated, subject to certain conditions set forth in the A&R Credit Agreement (such date, the Guarantee and Collateral Release Date ).

Borrowings under the A&R Credit Facility bear interest at rates based on either the Alternate Base Rate (as defined in the A&R Credit Agreement), Term SOFR Rate (as defined in the A&R Credit Agreement) or other applicable benchmark rates in the case of foreign currencies, plus an applicable margin. From and after the Guarantee and Collateral Release Date, such applicable margin will vary depending on our credit ratings, as more fully set forth in the A&R Credit Agreement. In addition, the A&R Credit Agreement includes customary affirmative and negative covenants, including, but not limited to, restrictions on additional indebtedness, liens, asset sales, investments, mergers, and restricted payments. On and after the Guarantee and Collateral Release Date, the negative covenants limiting asset sales, investments, restricted payments, and affiliate transactions will cease to apply and the negative covenants restricting additional indebtedness and liens will be modified in certain respects, including to permit additional indebtedness, subject to a cap on certain indebtedness that is secured by assets that do not secure the A&R Credit Facility or that is incurred or guaranteed by restricted subsidiaries that are not guarantors under the A&R Credit Facility. The A&R Credit Agreement also includes a financial covenant requiring that we maintain liquidity l iquidity of at least $500 million $5.0 billion as of the last day of each fiscal quarter, beginning with the fiscal quarter ending December 31, 2026. The A&R Credit Agreement also includes customary events of default, which, if triggered, could result in the acceleration of amounts due under the Credit Facility. As of June 30, 2026 , we had no borrowings drawn under the A&R Credit Facility and $78 million of standby letters of credit outstanding. As termination of June 30, 2026 , we were in compliance with all covenants under the Credit Agreement. commitments thereunder.

On In July 20, 2026, we entered into a hardware supply framework agreement (the Hardware Supply Agreement ) with Advanced Micro Devices, Inc. ( AMD ) to purchase, lease or access AMD-based Helios rack- scale rack-scale systems featuring AMD Instinct MI450 series GPUs. Pursuant to the terms of the Hardware Supply Agreement, AMD has committed provided a commitment to purchase up to $5.0 billion of our Class N common stock, which becomes available for us to draw on in increments following the achievement of specified AMD GPU delivery and deployment milestones. Based on the deployment schedule contemplated by the Hardware Supply Agreement, we expect the first of such milestones to be achieved in 2027. Following the completion of this offering, any purchases of our Class N common stock will be made at a price per share equal to the volume-weighted average price of our Class A common stock over the 30 trading days immediately preceding the applicable closing date of such purchase, and we must make any draw request within 12 months following the final delivery and deployment of AMD GPU capacity under the Hardware Supply Agreement.

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To the extent shares of our Class N common stock cannot be issued upon conversion of the notes without exceeding Amazon s ownership cap, the principal amount of such note that could not be converted will be re- issued as a non-interest-bearing rollover note maturing 10 years from issuance and convertible into shares of our Class N common stock at the end of each fiscal quarter, with any unconverted balance payable in cash at maturity or, at Amazon s election, by set-off against certain amounts we owe Amazon owes us under our commercial agreements. See the section titled Convertible Notes Outstanding Notes for more information on our outstanding notes issued to Amazon.

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Other than hosting services and lease commitments incurred in the normal course of business, funding commitments related to our equity method investments, and a guaranty of a and cost reimbursement arrangements with developers to support data center provider's obligations under a power purchase contract capacity development (see Notes 3 , 7 and 13 to our consolidated financial statements included elsewhere in this prospectus for more information), we did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships.

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(3) Primarily consists of future minimum payments under CSP hosting and other third-party infrastructure service agreements in an aggregate amount of $ as of , with a weighted-average remaining term of years as of . Purchase obligations exclude agreements that are cancelable without penalty and unconditional purchase obligations with a remaining term of one year or less. See the section titled Infrastructure Service Arrangements for more information.

The following table summarizes our contractual obligations as of (in millions) Total 2026 2027 2028 2029 2030 Thereafter Operating leases (1) Finance leases (2) Purchase commitments (3) Total (4) ______________ (1) Consists of operating leases for corporate offices data centers, and compute and infrastructure equipment with a weighted-average remaining lease term of years as of . See Note 7 to our consolidated financial statements for more information.

(2) Consists of finance leases for data centers compute and infrastructure equipment with a weighted-average remaining lease term of years as of . See the section titled Infrastructure Equipment Leases below Note 7 to our consolidated financial statements for more information.

(3) Primarily consists of future minimum payments under CSP hosting and other third-party infrastructure service agreements.

The table reflects future minimum payments under our non-cancelable purchase commitments with a remaining term in excess of one year. See Note 13 to our consolidated financial statements for more information.

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The table above reflects our contractual obligations as of , and does not give effect to leases executed and not yet commenced as of , with total estimated future undiscounted lease obligations of approximately $ , or to any commitments we have entered into after . Specifically, the contractual obligations above exclude incremental commitments entered into after or that have not commenced as of , in an aggregate amount of approximately $ through 2033, which includes purchase commitments with CSPs of $ remaining in 2026, $ in 2027, $ in 2028, $ in 2029, $ in 2030, and $ thereafter.

Consistent with our compute and data center strategy, we have entered into, and expect to continue to enter into, additional long-term arrangements to secure compute and infrastructure capacity, and to make significant related investments as we scale our business. See Note 17 to our consolidated financial statements included elsewhere in this prospectus for more information on commitments entered into subsequent to . As of , we had $ of other purchase commitments related to equipment and infrastructure arrangements that are not reflected on our consolidated balance sheet or included in the table above , as the timing of delivery under these arrangements is not determinable. For agreements with variable terms, we do not estimate the total obligation beyond minimum quantities and or pricing, as of the reporting date.

The table above reflects our contractual obligations as of , and includes obligations that are fixed and determinable as of such date. For agreements with variable terms, the amounts described above include only minimum quantities and or pricing to which we are contractually committed and exclude variable payments in excess of such minimums.

The table above does not include agreements that are cancelable without penalty within one year. Minimum payments for the next 12 months under such contracts were approximately $ as of .

The table above also does not include leases executed and not yet commenced as of , with total estimated future undiscounted lease obligations of approximately $ , of which approximately $ is expected to be paid in the next 12 months. These lease obligations will commence between 2026 and 2028, with lease terms ranging from less than one year to 20 years.

In addition, the table above does not reflect commitments entered into after , with aggregate future minimum payment obligations of approximately $ . We also entered into contingent obligations after to purchase up to approximately $ of compute and infrastructure capacity that are subject to certain conditions, including the vendor obtaining qualifying financing or securing a facility lease, as applicable. We also entered into certain agreements after that are cancelable without penalty within one year with minimum payments for the next 12 months under such contracts of approximately $ . See Note 17 to our consolidated financial statements included elsewhere in this prospectus for more information on commitments entered into subsequent to .

Consistent with our compute and data center strategy, we expect to continue to enter into additional long-term arrangements to secure compute and infrastructure capacity, and to make significant related investments as we scale our business.

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In August 2026, we entered into GPU services agreements (collectively, the Nscale Services Agreements ) with wholly owned subsidiaries of Nscale Global Holdings Limited (together with its affiliates, Nscale ) to access compute powered by NVIDIA GPUs . Under the Nscale Services Agreements, we agreed to spend an aggregate of up to approximately $44.6 billion over terms extending into 2033, with fees accruing only as capacity is delivered to and accepted by us. Nscale is required to use best efforts to obtain qualifying financing for the NVIDIA GPUs and data center infrastructure within a specified period following the effective date of such agreements (or such later date as may be mutually agreed by the parties and subject to additional negotiation).

Otherwise, our commitment under each agreement is non-cancelable except in limited circumstances, including Nscale s failure to meet specified delivery or service availability requirements or an uncured material breach by the applicable Nscale entity.

In May, June and August 2026 , we entered into agreements (collectively, the Lambda Agreements ) with Lambda, Inc. ( Lambda ) to access compute powered by NVIDIA GPUs. Under the Lambda Agreements, we agreed to spend an aggregate of approximately $41.3 billion over terms extending into 2034, with fees accruing only as capacity is delivered to and accepted by us. Under our August 2026 agreement, which represents approximately $34.9 billion of the aggregate commitment, either party may terminate if Lambda does not timely secure the facility lease. Otherwise, our commitment under each of the Lambda Agreements is non- cancelable except in the event of Lambda s uncured material breach or certain other limited circumstances and, for certain of the Lambda Agreements, on a per-tranche basis if Lambda fails to meet specified delivery milestones for that tranche.

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As of June 30, 2026 , we had $112.4 billion of cash and cash equivalents and $19.3 billion of short-term investments in a variety of securities, including money market funds, U.S. treasury and agency securities, corporate debt securities, and commercial paper. In addition, we had $2.5 billion of restricted cash primarily due to amounts held as collateral for our lease and other obligations. Our cash, cash equivalents, and short- term investments are held for working capital purposes, and we do not enter into investments for trading or speculative purposes. Due to the relatively short-term nature of our investment portfolio, a hypothetical 100 basis point increase or decrease in interest rates would not have had a material effect on the fair value of our consolidated financial statements investment portfolio as of June 30, 2026 .

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Critical Accounting Policies and Estimates

Critical Accounting Estimates

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Upon the completion of this offering, we will record cumulative stock-based compensation expense of approximately $ related to RSUs outstanding as of the date of this prospectus, for which (i) the service- based vesting condition is fully or partially satisfied as of such date and (ii) the performance-based vesting condition is satisfied upon the completion of this offering.

As of June 30, 2026 , there was approximately $26.6 billion of total unrecognized stock-based compensation expense related to RSUs. Of that amount, $2.9 billion relates to RSUs for which the service-based vesting condition had been satisfied or partially satisfied. Following the completion of this offering, stock-based compensation expense related to our RSUs will result in increases in our expenses in future periods, in particular the quarter in which this offering is completed, as the performance-based vesting condition applicable to a significant portion of our outstanding RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. Upon the completion of this offering, we will record cumulative stock-based compensation expense of approximately $ related to RSUs outstanding as of the date of this prospectus, for which (i) the service-based vesting condition is fully or partially satisfied as of such date and (ii) the performance-based vesting condition is satisfied upon the effectiveness of the registration statement of which this prospectus forms a part.

We have granted RSAs to founders, early employees, advisors, and in connection with acquisitions . The RSAs consist of awards with a service-based vesting condition. RSAs are measured at fair value of the underlying common stock on the date of grant. We record compensation cost for these awards using the straight-line method over the requisite service period.

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The application of this methodology involves the use of complex and subjective estimates, judgments, and assumptions, including the probability and timing of each settlement scenario such as a qualified equity financing, initial public offering, direct listing, change of control the estimated fair value of our equity securities into which the notes may convert the applicable conversion prices, which vary by note series and are contingent on factors such as elapsed time since issuance and contractual caps and percentage discounts and the ownership thresholds and rollover provisions that determine the extent to which principal balances convert into equity versus being reissued as rollover notes. In particular, the ownership cap and rollover mechanism whereby conversion is capped at specified ownership thresholds and any unconverted principal balance is re- issued as a non-interest bearing rollover note that remains subject to fair value measurement that requires significant judgment in estimating what proportion of each note financing will convert versus roll over, given because this determination depends on the size and structure of future equity financings that are inherently uncertain.

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We lease facilities and equipment, including compute and infrastructure capacity, under operating and finance leases. We determine whether an arrangement is or contains a lease at inception and evaluate the classification of our leases at lease commencement and, as necessary, upon modification. Accounting for leases requires significant judgment, including determining whether an arrangement is or contains a lease, and significant estimates, including the expected lease term, the fair value of the leased property, and our incremental borrowing rate.

Given the size and duration of our lease portfolio, changes in our estimate of the fair value of the underlying leased asset, the expected lease term, or the determination of our incremental borrowing rate could result in a different lease classification or a materially different measurement of our right-of-use assets and lease liabilities.

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Business 65 changes

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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 this process is just beginning. In our view, the world has only begun to use the capabilities of today s frontier models, and the gap between what Claude can do and how broadly it is used represents one of our largest growth opportunities, alongside continued advances at the frontier. Claude s capabilities have evolved significantly in recent years, and we expect they will continue advancing rapidly. This will lead not only to an expanding addressable market, but also to an expanding scope of impact on the world. We aim to ensure that impact is as positive as possible.

We aim to ensure that impact is as positive as possible.

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

We believe that model capabilities must be advanced together with safety, alignment, and security practices. We assess the risks of each model during development and before and after release, and take the steps we believe are appropriate to balance model capabilities with safety, alignment, and security, even where doing so may moderate the rate at which we release new capabilities. We view decisions of this kind as deliberate tradeoffs that we make because they serve the Company Purpose, the long-term interests of our mission, and our customers demand for safe and aligned models.

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We build at three layers of the stack the models themselves, the platform for building on those models, and the applications that place Claude directly in the hands of our users. An advance at any layer compounds across all three layers, accelerating the pace at which we can deliver more capable intelligence. We believe the value of this integrated approach is reflected in the increasing number of customers that use both Claude Platform and our first-party applications. For the months ended , % of our customers with $100,000 or more of revenue on a TTM basis used Claude Platform and at least one of our first-party applications, up from % for the months ended .

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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.

The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have enabled us to access capital and secure compute from investors and partners. As of June 30, 2026, we have raised an aggregate of $141.1 billion of capital and have cash and cash equivalents of $112.4 billion and short- term investments of $19.3 billion . 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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% of code contributed the contributions to our codebase in was were written by Claude Code . These productivity gains are accompanied by a steady improvement in Claude s capability on more challenging, open-ended engineering problems that lack a clear specification and have historically depended on experienced human judgment.

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Frontier AI is transforming cognitive work the application of knowledge, reasoning, and judgment to produce economic value. We believe it will make humans far more capable and expand the world s overall capacity for 4 5 See the section titled Industry, Market, and Other Data for a description of how we calculate annual economic value attributable to knowledge workers globally.

5 6 IDC, The Economic Impact of AI 2026 Edition, doc # US54452226, April 2026. Reflects the annual value created across AI solutions and services, investments in the AI infrastructure supply chain, and enhancements in enterprise productivity and efficiency unlocked by AI.

6 7 IDC, Worldwide Black Book Live Edition V2 2026 Forecast, July 2026.

that work, including accelerating scientific discovery and helping businesses grow. Knowledge workers are the leading edge of this opportunity. As frontier AI advances, more capable models can unlock entirely new use cases while also efficiently serving a wide range of cognitive work at scale across the capability-cost-speed curve. We believe the work that knowledge workers perform represented more than $40 trillion in economic value globally in 2025, 4 5 and with frontier AI s potential to make them meaningfully more productive, our near- term opportunity is to expand this value and accelerate economic growth. While it is still early to forecast frontier AI s full impact across the economy, IDC estimates that investment in AI solutions and services will yield a cumulative global economic impact of $22.5 trillion by 2031 . 5 6 We believe the impact could be even greater.

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

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Over time, frontier AI s capabilities may extend beyond current markets to open entirely new ones, reaching domains such as robotics, advanced manufacturing, and logistics, and accelerating progress in scientific research, including drug discovery and materials science. We are beginning to take a direct role in realizing this potential. Through our life sciences program, we apply Claude to drug discovery and development, both in our own research and in collaboration with biotechnology partners, with the goal of demonstrating that frontier AI can materially shorten the time required to bring new medicines to patients. Ultimately, we believe frontier AI will help drive global economic growth. As frontier AI makes workers and organizations more productive, becomes embedded in the products and services they deliver, and unlocks new business models, it creates economic output that did not previously exist. We believe our opportunity is to capture a share not only of today s economic activity but also of that newly created output as the global economy expands.

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We maintain a commitment to open internal collaboration and truth seeking, which is underpinned by our low- ego, high-impact, and mission-aligned culture. Researchers share results openly, and colleagues critique and redirect in real time. When multiple teams pursue parallel approaches, the norm is to identify rigorously evaluate which approach is demonstrating stronger results and consolidate effort behind it. more aligned results. This collaborative dynamic is difficult to replicate because it requires both the foundation of trust we have built from the earliest days of our organization and a relentless commitment to preserving it. such trust. That trust manifests in ways that are uncommon at our scale teams that consistently pull in the same direction rather than at cross-purposes.

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Our Safety Research Is a Commercial Benefit . As models take on agentic roles with access to critical business systems, trust and reliability are paramount. And as capabilities increase, the ability to operate safely becomes one of the key determining factors for commercial viability. Models that are well-aligned are better at following a user s instructions for example, they avoid taking potentially destructive actions without fully understanding user intent. They are also more robust against attacks such as prompt injection, where malicious actors attempt to hijack the model by feeding it illicit instructions. Our work in Constitutional AI and our Responsible Scaling Policy, interpretability research, safeguards, and red-teaming, and embedding independent evaluators to audit our safety practices help us create safer, more reliable models, and therefore position us to meet our customers rigorous requirements. Safety and capability research are integrated, which enables us to deliver the trust and performance required for enterprise workflows.

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

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As enterprise customers integrate Claude into increasingly complex workflows, they surface the use cases and requirements that shape our roadmap. They also provide feedback that allows us to continuously improve our models, platform, and applications as well as develop new solutions to advance their AI adoption. With each model and product advancement, Claude is able to address more valuable use cases, deepening its impact for existing customers while lowering the adoption threshold for new ones. As Claude demonstrates more capability, reliability, and trust, enterprises further align around Claude as a collaborative partner .

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 Mythos Preview and now Mythos 5.1 helping cyberdefenders identify and patch vulnerabilities at scale. We are also seeing early evidence of the same pattern in knowledge work such as scientific research, investment analysis, and insurance underwriting.

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We refer to these AI systems that work alongside humans to perform complex, multi-step work at professional levels as Virtual Collaborators. Virtual Collaborators carry the access rights, system connections, and context that is needed to function more accurately and reliably. They can navigate and use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be 7 8 IDC, Worldwide Developer Population Growth Forecast, 2025 2029, doc # US53789825, September 2025.

needed to function more accurately and reliably. They can navigate and use internal tools and execute workflows that span multiple steps that require sustained reasoning. Virtual Collaborators are AI designed to be embedded where work gets done, and our aim is to continue extending them to knowledge workers globally, a population that is estimated to exceed one billion in 2028. 7 8 Claude Code The clearest manifestation of Virtual Collaborators today is Claude Code, our coding agent and the product we believe has most concretely defined what autonomous AI work looks like. Claude Code shifted the market s understanding of what an AI system could do alongside a software developer it not only suggests the next line of code, but also plans, writes, tests, and debugs all the way to production-grade code that is ready to ship.

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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 , 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.

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In their Domain. Claude for Financial Services, Claude for Financial Advisors, Claude for Healthcare, Claude for Life Sciences, Claude for Legal, and Claude for Education, and Claude for Government, come with domain knowledge, data connectors, skills, and compliance controls pre-loaded.

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9 Run-Rate Revenue is an operating metric, is not a substitute for revenue prepared in accordance with GAAP, and is not a forecast of future revenue. Because consumption-based revenue represents the substantial majority of our revenue and may fluctuate from period to period, and because our Run-Rate Revenue growth rate is expected to decline over time, our Run-Rate Revenue as of any measurement date may not be indicative of our revenue for future periods. Our Run-Rate Revenue as of any measurement date has included, and we expect will continue to include, amounts from customers that we subsequently determine are using our models, platform, and applications in violation of our usage policy or commercial terms, and whose revenue would not be expected to recur following restriction or termination of their access. See the section titled Risk Factors Certain of our operating metrics are subject to assumptions and limitations. As a result, these metrics may not provide an accurate indication of our actual performance or future results for additional information.

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8 Run-Rate Revenue is an operating metric, is not a substitute for revenue prepared in accordance with GAAP, and is not a forecast of future revenue. Because consumption-based revenue represents the substantial majority of our revenue and may fluctuate from period to period, and because our Run-Rate Revenue growth rate is expected to decline over time, our Run-Rate Revenue as of any measurement date may not be indicative of our revenue for future periods. See the section titled Risk Factors Certain of our operating metrics are subject to assumptions and limitations. As a result, these metrics may not provide an accurate indication of our actual performance or future results for additional information about the assumptions and limitations of this metric.

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We believe the diffusion of AI through the global economy represents one of the largest opportunities in history to improve how humans live and work, and it is just beginning. As of , our customers with $100,000 or more of revenue on a TTM basis included % of the Fortune 500 and % of the Global 2000. We believe enterprises are still in early phases of deployment, and we believe most knowledge workers have yet to fully experience what frontier AI can help them accomplish. We believe many industries have barely begun to explore the transformative potential of AI-native workflows. Furthermore, each successive version of a Claude model is designed to unlock new use cases, new customer types, and entirely new categories of economic value and expand our addressable market.

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Rapid Customer Adoption and Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into business-critical workflows and enabling the development of products built on Claude. Over the past years, we have seen rapid customer adoption across companies of every size and industry around the world. From to , we have grown customers with $100,000 or more of revenue on a TTM basis from to . Additionally, o ur Run-Rate Revenue was $ as of . 8 9 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 % as of .

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

Claude is embedded in workflows across all teams, providing a substantial increase in the overall productivity of our organization, with each new model version accelerating this effect.

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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, and education, retail and commerce, telecommunications, professional services, technology, and cybersecurity. As Claude s capabilities advance, we believe it will address entirely new categories of use, resulting in deeper adoption and greater demand for our platform.

Make Claude Available Everywhere . We plan to continue our efforts to make Claude s intelligence accessible across every surface where work happens. Today, customers access Claude through our own platform and applications, including Claude Code, Claude Cowork, Claude.ai, Claude Security, and Claude Design, and Claude Science through cloud marketplace integrations with AWS, GCP, and Azure and through embedding in enterprise applications. We plan to expand these channels and reach new customers where they already work. As Claude appears across more of the surfaces where work happens, we expect our brand to strengthen, driving further adoption.

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Pursue Strategic Transactions and Partnerships . We intend to selectively pursue acquisitions, investments, and strategic partnerships, including ecosystem partnerships with SIs, consultants, and data platforms, that accelerate our mission, expand our reach, and strengthen our competitive position. In a talent-constrained industry, acquisitions can be an efficient path to adding exceptional technical talent that can immediately contribute to advancing Claude s capabilities. We may also pursue transactions that strengthen our infrastructure position or deepen our capabilities in strategically important domains. For example, in April 2026, we completed the acquisition of Coefficient Bio, Inc., a computational biology company, to accelerate our research in the life sciences.

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Mythos (including Fable). Our most capable model class, delivering frontier performance across all domains and solving problems AI has not reliably handled before, especially in coding and long- running agentic tasks. Its strength in finding and chaining software vulnerabilities led us to launch Claude Mythos Preview through Project Glasswing, giving critical infrastructure maintainers a head start on fixing them. We then released Mythos 5 and broadened access with Fable 5, a Mythos-class model with safeguards for general use.

Opus. Our powerful model class for reasoning-intensive enterprise tasks. Opus models consistently rank among leading models on key industry benchmarks.

Mythos (including Fable) . Our most capable model class, delivering frontier performance across all domains and solving problems AI has not reliably handled before, especially in coding and long- running agentic tasks. Given its advanced capabilities in sensitive areas like software vulnerability discovery and biology, we deploy this underlying model in two distinct configurations. Fable is generally available and runs with our production safeguards, which route a small share of requests on sensitive topics to a less capable Claude model rather than declining them outright. Mythos runs with safeguards calibrated for vetted organizations doing cybersecurity and life-sciences work, and is available only through our trusted-access programs, including Project Glasswing. We first made the class available in April 2026 as Claude Mythos Preview through Project Glasswing, more broadly released Mythos 5 and Fable 5 in June 2026, and released Mythos 5.1 and Fable 5.1 in September 2026.

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

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Customers choose Claude for more than the models. The Claude Platform lets developers and businesses build, manage, and deploy agentic AI applications on infrastructure with high reliability, security, and availability.

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Model Hardware Standard . Currently in research preview, Model Hardware Standard ( MHS ) enables AI agents to find, understand, and safely operate lab and manufacturing equipment such as microscopes, liquid handlers, and robotic arms. MHS is model-agnostic and lets any agent harness reach devices with a programmable interface through standard protocols such as MCP.

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Claude.ai delivers top-of-funnel demand generation for enterprise adoption.

Claude.ai delivers top-of-funnel demand generation for enterprise adoption. As of September 2026, Claude Cowork is integrated within Claude.ai, such that any request is automatically handled using the appropriate tools, drawing on Claude Cowork s capabilities.

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Customers in regulated industries use our most capable models for sensitive work. These customers must keep their data private, and we must be able to detect misuse. In September 2026, we announced Enterprise Frontier Safeguards, which is designed to address both needs. The activity data we use for automated safety monitoring is stored in the customer s own cloud account, under the customer s encryption keys and access controls. Our automated systems review recent activity for signs of serious misuse, and they send alerts of such misuse directly to the customer s security team. No review by Anthropic employees is required. We developed Enterprise Frontier Safeguards with more than 100 customers in industries including financial services, healthcare, and the public sector. We are rolling out this feature in phases and, until the completion of the rollout, eligible customers receive zero data retention on Fable 5 and Fable 5.1, meaning we do not keep their inputs or outputs after we process a request.

Beyond our horizontal platform and applications, we are building vertical solutions in industries where domain specificity and regulatory requirements make general-purpose tools insufficient. Our vertical solutions arrive purpose-built and are embedded with domain knowledge, controls designed to support industry-specific compliance requirements, and pre-configured data integrations that reduce time-to-value. Our vertical solutions are delivered through a range of channels, including our Claude Enterprise and Team plans, domain- specific connectors and plugins available on our individual subscription plans, Claude Platform, and, in the case of Claude for Education, institution-wide agreements. To date, we have launched five seven vertical solutions Claude for Financial Services. Provides finance professionals with pre-built, customizable AI agents for common finance workflows, such as drafting pitch books, reviewing earnings, running know-your- customer screenings, and conducting financial analysis. Claude for Financial Services plugs directly into the data sources those firms already use (e.g., market data, data warehouses) and runs inside the tools financial professionals utilize such as Excel, PowerPoint, Word, Outlook, and Claude s own apps.

Claude for Financial Advisors . Provides financial advisors and wealth management firms with pre- built, customizable workflows for common advisory workflows, such as preparing for client meetings, drafting follow-ups, reviewing portfolio rebalances, and preparing estate and tax briefs. Claude for Financial Advisors plugs directly into the systems advisors already use (e.g., custodial platforms, portfolio management and financial planning tools, and customer relationship management software), with advisor review built into each workflow to help firms meet their compliance requirements.

Claude for Healthcare. Gives providers, payers, and health technology companies frontier models with domain intelligence across clinical reasoning, medical coding, and long-horizon agentic operations and tools designed to support HIPAA compliance for medical and operational workflows. Claude for Healthcare also connects to industry systems including the CMS 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 Government . Brings Claude models to U.S. government agencies for drafting, research, analysis, and coding in a FedRAMP High authorized environment, designed to support the data handling and auditability requirements of government customers. Government customers outside the United States, and customers with workloads in classified environments, can access Claude models through Amazon Bedrock, subject to the authorizations and availability of that platform.

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NVIDIA GPUs. Our strategic partnership with NVIDIA Corporation ( NVIDIA ), together with our arrangements with Microsoft, x.AI, Nscale, Lambda, and other cloud providers, provides us with access to compute capacity powered by NVIDIA GPUs, including NVIDIA Grace Blackwell and Vera Rubin GPU systems, as well as the opportunity to collaborate directly with NVIDIA on design and engineering to optimize future NVIDIA hardware for our workload profile.

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See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations Infrastructure Service Arrangements for more information regarding the terms of these arrangements.

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Historically, we purchased compute under fixed-time agreements. As our compute requirements have scaled, we have transitioned to a hybrid model in which, in addition to purchasing compute as a cloud service, we also lease specialized AI accelerators directly and host this hardware in dedicated data center facilities leased and operated on our behalf, to our specification. This transition is driven in part by the scale of our compute requirements as well as the potential long-term economic advantages of direct infrastructure leasing and hosting. We currently derive substantially all of Our compute from CSPs, with our first data center facility becoming became operational this year.

Our data center infrastructure strategy includes several contractual arrangements that, taken together, form a new source of compute to supplement the capacity we procure from our CSPs. Such arrangements include the following Infrastructure Equipment. We procure specialized AI accelerators and associated components, including CPUs and high-bandwidth memory, through master equipment leases, including the 2026 Lease Arrangement, pursuant to which we receive such hardware for deployment in dedicated data center facilities operated by others on our behalf. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Contractual Obligations Infrastructure Equipment Leases for more information regarding the terms of these leases.

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

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Most enterprises that use Claude today have deployed it across a small number of teams and use cases relative to the scope of work Claude can address today, and the scope of work we believe Claude can address in the future. We believe most knowledge workers globally have not yet used frontier AI. As each new version of a Claude model advances in capability, the range of tasks and workflows that become viable on the platform continues to expand . Because we operate operat e the platform and offer applications, every advance reaches our customers through multiple, reinforcing channels at once .

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

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Our Responsible Scaling Policy describes how we approach the risks posed by AI. The policy requires us to regularly publish detailed risk reports that reflect our perspectives on the overall level of risk posed by our models and how we are mitigating such risks. Our teams test each model extensively before release, assessing its capabilities in the domains most relevant to catastrophic risk and evaluating the extent to which the model can be misused. Our risk report describes the results of these evaluations, the mitigations we have implemented to address these risks, and our assessment of the effectiveness of our mitigations. In our Responsible Scaling Policy, we also commit to publishing a Frontier Safety Roadmap, detailing our plans for measurable advances in security, alignment, safeguards, and AI policy. This acts as an internal spur for safety research and development and is externally visible so customers and regulators can use it to gauge our progress. Consistent with this approach, we assess the risks of each model during development and before and after release and we take the steps we believe are appropriate to mitigate those risks. In the past, these steps have included delaying the release of new models and limiting their initial availability, such as our initial release of Mythos through Project Glasswing, and in the future, as we learn more about model capabilities and behavior, could include additional measures that affect how and when we develop or release these new models. We believe these practices also serve our customers, for whom rigorous safeguards and predictable model behavior have become decisive criteria in selecting an AI partner.

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Building on this approach, we have publicly called for pacing the frontier, by which we mean establishing industry-wide standards primarily related to the use of AI to accelerate AI development, so that AI capabilities do not advance faster than the safety, alignment, and security practices needed to support them. This call to pace the frontier is addressed to all frontier AI developers and governments alike, and does not describe our own model development or release timelines, which continue to be informed by our risk assessments. If standards of this kind are adopted industry-wide, the rate at which AI capabilities advance could be faster or slower than it is today, depending on the extent to which safety, alignment, and security practices advance together with model capabilities, and based on the requirements of any applicable government action or regulation. We believe the first step toward pacing the frontier is independent verification of compliance with future regulatory standards, and we have begun implementing an embedded-evaluator program under which an independent evaluator works alongside our own risk and safety teams with employee-like internal access.

We have also called on other frontier AI developers to adopt comparable practices to demonstrate that safety commitments in our industry can be independently verified. We have further supported regulation and oversight of frontier AI, including measures focused on transparency and independent third-party auditing, and international coordination, so these practices apply across frontier developers rather than depend on voluntary adoption alone.

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Our Societal Impacts team builds privacy-preserving tools to study real-world Claude usage at scale examining how students, educators, and workers use the model, how its values surface in everyday conversations, and what users hope and fear about the future of AI. This includes what we believe to be the largest multilingual qualitative study of its kind, in which more than 80,000 people shared in depth how they see AI shaping their lives. The Anthropic Economic Index extends this work to the labor market, publishing recurring data reports and fully open datasets on how Claude is used across jobs, industries, and regions, so that workers, employers, policymakers, and independent researchers can ground their decisions in evidence rather than intuition. To deepen and broaden the reach of this work, we have established the Anthropic Institute, a new organization that will an effort to share research from across Anthropic with external partners and the public, working together to address the biggest questions posed by a world with powerful AI systems.

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As part of these initiatives, w e we will contribute shares of our Class N common stock prior to the completion of this offering, representing % of our fully-diluted shares outstanding as of , to Anthropic the Public Benefit LLC, Entity, our wholly owned subsidiary dedicated to the Company Purpose, subject to stockholder approval, which we refer to as the Initial Public Benefit Issuance. As the value we create grows, we intend for the public benefit to share meaningfully in that growth as well. To that end, our board of directors has approved a framework for additional contributions tied to future increases in our share price. Following this offering, our board of directors, in its discretion, may issue shares of our Class N common stock representing up to an additional % of our then-outstanding equity to Anthropic the Public Benefit LLC Entity (or other designee) each time our share price appreciates % above the price at which the prior contribution was made, beginning with our initial public offering price. A share price milestone is reached only when our closing share price has exceeded the applicable threshold on at least 90 of the trailing 120 consecutive trading days, and our average share price over the ten trading days prior to such issuance also exceeds that threshold. Although our board of directors a committee thereof, or such other parties as they direct, has approved this framework, any future contributions will determine be made at the allocations and distributions discretion of our board of directors. The equity over time shares that will be contributed to the Public Benefit Entity, 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 efforts. Although initiatives. Our board of directors has approved this framework, any future contributions will be made determine the allocations and distributions from the Public Benefit Entity 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 discretion Public Benefit Entity operating under that structure. The initial managers will be Dario Amodei, Daniela Amodei, Jack Clark, and Dr. Neil Buddy Shah . The Initial Public Benefit Issuance and the additional share contribution framework represent one of the ways in which we intend to pursue the Company Purpose, but it is not the exclusive means of doing so. We expect to dedicate additional resources, and to make other business and operational decisions, in furtherance of our board Company Purpose outside of, directors. and in addition to, these equity contributions.

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We have called for regulation and oversight of frontier AI development, including standards primarily relevant to the use of AI to accelerate AI development, so that safety, alignment, and security practices advance in proportion with capabilities. We have also proposed working with the U.S. government and other frontier AI developers to establish safety and evaluation standards. Certain of the approaches we support, if adopted, could increase our compliance burdens, limit our product development or deployment flexibility, affect how and when we develop or release new models, or otherwise slow our growth.

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We collect, process, store, transfer, and otherwise process various types of data, including personal information, and are subject to numerous federal, state, local, and foreign laws and regulations addressing privacy, data protection, security, data localization, and the collection, use, transfer, and other processing of data. In the United States, these include comprehensive state privacy laws such as the California Consumer Privacy Act, which imposes obligations on us to, among other things, provide specific privacy disclosures, afford privacy rights such as abilities to opt out of certain processing, selling, or sharing of personal information, and expand consumer rights to personal information. On the federal level, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, other processing, and security of data, some of which may be inconsistent.

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See the sections titled Risk Factors Our business is subject to an evolving and uncertain regulatory and political environment, which could increase our costs, restrict our operations, or adversely affect demand for our models, platform, and applications, Risk Factors We are subject to complex and evolving laws, regulations, and other legal obligations related to privacy and data protection, and any actual or perceived failure to comply with such obligations could adversely affect our business, financial condition, and results of operations, Risk Factors Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets and Business Legal Proceedings Other Matters for more information regarding risks we face related to government regulation.

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

In February 2026, in response to our publicly stated position that our technology should not be used for mass domestic surveillance or fully autonomous weapons, the President of the United States stated that he had directed that all federal executive agencies cease using our technology. At the same time, the Secretary of War directed the Department of War to designate Anthropic as a supply-chain risk to national security and stated that effective immediately, no contractor, supplier, or partner that does business with the United States military may conduct any commercial activity with us. On March 4, 2026, the Department of War sent us two letters one pursuant to 10 U.S.C. 3252 and the other pursuant to Section 4713 of the FASCSA purporting asserting that our models, platform, and applications present a supply chain supply-chain risk. These actions referenced above are defined herein as Challenged Actions. We are vigorously challenging challenged these Challenged Actions in Anthropic PBC v. Department of War, et al. , Case No. 3 26-cv-01996 (N.D. Cal.) and Anthropic PBC v. Department of War, et al. , Case No. 26-1049 (D.C. Cir.). 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 under the Fifth Amendment to the United States Constitution.

Department of War, et al. , Case No. 3 26-cv-01996 (N.D. Cal.) and Anthropic PBC v. Department of War, et al. , Case No. 26-1049 (D.C. Cir.). 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 under the Fifth Amendment to the United States Constitution. The court also held that the Secretary of War s actions, particularly with respect to 10 U.S.C. 3252, violated the Administrative Procedure Act because they were in excess of statutory authority, contrary to law, and arbitrary and capricious.

The court entered final judgment largely in our favor. The defendants filed a notice of appeal of the preliminary injunction. The D.C. Circuit Court of Appeals, however, denied our motion to stay the Secretary of War s Section 4713 designation of us as a supply-chain risk pending review on the merits. On September 25, 2026, in a 2-1 split decision, the D.C. Circuit Court of Appeals has denied our petition for review, ruling that the Department of War s Section 4713 supply-chain risk designation was proper, and that our rights under the First Amendment and Due Process Clause of the Fifth Amendment were not yet ruled on violated. We are evaluating our next steps with respect to the merits. D.C. Circuit s decision. We cannot predict the ultimate outcome of these lawsuits. While we continue to work with government agencies, we cannot be certain that the resolution of these lawsuits will not adversely affect our ability to sell to government agencies and other customers that sell products and services to the U.S. government, and thus on our business, financial condition, and results of operations.

Our governance structure and its goals 218 changes

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

Neither our amended and restated certificate of incorporation nor our amended and restated bylaws will require that we measure our public benefit performance against an objective third-party standard, and our board of directors will be responsible for establishing and overseeing the standards by which to measure our public benefit performance against these objectives. We currently expect that our objectives and standards will be qualitative in nature and may evolve over time as our business grows and as our understanding of our public benefit impact develops.

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As the sole holder of Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors. The Class T common stock will not vote on the election or removal of directors elected by the holders of our Class A common stock and Class F common stock, who will be elected or removed solely by the holders of Class A common stock and Class F common stock, voting together. For a discussion of the members of our board of directors who are currently Class T directors and those that will be Class T directors upon the completion of this offering, see the section titled Management Board of Directors.

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

With respect to one of the Class T director seats (the Specified Class T Director ), the LTBT s ability to nominate or 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, or 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 the Class E common stock (subject to a quorum of a majority of the outstanding Class E common stock). The LTBT may withdraw any notice of nomination, removal, or change in designation at any time before the taking of such a vote. Any Class T director, including the Specified Class T Director, may be removed for cause without the concurrence of our NGC or the approval of the holders of our Class E common stock provided, however, that each of the LTBT and the Founder LLC has agreed to provide 30 calendar days notice to the other stockholder and the NGC prior to effecting a removal of any director for cause.

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The terms of the LTBT and the rights of the Class T common stock may be amended as follows (any of which, the Trust Amendment Threshold ) if the Trustees are voting in favor of such amendments, upon approval of 80% of the authorized members of our board of directors and 80% of the Trustees then in office (in each case, rounded up or down to the nearest whole number and 80% of the Trustees then appointed (any exact 0.5 rounding up)) if the Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments until the third anniversary of the completion of this offering, upon approval by (i) the Class F common stock acting pursuant to the unanimous approval of the Continuing Founders, (ii) a majority of the votes cast by the Class E common stock (subject to a quorum of 40% of the outstanding Class E common stock), and (iii) a majority of the votes cast by the outstanding Class A common stock (subject to a quorum of a majority of outstanding Class A common stock) or at any time, upon approval by (i) the Class F common stock acting by decision of 66 2 3% of the Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by the Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), and (iii) a majority of the votes cast by the Class A common stock (subject to a quorum of a majority of outstanding Class A common stock) or if no Class F common stock remains outstanding and the Trustees are not voting in favor of such amendments, upon approval of 85% of the outstanding shares of Class A common stock.

In addition, the Class T common stock may be redeemed by us for no consideration upon approval of persons meeting comprising the above thresholds for amendments of the terms of the LTBT or the rights of the Class T 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 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, and there is no limit to the number of terms a Trustee may serve. Trustees are selected based on their expertise in areas relevant to the LTBT s purpose, including AI safety, national security, public policy, social enterprise, and related fields. In practice to date, the Trustees and company executives have collaborated closely on sourcing, interviewing, and selecting Trustees. Of the five authorized seats for Trustees, two are currently vacant.

Dr. Neil Buddy Shah has served as a Trustee and Chair of the LTBT since June 2023. Dr. Shah will also serve as an initial manager of the Public Benefit Entity. Dr. Shah has served as Chief Executive Officer of the Clinton Health Access Initiative ( CHAI ), a global health organization focused on improving access to health services in low- and middle-income countries, since June 2022. Prior to joining CHAI, Dr. Shah served as Managing Director of GiveWell, a nonprofit organization focused on directing charitable capital to cost-effective global health and development programs, and, before that, as co-founder and Chief Executive Officer of IDinsight, a global advisory, data analytics, and research organization. Dr. Shah serves on the boards of Prevail Fund, the Institute to End Mass Incarceration at Harvard Law School, Educate Girls, Giving Green, and IDinsight. He holds an A.B. in Economics from Harvard University, an M.D. with an emphasis in global health policy from Albert Einstein College of Medicine, and an M.P.A. in International Development from Harvard Kennedy School of Government.

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We provide funding to the LTBT, which holds all of our Class T common stock, to support its operations and the compensation of its Trustees. In the years ended December 31, 2023, 2024, and 2025, we paid $2,716,750 , $0 , and $906,089 , respectively, , and $8,425,213 to the LTBT. During the six months ended June 30, 2026, we paid $8,425,213 to the LTBT, and we expect to pay an additional $ between June 30, 2026 and the completion of this offering. The LTBT is accounted for as a consolidated variable interest entity ( VIE ) on our balance sheet (see Note 1 to our consolidated financial statements included elsewhere in this prospectus).

The Trust Agreement limits Trustee compensation to a reasonable cash amount fixed annually by the Trustees.

Each Trustee receives annual cash compensation of $400,000 for their service as a Trustee. In addition, Dr. Shah receives annual cash compensation of $25,000 for his service as the Chair of the LTBT. The Trust Agreement prohibits a Trustee from being paid in securities of the company compensation will not vary with or in any manner that is be conditioned upon the profits, of the company. The policies of the LTBT prohibit a Trustee from directly purchasing or holding any action or inaction of our securities. company.

The policies of the LTBT prohibit a Trustee from directly purchasing or holding any of our securities.

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We believe that our success depends in part on establishing a capital structure that enables our co-founders, management and board of directors to focus on strategic initiatives that create lasting value for our stakeholders, rather than facing pressure to prioritize short-term results or purely pecuniary objectives at the expense of our long-term vision and mission. Immediately prior to the completion of this offering, we will issue a single share of Class F common stock, a special class of our common stock, to the Founder LLC, a limited liability company of which our seven co-founders will initially be the sole members and that will be managed by its members. The Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.

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

When there have been fewer than three Continuing Founders (not including any successor member who is a Non-Qualifying Member as defined in the Founder LLC Agreement) for 90 consecutive calendar days, a 450- day transition period will commence (the Class F Transition Period ). Upon completion of the Class F Transition Period, all of the Class F common stock and Class E common stock then issued and outstanding will be redeemed by us for no consideration and certain other governance changes will take effect.

Regardless of the length of time that has elapsed since the completion of this offering or the circumstances that resulted in the removal of a Continuing Founder, one or more successor members may be admitted to the Founder LLC during the Class F Transition Period as needed to ensure that there are three Continuing Founders serving until completion of the Class F Transition Period. The admission of any successor member during the Class F Transition Period will not cure the event that commenced the Class F Transition Period or extend the Class F Transition Period. For additional information, see the section titled Description of Capital Stock.

A Continuing Founder will be removed from the Founder LLC upon the earliest to occur of (i) such Continuing Founder s resignation as a member of the Founder LLC (ii) such Continuing Founder s death or incapacity (iii) with respect to each of our seven original co-founders, such original co-founder s ceasing to hold (together with such original co-founder s related holders) on any record date for a vote of our stockholders a number of shares of Class A common stock (including shares subject to options, RSUs, and other convertible securities) equal to at least 2% of the shares of Class A common stock held by such original co-founder and their related holders as of the completion of this offering (iv) such Continuing Founder s removal for cause (as defined in the Founder LLC Agreement), which includes specified competitive activities described in the Founder LLC Agreement or (v) with respect to any successor member admitted to the Founder LLC prior to the tenth anniversary commencement of the completion of this offering, Class F Transition Period, other than a successor member admitted who is a member during the Class F Transition Period, the tenth anniversary of the completion of this offering or (vi) with respect to each of our seven original co-founders, the commencement of a leave of absence approved by a Supermajority of the other Continuing 10 Benjamin Mann has been an integral part of Anthropic since its founding in January 2021 and, given his role in establishing Anthropic, is often referred to as a co-founder. However, Mr. Mann is not a member of the Founder LLC nor a Continuing Founder upon the completion of this offering, and accordingly will not participate in determining how the Class F common stock is voted. Except as set forth in this paragraph, references to our co-founders elsewhere in this prospectus do not include Mr. Mann.

Founders, which may not be approved during the Class F Transition Period or if the grant of the leave of absence would itself cause the Class F Transition Period to commence.

Each Continuing Founder will be entitled to one vote when determining how the Class F common stock will be voted. If a majority of the Continuing Founders cannot agree on how the Class F common stock will be voted, then the Class F common stock will generally be voted proportionately with the votes of the Class A common stock cast on the matter (subject to a quorum of a majority of outstanding Class A common stock). With respect to certain matters, the Class F common stock will be voted for the proposal only if a greater threshold of Continuing Founders agree, and if the greater threshold is not met, the Class F common stock will be voted against the proposal. See the section titled Description of Capital Stock Founder LLC Agreement Class F Common Stock Voting Mechanics.

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by the LTBT, certain amendments to our organizational documents, and the approval by our stockholders of any merger, consolidation, sale of substantially all our assets, or other major corporate transaction requiring stockholder approval.

The voting power of the Class F common stock will not be impacted by future issuances of our capital stock that may cause economic or voting dilution to stockholders, such as issuances for capital raising purposes, acquisitions, or employee compensation. This structure will allow the Founder LLC to determine the outcome of matters submitted to a vote of our stockholders generally, including the election of those directors not elected 9 Benjamin Mann has been an integral part of Anthropic since its founding in January 2021 and, given his role in establishing Anthropic, is often referred to as a co-founder. However, Mr. Mann is not a member of the Founder LLC nor a Continuing Founder upon by the completion of this offering, LTBT, certain amendments to our organizational documents, and accordingly will not participate in determining how the Class F common stock is voted. Except as set forth in this paragraph, references to approval by our co-founders elsewhere in this prospectus do not include Mr. Mann. stockholders of any merger, consolidation, sale of substantially all our assets, or other major corporate transaction requiring stockholder approval.

Our seven co-founders co-founded Anthropic in January 2021 . Each co-founder will initially be a member of the Founder LLC and a Continuing Founder for purposes of the Class F common stock structure described above. Brief biographical information about each co-founder is set forth below. 9 10 Dario Amodei has served as our Chief Executive Officer and a member of our board of directors since co- founding Anthropic in January 2021. See Management Executive Officers for Dr. Amodei s full biographical information.

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

Tom Brown co-founded Anthropic in January 2021 and serves as our Chief Compute Officer, leading the technical organization responsible for securing, scaling, and effectively using its our compute resources. Prior to co- founding co-founding Anthropic, Mr. Brown led the engineering of GPT-3 at OpenAI and, along with Dario Amodei, co- invented deep RLHF, which was central to converting base LLMs into modern conversational assistants such as Claude. He holds an M.Eng. in Computer Science from the Massachusetts Institute of Technology.

Jack Clark co-founded Anthropic in January 2021 and leads The Anthropic Institute, a think tank dedicated an effort to producing share research on the societal, economic, from across Anthropic with external partners and misuse implications of frontier the public, working together to address the biggest questions posed by powerful AI systems. Prior to co-founding Anthropic, Mr. Clark served as Policy Director at OpenAI, where he was responsible for OpenAI s engagement with governments and regulators on questions related to AI development. Before joining OpenAI, Mr. Clark was a technology journalist covering supercomputers, neural networks, and advanced technology, writing for publications including The Register and BusinessWeek. Mr. Clark also authors Import AI, a widely read newsletter on AI research developments.

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

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The Class T Sunset Time occurs when no Class T

common stock remains outstanding, including due

to the redemption of the Class T common stock or

an amendment to the rights of the Class T common

stock that eliminates the Class T common stock,

which in each case requires the approval of persons

comprising the Trust Amendment Threshold. The

Trust Amendment Threshold may be satisfied as

if the Trustees are voting in favor of the action,

upon approval of 80% of the authorized

members of our board of directors and 80% of

the Trustees then in office (in each case,

rounded up or down to the nearest whole

number (any exact 0.5 rounding up))

if the Class F common stock remains

outstanding and the Trustees are not voting in

favor of such amendments

until the third anniversary of the completion

of this offering, upon approval by (i) the

Class F common stock acting pursuant to the

unanimous approval of the Continuing

Founders, (ii) a majority of the votes cast by

the Class E common stock (subject to a

quorum of 40% of the outstanding Class E

common stock), and (iii) a majority of the

votes cast by the outstanding Class A

common stock (subject to a quorum of a

majority of outstanding Class A common

at any time, upon approval by (i) the Class F

common stock acting by decision of 66 2 3%

of the Continuing Founders (rounded up to

the nearest whole number), (ii) 75% of the

votes cast by the Class E common stock

(subject to a quorum of a majority of

outstanding Class E common stock), and (iii)

a majority of the votes cast by the Class A

common stock (subject to a quorum of a

majority of outstanding Class A common

The Class F Sunset Time occurs on the earlier

of (i) the time when no Class F common stock

remains outstanding, including due to the

redemption of the Class F common stock

agreed to by a Supermajority of the

Continuing Founders or upon the dissolution

of the Founder LLC, and (ii) the completion

of the Class F Transition Period. The Class F

Transition Period commences when there

have been fewer than three Continuing

Founders (not including any successor

member who is a Non-Qualifying Member

as defined in the Founder LLC Agreement)

for 90 consecutive calendar days.

A Continuing Founder will be removed from

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and 138 more changes in the filing

Management 18 changes

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

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Daniela Amodei . Ms. Amodei has served as our President and a member of our board of directors since co- founding Anthropic in January 2021. Ms. Amodei also currently serves as the Chairperson of our board of directors. Prior to co-founding Anthropic, Ms. Amodei held several positions at OpenAI, an AI research lab, including Vice President of Safety and Policy, Vice President of People, and Engineering Manager, between October 2018 and December 2020. Before joining OpenAI, Ms. Amodei was a Risk Manager, among other positions, at Stripe, a financial technology and payment processing company, from May 2013 to July 2018. Ms. Amodei holds a B.A. in English Literature from the University of California, Santa Cruz. We believe that Ms. Amodei is qualified to serve on our board of directors because of the perspective and experience she brings through her deep expertise in the AI industry and as our President and as a co-founder.

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Mr. Liddell is currently serving has served as a Director of the 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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Our amended and restated voting agreement will terminate and the provisions of our current certificate of incorporation by which our directors were elected will be amended and restated in connection with this offering. Each of our current directors will continue to serve as a director until the next annual meeting and until the election and qualification of their successor, or until their earlier death, resignation, or removal.

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

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

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Following the completion of this offering, our NGC will consist of Ms. Amodei, Mr. Hastings, and Ms. Razavi , with Ms. Amodei serving as Chairperson. Mr. Hastings and Ms. Razavi will meet the requirements for independence under the listing standards of the Nasdaq Global Select Market. We will utilize the controlled company exemption from having an NGC composed entirely of independent directors, and our NGC will be composed of one Class T director and two directors who are not Class T directors. We believe that the composition and functioning of our NGC complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. Following the completion of this offering, our NGC will, among other things identify, evaluate, and select, or make recommendations assist the Board in evaluating individuals to become members of our board of directors, regarding, certain nominees for election including through the exercise of governance rights conferred upon the NGC pursuant to our board of directors and its committees governing documents evaluate the performance of our board of directors and of individual directors its committees consider and make recommendations to our board of directors regarding the composition of our board of directors skills, experience, characteristics, and its committees review developments in corporate governance practices other criteria for evaluating directors evaluate the adequacy of our corporate governance practices and reporting and develop and make recommendations to our board of directors regarding corporate governance guidelines and matters.

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Prior to this offering, we did not have a formal policy with respect to compensation payable to our non- employee directors for service as directors.

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We do not currently have an established plan or policy with regard to the compensation of members of our board of directors. In connection with the effectiveness of the registration statement of which this prospectus forms a part, we anticipate adopting a formal compensation policy for our directors, which will govern their cash and equity compensation following the completion of this offering.

In September 2026, our board of directors adopted, and our stockholders approved, a formal compensation policy for our non-employee directors (the Director Compensation Policy ), which will become effective the day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part.

Following the effectiveness of our Director Compensation Policy, each non-employee director will receive cash and equity compensation for board services as described below. We also will reimburse our non-employee directors for reasonable, customary, and properly documented expenses for travel to board and committee meetings.

Non-employee directors will be entitled to receive the following cash compensation for their services $100,000 per year for service as a board member $75,000 per year for service as non-executive chair of the board of directors (if applicable) $60,000 per year for service as lead independent director (if applicable) $40,000 per year for service as chair of the audit committee $20,000 per year for service as a member of the audit committee $30,000 per year for service as chair of the compensation committee $15,000 per year for service as a member of the compensation committee $30,000 per year for service as chair of the NGC and $15,000 per year for service as a member of the NGC .

Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not also the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears on a prorated basis.

Annual Award. Each non-employee director automatically will be granted, on the date of each annual meeting of stockholders beginning in 2027, an award of RSUs (the Annual Award ) with a value of $325,000 (the Annual Award Grant Value ), which value will be converted to a number of shares of our Class A common stock in accordance with then-current standard company practices using the same methodology applied to employee equity awards pursuant to the company s equity grant policy, as most recently approved by our board of directors or a board committee that has been designated appropriate authority (the Conversion Methodology ). An Annual Award will vest in four equal quarterly installments on each Quarterly Vesting Date (as defined below) that occurs following the grant date of the Annual Award provided that, in any event, the Annual Award will vest in full on the day immediately before the date of our next annual meeting of stockholders that follows the grant date of the Annual Award, subject to the non-employee director continuing to be a service provider to us through the applicable vesting date. Quarterly Vesting Date means February 20, May 20, August 20, and November 20 of a given year.

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

The grant of each Initial Award and Pro-Rated Annual Award will be made effective on the first trading date on or after the date on which such individual first becomes a non-employee director (such date, the Initial Start Date ). If an individual is a member of our board of directors and also an employee, becoming a non employee director due to termination of employment will not entitle the non-employee director to an Initial Award or a Pro-Rated Annual Award.

The Initial Award will vest as follows 12.5% of the RSUs will vest on the six-month anniversary of the Vesting Commencement Date (as defined below) and the balance of the RSUs will vest in 14 successive equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the non-employee director remaining a service provider to us through the applicable vesting date. Vesting Commencement Date means the first Quarterly Vesting Date that occurs on or following the Initial Start Date. The Pro-Rated Annual Award will vest in equal installments on each Quarterly Vesting Date that occurs between the Initial Start Date and the earlier of (i) our next annual meeting of stockholders that occurs after the Pro-Rated Annual Award s grant date or (ii) the one-year anniversary of our most recent annual meeting of stockholders, provided that, in any event, the Pro-Rated Annual Award will vest in full on the day immediately before the date of our next annual meeting of stockholders that occurs after the Pro-Rated Annual Award s grant date (for purposes of clarity, each such Quarterly Vesting Date and the final vest date that occurs on the date immediately before our next annual meeting of stockholders or one-year anniversary of our most recent annual meeting of stockholders, as applicable, will be counted as one installment such that, if there are two such Quarterly Vesting Dates, the Pro- Rated Annual Award shall vest in three equal installments), subject to the non-employee director remaining a service provider to us through the applicable vesting date.

In the event of a change in control (as defined in our 2026 Plan), each non-employee director will fully vest in their outstanding equity awards granted pursuant to the Director Compensation Policy under the 2026 Plan, including any Initial Award and Pro-Rated Annual Award or Annual Award, provided that the non-employee director continues to be a non-employee director through such date.

Executive compensation 70 changes

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At Anthropic, we strive to build a team that is aligned with our mission and values. and can find motivation and fulfillment in the impactful work we do together. Executive compensation reflects our overall compensation philosophy, which prioritizes competitive pay that targets the 90th percentile of the AI development market, consistent pay for the same role, level, and location, and simplicity of plan design. In 2025, we offered a competitive mix of base salary, long-term equity incentive awards (including stock options and RSUs), and other benefits to attract and retain top talent in a competitive market environment.

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Our executive compensation philosophy is to provide our executive officers with consistent cash and equity compensation for the same role, level, and location. When determining executive compensation, we review each executive s current compensation against role- and level-specific market data. We do this annually bi-annually as part of our performance and compensation cycle where our board of directors reviews we review proposed market-based and promotion-based cash and equity increases for executives. We plan to continue to regularly review, and potentially adjust, our executive compensation programs to ensure they are consistent with our compensation philosophy as a public company.

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Our executive compensation program is structured to promote achieve the objectives described below. We regularly review our executive compensation program to assess whether it meets these objectives and adapts to evolving economic conditions.

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permit option repricing without stockholder

Award option grants at discounted stock prices. or

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

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On June 12, 2025, our board of directors granted 171,700 RSUs 992,500 options ( 2025 RSUs Options ) and 99,250 options 1,717,000 RSUs ( 2025 Options RSUs ) to each of Dr. Amodei and Ms. Amodei, after carefully considering several factors, including each executive s experience, skills, responsibilities, and impact to the company individual and company performance and internal parity.

The 2025 Options vested in equal monthly installments over a one-year period beginning on January 1, 2025, subject to the executive s continuous service with the company through each vest date. The 2025 Options were granted with an exercise price equal to $23.75 $2.38 per share. The 2025 RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 1 12 th of the total 2025 RSUs on February 20, 2026, and on each quarterly anniversary thereafter, subject to the executive s continuous service with the company through each vest date. The performance-based vesting condition of the 2025 RSUs will be satisfied in connection with upon the effectiveness of the registration statement of which this offering. prospectus forms a part.

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We entered into an offer letter with Mr. Rao dated March 2, 2024 ( Rao Offer Letter ). The Rao Offer Letter provides for at-will employment and sets forth Mr. Rao s initial annual base salary, his eligibility to participate in our benefit plans generally, and a new hire stock option grant to purchase 1,400,000 14,000,000 shares of our Class A common stock under the 2021 Plan ( Rao Options ). The Rao Options vested with respect to 1 4 th of the shares on the 12-month anniversary of Mr. Rao s first day of employment with the company and 1 48 th of the shares in equal monthly installments thereafter, subject to Mr. Rao s continuous service with the company through each vest date. The Rao Offer Letter also provides for certain severance and change of control benefits.

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The employment of our NEOs is at-will, meaning we can terminate them at any time, and they can terminate their employment with us at any time. Other than Mr. Rao, our NEOs are were not entitled to any severance or change of control benefits during the year ended December 31, 2025.

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For additional information regarding the severance and change of control benefits for Mr. Rao, please refer to our NEOs, see the section below sections titled Post-Fiscal Year End Compensation Changes and Equity Awards and Potential Payments upon Termination or Change of Control.

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Subsequent to the year ended December 31, 2025, our board of directors we approved an adjustment to the base salaries of, and granted new RSUs to, and authorized certain severance benefits for, Dr. Amodei, and Ms. Amodei, and Mr. Rao. These adjustments, and awards, and benefits were made in consideration of Dr. Amodei s and Ms. Amodei s the ongoing leadership roles and internal parity (which, for of each of our co-founder NEOs includes considerations related to and internal parity. with our technical leadership).

Base Salary . Effective January 16, 2026, the annual base salary for each of Dr. Amodei and Ms. Amodei was increased to $915,000. Effective February 1, 2026, the annual base salary for Mr. Rao was increased to $ 1,250,000. Effective July 1, 2026, the annual base salary for each of Dr. Amodei and Ms. Amodei was further increased to $ 1,380,000.

Long-Term Equity Incentive Program

Long-Term Equity Incentive Program . On July 15, February 20, 2026, our board of directors granted 53,743 RSUs ( 1,431,490 options to each of Dr. Amodei and Ms. Amodei and 1,122,840 options to Mr. Rao (together, the 2026 RSUs NEO Options ) and 2,374,010 RSUs to each of Dr. Amodei and Ms. Amodei and 1,862,140 RSUs to Mr. Rao (together, the 2026 NEO RSUs ). The 2026 NEO Options vest in equal monthly installments over a one-year period beginning on January 16, 2026 for each of Dr. A modei and Ms. Amodei and on January 30, 2026 for Mr. Rao, subject to the executive s continuous service with the company through each vest date. The 2026 NEO Options were granted with an exercise price equal to $17.66 per share . The 2026 NEO RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 1 16 th 12th of the total 2026 NEO RSUs on August May 20, 2026, 2027, and on each quarterly anniversary thereafter, subject to the executive s continuous service with the company through each vest date. The performance-based vesting condition of the 2026 NEO RSUs will be satisfied in connection with upon the effectiveness of the registration statement of which this offering. prospectus forms a part.

On July 15, 2026, our board of directors granted 537,430 RSUs ( 2026 Co-Founder RSUs ) to each of Dr. Amodei and Ms. Amodei. The 2026 Co-Founder RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 1 16 th of the total 2026 Co-Founder RSUs on August 20, 2026, and on each quarterly anniversary thereafter, subject to the executive s continuous service with the company through each vest date. The performance-based vesting condition of the 2026 Co-Founder RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part.

On August 17, 2026, our compensation committee authorized the company to enter into an Executive Severance Agreement ( Executive Severance Agreement ) with each of our NEOs that provides that, if the NEO s employment is terminated by the company without cause or the NEO resigns for good reason (as such terms are defined in the form of Executive Severance Agreement), then, subject to their execution of a release of claims in favor of the company and other conditions, they will be entitled to the following severance payments and benefits (i) an amount equal to 24 months of their then-current base salary for Dr. Amodei and Ms. Amodei and 12 months of his then-current base salary for Mr. Rao, (ii) payment of monthly premiums for coverage under COBRA for up to 12 months, and (iii) acceleration of 12 months of equity vesting for all outstanding equity awards.

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The following table sets forth information regarding grants of awards made to our NEOs during 2025 Estimated Future Payouts Under Equity Incentive Plan Awards Name Grant Date (1) Target (#) (2) All Other Option Awards Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($ sh) Grant Date Fair Value of Stock and Option Awards ($) (3) Dario Amodei 6 12 2025 99,250 23.75 992,500 2.38 4,028,558 6 12 2025 171,700 1,717,000 9,264,932 Daniela Amodei 6 12 2025 99,250 23.75 992,500 2.38 4,028,558 6 12 2025 171,700 1,717,000 9,264,932 Krishna Rao ______________ (1) All awards were granted pursuant to the 2021 Plan, the terms of which are described below under the section titled Equity Plans Amended & Restated 2021 Stock Plan.

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The following table sets forth informati on regarding o utstanding equity awards held by our NEOs as of December 31, 2025 Option Awards (1) Stock Awards (1) Name Grant Date Number of Securities Underlying Unexercise d Unexercised Options (#) Exercisable Number of Securities Underlying Unexercise d Unexercised Options (#) Unexercisa ble Unexercisable Option Exerci se Exercise Price ( ($) Option Expiration Date Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) Dario Amodei 6 12 2025 90,979 909,790 (3) 8,271 23.75 82,710 2.38 6 11 2035 171,700 1,717,000 (5) 6 12 2025 30,317,069 Daniela Amodei 6 12 2025 90,979 909,790 (3) 8,271 23.75 82,710 2.38 6 11 2035 171,700 1,717,000 (5) 6 12 2025 30,317,069 Krishna Rao 5 31 2024 575,635 5,756,350 (4) 816,667 12.99 8,166,670 1.30 5 30 2034 ______________ (1) All awards were granted pursuant to the 2021 Plan, the terms of which are described below under the section titled Equity Plans Amended & Restated 2021 Stock Plan.

(2) Amounts reported represent the fair market value of our Class A common stock of $176.57 $17.66 per share as of December 31, 2025.

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The service-based condition is satisfied as to 1 12 th of the RSUs on the 15-month anniversary of the vesting commencement date (November 20, 2024) and on each three-month anniversary thereafter, subject to the NEO s continued service with the company through each applicable service-based vest date. The performance-based condition will be satisfied in connection with upon the effectiveness of the registration statement of which this offering. prospectus forms a part.

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The following table sets forth the number of shares of Class A common stock acquired during 2025 by our NEOs upon the exercise of stock options and the vesting of stock awards and the value realized upon such exercise or vesting Option Awards Stock Awards Name Number of Securities Acquired on Exercise (#) Value Realized on Exercise ($) (1) Number of Securities Acquired on Vesting (#) Value Realized on Vesting ($) (2) Dario Amodei 505,834 5,058,340 12,013,558 Daniela Amodei 505,834 5,058,340 12,013,558 Krishna Rao 7,698 76,980 385,285 ______________ (1) Based on the fair market value of our Class A common stock on the date of exercise, less the option exercise price paid for those shares, multiplied by the number of shares for which the option was exercised.

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Mr. Rao is currently eligible to receive severance benefits under the terms of the Rao Offer Letter, as discussed in the section titled Termination and Change of Control Benefits. None of our other NEOs are currently were eligible to receive severance benefits during the year ended December 31, 2025. For additional information, see the section titled Post-Fiscal Year End Compensation Changes and Equity Awards.

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(3) This amount represents the value of acceleration of 1 8 th of the total number of shares subject to the Rao Options (175,000 ( 1,750,000 shares). This amount is based on the fair market value of our Class A common stock of $176.57 $17.66 per share as of December 31, 2025, minus the option exercise price of $12.99 $1.30 per share, multiplied by the number of shares subject to acceleration.

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(3) This amount represents the value of acceleration of 100% of the total number of unvested shares subject to the Rao Options (816,667 ( 8,166,670 shares), which right to acceleration is triggered (i) upon Mr. Rao s Qualifying Termination within 30 days prior to, on, or following a change of control or (ii) if Mr. Rao s equity awards otherwise would terminate for no consideration in a change of control (without the requirement of a Qualifying Termination). This amount is based on the fair market value of our Class A common stock of $176.57 $17.66 per share as of December 31, 2025, as determined by our board of directors in good faith, minus the option exercise price of $12.99 $1.30 per share, multiplied by the number of shares subject to acceleration.

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In connection with this offering, we anticipate that our board of directors will adopt the 2026 Plan, pursuant to which employees, members of our board of directors who are not employees, and consultants will be eligible to receive equity awards. It is anticipated that the equity awards granted pursuant to the 2026 Plan will be used to attract and retain top talent to ensure our success and accomplish our goals to incentivize employees, directors, and consultants with long-term equity-based compensation to align their interests with our stockholders, and to promote the success of our business. It is anticipated that the equity awards available for grant under the 2026 Plan will include stock options, stock appreciation rights, restricted stock, RSUs, and stock bonus awards.

Details of the material terms and conditions of the 2026 Plan will be included in a future filing.

General. Our 2026 Plan was adopted by our board of directors on September 1, 2026, and approved by our stockholders on , 2026. The 2026 Plan will become effective as of the day immediately prior to the day the registration statement of which this prospectus forms a part is effective.

Share Reserve. The maximum aggregate number of shares that may be issued under the 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 the 2021 Plan immediately prior to the termination of the 2021 Plan on the effective date of the 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 the 2021 Plan that, after the effective date of the 2026 Plan, would have returned to the 2021 Plan and become available for issuance pursuant to future awards under the 2021 Plan had the 2021 Plan not terminated on the effective date of the 2026 Plan (provided that the maximum number of shares pursuant to (ii) plus (iii) is shares).

In addition, the number of shares that may be issued under the 2026 Plan will be increased on the first day of each fiscal year beginning with our 2027 fiscal year and ending on (and including) the first day of our 2036 fiscal year, in an amount equal to the lesser of (i) 5% of the total number of shares of our common stock (including only all classes of common stock issued by the company that carry economic rights) outstanding on the last day of the calendar month prior to the date of such automatic increase (calculated on an as-converted basis) and (ii) such number of shares determined by our board of directors.

To the extent an award should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were subject thereto shall continue to be available under the 2026 Plan for issuance pursuant to future awards. In addition, any shares which are retained by us to satisfy exercise or purchase price or any withholding taxes shall be treated as not issued and shall continue to be available under the 2026 Plan for issuance pursuant to future awards. Shares issued under the 2026 Plan and later forfeited to us due to the failure to vest or repurchased by us at a price no greater than the original purchase price paid to us for the shares shall again be available for future grant under the 2026 Plan. To the extent an award under the 2026 Plan is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under the 2026 Plan.

Plan Administration. Our board of directors has delegated its authority to administer the 2026 Plan to our compensation committee. Subject to the provisions of our 2026 Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair market value of a share of our Class A common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under the 2026 Plan. The administrator also has the authority, subject to the terms of the 2026 Plan, to amend existing awards, to prescribe rules and to construe and interpret the 2026 Plan and awards granted thereunder and to institute an exchange program by which outstanding awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange for awards with a lower exercise price, a different type of award under the 2026 Plan or a different equity incentive plan, cash, or a combination thereof.

Eligibility. Employees, members of our board of directors who are not employees, and consultants (including, without limitation, employees of a staffing agency, professional employer organization, employer of record, and similar workers) are eligible to participate in our 2026 Plan.

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

Stock Options. The administrator may grant incentive stock options (within the meaning of Section 422 of the Code) and or nonstatutory stock options under our 2026 Plan, provided that incentive stock options may only be granted to our employees and the employees of our subsidiaries. The exercise price applicable to such options must generally be equal to at least the fair market value of our Class A common stock on the date of grant. The term of an incentive stock option may not exceed 10 years provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock, or of certain of our subsidiary corporations, may not have a term in excess of five years and must have an exercise price equal to at least 110% of the fair market value of our Class A common stock on the grant date.

The administrator will determine the methods of payment of the exercise price applicable to an option, which may include cash, shares, or other property acceptable to the administrator. Subject to the provisions of our 2026 Plan, the administrator determines the remaining terms of the options. Such terms may include, among other things, vesting upon the achievement of specific performance goals determined by the administrator and or continued service. After the termination of service, the participant may exercise their option, to the extent vested, for the period of time stated in their option agreement. Except in the event of a termination for cause, options generally remain outstanding to the extent exercisable for the full term of the options. In no event may an option be exercised later than the expiration of its term. The specific terms will be set forth in an award agreement.

Stock Appreciation Rights. Stock appreciation rights may be granted under our 2026 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our Class A common stock between the date of grant and the exercise date. Subject to the provisions of our 2026 Plan, the administrator determines the terms of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such awards in cash or with shares of our Class A common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. The specific terms will be set forth in an award agreement.

Restricted Stock. Restricted stock may be granted under our 2026 Plan. Restricted stock awards are grants of shares of our Class A common stock that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Shares of restricted stock will vest and the restrictions on such shares will lapse, in accordance with terms and conditions established by the administrator. Such terms may include, among other things, vesting upon the achievement of specific performance goals determined by the administrator and or continued service. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest for any reason will be subject to our right of repurchase or forfeited by the recipient. The specific terms will be set forth in an award agreement.

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Certain relationships and related person transactions 14 changes

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Principal stockholders 6 changes

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Description of the securities 249 changes

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Shares eligible for future sale 1 change

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Plan of distribution 67 changes

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Notes to the financial statements 76 changes

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Note 1: Description of Business and Summary of Significant Accounting Policies 4 changes

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Note 9: Convertible Notes, Revolving Credit Agreement and SAFEs 1 change

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Note 12: Net Loss per Share 2 changes

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Note 13: Commitments and Contingencies 1 change

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Note 15: Business Combinations 4 changes

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Note 16: Subsequent Events 6 changes

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Recent Sales of Unregistered Securities 8 changes

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Exhibits 5 changes

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