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close  of  the  trading  day  on  the  180th  day  after  the  date  of  this  prospectus.  Goldman  Sachs  &  Co.  LLC  and 
Morgan Stanley & Co. LLC may release stockholders from the lock-up agreements, and we may, generally only 
with their consent, release stockholders from the market standoff agreements, in each case prior to the end of 
the applicable period. See the sections titled “Underwriting” and “Shares Eligible for Future Sale—Lock-Up and 
Market  Standoff  Agreements”  for  further  information  about  these  agreements,  including  the  specified  early 
expiration provisions.

As  a  result  of  these  agreements  and  the  provisions  of  our  amended  and  restated  investors’  rights  agreement, 
dated as of May 28, 2026 (our “IRA”), as described further in the section titled “Description of Capital Stock—
Registration  Rights,”  and  subject  to  the  provisions  of  Rule  144  or  Rule  701  of  the  Securities  Act,  additional 
shares of our Class A common stock (including shares issuable upon conversion of our Class N common stock) 
will become available for sale in the public market at various times after the date of this offering, beginning on 
the first trading day following the date of this prospectus. See the section titled “Shares Eligible for Future Sale” 
for additional information.

Upon  completion  of  this  offering,  stockholders  owning  an  aggregate  of  up  to                      shares  of  our  Class  A 
common stock (including those issuable upon conversion of our Class N common stock) will be entitled, under 
our IRA, to demand registration rights. In addition, we intend to file a registration statement to register shares 
reserved  for  future  issuance  under  our  equity  compensation  plans.  Upon  effectiveness  of  that  registration 
statement, subject to the satisfaction of applicable exercise periods and the expiration or waiver of the market 
standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding 
stock  options  or  settlement  of  RSUs  will  be  available  for  immediate  resale  in  the  United  States  in  the  open 
market.

In  addition,  our  co-founders  have  each  pledged  to  dedicate  80%  of  their  personal  equity  in  Anthropic  to 
philanthropic  causes.  These  commitments  are  voluntary,  revocable  expressions  of  each  co-founder’s 
philanthropic  intent  and  do  not  constitute  legally  binding  obligations.  The  timing,  amount,  recipients, 
structure, and manner of any donations in furtherance of this pledge are uncertain and will depend on a variety 
of  factors,  including  each  co-founder’s  individual  circumstances,  tax  and  estate  planning  considerations, 
applicable  transfer  restrictions,  market  conditions,  and  philanthropic  priorities  at  the  relevant  time.  The  co-
founders  may  satisfy  this  pledge  over  time  through  a  variety  of  means,  including  donations  to  donor-advised 
funds,  charitable  organizations,  private  foundations,  or  other  philanthropic  vehicles,  certain  of  which  have 
entered into irrevocable proxy agreements with us, as described under the section titled “Certain Relationships 
and Related Person Transactions—Irrevocable Proxy Agreements.” Donations of shares of our Class A common 
stock  in  furtherance  of  this  pledge  and  any  subsequent  sales  by  recipients  could,  subject  to  the  lock-up  and 
market  standoff  agreements  described  above  and  applicable  securities  laws,  result  in  the  sale  of  a  significant 
number of shares in the public market. Because the timing and amount of any such donations and sales cannot 
be predicted, any such sales, or the perception that such sales could occur, could depress the market price of our 
Class  A  common  stock.  These  pledges  relate  to  the  co-founders’  personal  economic  interests  in  shares  of  our 
Class A common stock and do not apply to our Class F common stock or alter the Founder LLC voting structure 
described  under  the  section  titled  “Our  Governance  Structure  and  Its  Goals—Founder  Voting  Structure.”  As 
such, as our co-founders make donations in furtherance of this pledge, their personal economic interests in us 
will decrease while their voting control through the Founder LLC will remain unchanged for so long as each co-
founder  continues  to  satisfy  the  minimum  retained  ownership  condition  for  continued  membership  in  the 
Founder  LLC  described  in  the  section  titled  “Description  of  Capital  Stock—Founder  LLC  Agreement,”  which 
may  reduce  the  alignment  between  the  interests  of  our  co-founders  and  those  of  our  other  stockholders,  or 
cause those interests to diverge.

Sales of our Class A common stock by stockholders as lock-up restrictions end or pursuant to registration rights 
may  make  it  more  difficult  for  us  to  sell  equity  securities  in  the  future  at  a  time  and  at  a  price  that  we  deem 
appropriate. These sales may also cause the market price of our Class A common stock to fall and make it more 
difficult for you to sell shares of our Class A common stock.

Because  we  do  not  anticipate  paying  any  cash  dividends  on  our  capital  stock  in  the 
foreseeable future, capital appreciation, if any, will be your sole source of gain.

We  do  not  anticipate  paying  cash  dividends  in  the  foreseeable  future.  We  currently  intend  to  retain  future 
earnings, if any, to fund the development and growth of our business. In addition, the A&R Credit Agreement 

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