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Public Benefit Corporation Status

Consistent with our long-term commitment to AI safety and responsibility, we are incorporated as a PBC under 
Delaware law. PBCs are a class of corporations that are intended to produce a public benefit and operate in a 
responsible  and  sustainable  manner.  Under  Delaware  law,  a  PBC  is  required  to  identify  in  its  certificate  of 
incorporation the public benefit or benefits it will promote, and its directors have a duty to manage the affairs of 
the  corporation  in  a  manner  that  balances  the  pecuniary  interests  of  the  corporation’s  stockholders,  the  best 
interests  of  those  materially  affected  by  the  corporation’s  conduct,  and  the  specific  public  benefit  purpose 
identified in the corporation’s certificate of incorporation. As provided in our amended and restated certificate 
of incorporation, the public benefit that we promote, which we must always consider in the management of our 
company, is the Company Purpose. 

Long-Term Benefit Trust

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

Founder Voting Structure

We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, 
Sam  McCandlish,  and  Christopher  Olah,  as  a  group,  are  distinctly  equipped  to  be  stewards  of  our  mission. 
Immediately  prior  to  the  completion  of  this  offering,  we  will  issue  a  single  share  of  Class  F  common  stock,  a 
special class of our common stock, to a limited liability company of which our seven co-founders will initially be 
the sole members (the “Founder LLC”). 

Our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of the total voting 
power  of  our  outstanding  shares  of  capital  stock  with  respect  to  matters  submitted  to  stockholders  generally, 
including the election of our directors other than the Class T directors. 

Board Governance

Decisions  regarding  our  business  and  affairs  are  made  by  our  board  of  directors. Immediately  prior  to  the 
completion of this offering, we will enter into a stockholders’ agreement (the “Stockholders’ Agreement”) with 
the LTBT and the Founder LLC, under which they will agree to vote their shares and take other actions to give 
effect  to  the  board  composition,  director  nomination,  and  director  removal  provisions  described  in  our 
governing documents. Collectively, the LTBT and the Founder LLC will have the ability to elect all members of 
our board of directors. Regardless of the class or classes of stock by which a director is elected, there is no limit 
to the number of terms a director may serve. 

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

The Founder LLC will also have significant influence over our business and affairs through its ability to vote our 
Class F common stock, which is entitled to an aggregate number of votes that equals 50.1% of the total voting 
power  of  our  outstanding  shares  of  capital  stock  with  respect  to  matters  submitted  to  stockholders  generally, 
including the election of our directors other than the Class T directors.

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