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Our Governance Structure and Its Goals

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

Public Benefit Corporation

We are incorporated as a PBC under Delaware law, a structure that enables our commitment to AI safety and 
responsibility. PBCs are a class of corporations that are intended to produce a public benefit and to operate in a 
responsible  and  sustainable  manner.  As  a  PBC,  we  are  required  to  balance  (i)  the  pecuniary  interests  of  our 
stockholders, (ii) the best interests of those materially affected by our conduct, and (iii) the Company Purpose. 
This  requires  our  board  of  directors  to  weigh  multiple  factors,  including  relevant  long-  and  short-term 
externalities of decisions, alongside the pecuniary interests of our stockholders. To date, we have found that the 
safety  and  societal  benefit  of  AI  and  consideration  of  the  best  interests  of  all  key  stakeholder  groups  have 
generally  aligned  with  our  long-term  commercial  success  and  stockholders’  long-term  monetary  interests. 
However, as a PBC, we may make decisions that we believe appropriately balance the pecuniary interests of our 
stockholders, the best interests of those materially affected by our conduct, and the Company Purpose, but that 
negatively  impact  the  short-,  medium-,  or  long-term  performance  of  our  business  or  the  market  price  of  our 
Class A common stock. There is limited judicial precedent interpreting the balancing requirement applicable to 
PBCs  under  Delaware  law,  and  there  is  therefore  uncertainty  as  to  how  a  court  would  view  our  directors’ 
balancing of these potentially competing interests. For a discussion of these risks, see “Risk Factors—Our focus 
on the long-term best interests of our company as a PBC, and the duty of our directors to balance the pecuniary 
interests  of  our  stockholders,  the  best  interests  of  those  stakeholders  materially  affected  by  our  conduct,  and 
our  Company  Purpose,  may  conflict  with  short-,  medium-,  or  long-term  financial  interests  and  business 
performance,  which  may  negatively  impact  the  value  of  our  Class  A  common  stock”  and  “Risk  Factors—As  a 
Delaware  public  benefit  corporation,  we  may  be  subject  to  increased  litigation  concerning  our  board  of 
directors’  obligation  to  balance  our  stockholders’  pecuniary  interests,  the  best  interests  of  those  materially 
affected by our conduct and our Company Purpose, the occurrence of which may have an adverse impact on our 
business, financial condition, and results of operations.”

In measuring our public benefit performance, our board of directors will consider the objectives set forth in our 
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  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. 

As  required  by  Section  366(b)  of  the  DGCL,  we  will  provide  our  stockholders  no  less  than  biennially  with  a 
statement  assessing  our  promotion  of  the  Company  Purpose  and  of  the  best  interests  of  those  materially 
affected  by  our  conduct.  The  statement  will  set  out  our  objectives  and  standards  and  describe  the  actions  we 
have taken. We intend to make the statement available to stockholders and the public through our website. We 
also expect to demonstrate our progress towards these goals by continuing to publish evidence-based research 
on our website regarding our work and its impact. 

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