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Shah  receives  annual  cash  compensation  of  $25,000  for  his  service  as  the  Chair  of  the  LTBT.  Trustee 
compensation will not vary with or be conditioned upon the profits or any action or inaction of our company. 
The policies of the LTBT prohibit a Trustee from directly purchasing or holding any of our securities. 

In addition, in August 2026, we made a $450,000 charitable donation to CNAS, of which Mr. Fontaine is the 
Chief  Executive  Officer.  The  donation  will  be  used  to  support  CNAS  research  examining  how  AI  is  reshaping 
global competition, national security, international security, democratic governance, and other issues related to 
emerging technology and security. 

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. Our 
co-founders  have  been  instrumental  in  building  our  leadership  position  and  establishing  the  mission-driven 
values that define our company. In addition, Dr. Amodei serves as our Chief Executive Officer and a member of 
our board of directors and Ms. Amodei serves as our President and Chairperson of our board of directors. Their 
long-term strategic vision has been critical to our success and will continue to guide our future. In our highly 
competitive  industry,  success  requires  visionary  leadership,  strong  direction,  and  the  kind  of  decisiveness 
necessary  to  make  bold  investments,  pursue  transformative  opportunities,  and  compete  effectively  against 
formidable  competitors,  while  also  balancing  the  pecuniary  interests  of  our  stockholders  with  the  Company 
Purpose and the best interests of those materially affected by our conduct.

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. 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 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.

Our Class F common stock will be voted by the Founder LLC in a manner determined in accordance with 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 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.” 

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 our 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 

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