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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; (v) with respect to any successor member admitted to the Founder LLC prior to the commencement 
of the Class F Transition Period, other than a successor member 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 
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 our Class F common stock will be 
voted. If a majority of the Continuing Founders cannot agree on how our Class F common stock will be voted, 
then our Class F common stock will generally be voted proportionately with the votes of our 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,  our  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,  our  Class  F  common  stock  will  be  voted 
“against”  the  proposal.  See  the  section  titled  “Description  of  Capital  Stock—Class  F  Common  Stock  Voting 
Mechanics.”

The Founder LLC Agreement will not govern the voting of any shares of our Class A common stock held by the 
co-founders or their related holders. Each co-founder (or their related holders) will be able to vote shares of our 
Class A common stock held by them in their discretion, regardless of the manner in which the Founder LLC will 
vote our Class F common stock.

The voting power of our 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 
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.

Our Co-Founders

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.13 

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  our  compute  resources.  Prior  to 
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.

13  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  our  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.

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