Small print.
Wide open.

Table of Contents

NEO.  The  assumptions  used  in  determining  the  grant  date  fair  value  of  the  RSUs  or  options,  as  applicable,  reported  in  this 
column are set forth in Note 10 to our consolidated financial statements included elsewhere in this prospectus.

(2) These  awards  reflect  the  grant  of  RSUs  subject  to  both  a  service-based  vesting  condition  and  a  performance-based  vesting 
condition, each of which must be satisfied in order for an RSU to vest, as described above in the section titled “—Elements of 
Executive  Compensation—Long-Term  Equity  Incentive  Program.”  The  amount  disclosed  represents  the  aggregate  grant  date 
fair  value  of  such  RSU  award,  computed  in  accordance  with  FASB  ASC  Topic  718,  based  on  the  probable  outcome  of  the 
performance condition as of the grant date.

(3) Amounts  reported  include:  (i)  $14,000  in  connection  with  401(k)  company  matching  contributions;  (ii)  $2,745,874  in 
connection with personal security services that we view as an integral part of our risk management program but may be deemed 
to  be  perquisites  under  current  relevant  disclosure  rules;  (iii)  $97,055  in  costs  related  to  Dr.  Amodei’s  private  air  travel  for 
personal use as required by Dr. Amodei’s overall security program, including the minimal incremental costs for Dr. Amodei’s 
personal  guests  who  accompanied  him  on  certain  trips  as  approved  in  advance  by  our  board  of  directors;  (iv)  $1,153,087, 
representing the spread between the aggregate purchase price and the fair market value of shares repurchased from Dr. Amodei 
in  our  June  2025  tender  offer;  and  (v)  $625  representing  a  pro  rata  portion  of  the  cost  of  a  valuation  report  paid  for  and 
obtained by us from an appraisal firm (“Valuation Report”). The Valuation Report was prepared for the benefit of all employees 
who participated in our donation matching program, and, although Dr. Amodei did not participate in that program, he used the 
Valuation Report for tax reporting related to his separate charitable giving. 

(4) Amounts  reported  include:  (i)  $14,000  in  connection  with  401(k)  company  matching  contributions;  (ii)  $1,293,629  in 
connection with company-paid personal protection, home security, and transportation services that we view as an integral part 
of our risk management program but are considered to convey a personal benefit to Ms. Amodei under the relevant disclosure 
rules;  (iii)  $1,153,087,  representing  the  spread  between  the  aggregate  purchase  price  and  the  fair  market  value  of  shares 
repurchased from Ms. Amodei in our June 2025 tender offer; and (iv) $625 representing a pro rata portion of the cost of the 
Valuation Report. Although Ms. Amodei did not participate in our donation matching program, she used the Valuation Report 
for tax reporting related to her separate charitable giving.

(5) Amounts reported reflect 401(k) company matching contributions. 

Post-Fiscal Year End Compensation Changes and Equity Awards

Subsequent to the year ended December 31, 2025, we approved an adjustment to the base salaries of, granted 
new RSUs to, and entered into agreements providing certain severance benefits for, Dr. Amodei, Ms. Amodei, 
and Mr. Rao. We also paid the HSR Filing Fees (as defined below) for Dr. Amodei and Ms. Amodei. In addition, 
we began offering certain security services to Mr. Rao. These adjustments, awards, and benefits were made in 
consideration of the ongoing leadership roles of each of our NEOs and internal parity. 

Base Salary

Effective  January  16,  2026,  the  annual  base  salary  for  each  of  Dr.  Amodei  and  Ms.  Amodei  was  increased  to 
$915,000. Effective February 1, 2026, the annual base salary for Mr. Rao was increased to $1,250,000. Effective 
July  1,  2026, the  annual  base  salary  for  each  of  Dr.  Amodei  and  Ms.  Amodei  was  further  increased  to 
$1,380,000.

Long-Term Equity Incentive Program

On February 20, 2026, our board of directors granted 1,431,490 options to each of Dr. Amodei and Ms. Amodei 
and  1,122,840  options  to  Mr.  Rao  (together,  the  “2026  NEO  Options”)  and 2,374,010  RSUs  to  each  of  Dr. 
Amodei  and  Ms.  Amodei  and 1,862,140  RSUs  to  Mr.  Rao  (together,  the  “2026  NEO  RSUs”).  The  2026  NEO 
Options vest in equal monthly installments over a one-year period beginning on January 16, 2026 for each of 
Dr. Amodei and Ms. Amodei and on January 30, 2026 for Mr. Rao, subject to the executive’s continuous service 
with the company through each vest date. The 2026 NEO Options were granted with an exercise price equal to 
$17.66 per share. The 2026 NEO RSUs vest on the first date upon which both a service-based condition and a 
performance-based condition are satisfied. The service-based condition is satisfied as to 1/12th of the total 2026 
NEO  RSUs  on  May  20,  2027,  and  on  each  quarterly  anniversary  thereafter,  subject  to  the  executive’s 
continuous service with the company through each vest date. The performance-based vesting condition of the 
2026 NEO RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus 
forms a part. 

On  July  15,  2026,  our  board  of  directors  granted 537,430  RSUs  (“2026  Co-Founder  RSUs”)  to  each  of  Dr. 
Amodei and Ms. Amodei. The 2026 Co-Founder RSUs vest on the first date upon which both a service-based 
condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 1/16th 
of the total 2026 Co-Founder RSUs on August 20, 2026, and on each quarterly anniversary thereafter, subject 
to the executive’s continuous service with the company through each vest date. The performance-based vesting 

271