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condition of the 2026 Co-Founder RSUs will be satisfied upon the effectiveness of the registration statement of 
which this prospectus forms a part.

Severance Benefits

In October 2026, we entered into an Executive Severance Agreement (“Executive Severance Agreement”) with 
each of our NEOs that provides that, if the NEO’s employment is terminated by the company without “cause” or 
the NEO resigns for “good reason” (as such terms are defined in the form of Executive Severance Agreement), 
then, subject to their execution of a release of claims in favor of the company and other conditions, they will be 
entitled  to  the  following  severance  payments  and  benefits:  (i)  an  amount  equal  to  24  months  of  their  then-
current base salary for Dr. Amodei and Ms. Amodei and 12 months of his then-current base salary for Mr. Rao, 
(ii) an amount equal to 12 months of COBRA premium payments, and (iii) acceleration of 12 months of equity 
vesting for all outstanding equity awards subject to time-based vesting. We also entered into a letter agreement 
with Mr. Rao continuing the change of control vesting acceleration benefit previously included in the Rao Offer 
Letter on the same terms, without alteration.

The  changes  described  above  will  be  reflected  in  our  executive  compensation  disclosure  for  the  year  ending 
December 31, 2026.

Perquisites and Other Executive Benefits

HSR Filing Fees

In October 2026, we paid directly to the FTC, on behalf of Dr. Amodei and Ms. Amodei, the filing fees that they 
were  required  to  pay  in  connection  with  the  filing  of  a  notice  under  the  Hart-Scott-Rodino  Antitrust 
Improvements Act of 1976, as amended, each in the amount of $2.5 million (the “HSR Filing Fees”). The HSR 
Filing Fees were required in connection with the NEO’s acquisition and holding of our securities. Our board of 
directors  determined  that  paying  the  HSR  Filing  Fees  served  the  best  interest  of  us  and  our  stockholders  by 
ensuring compliance with antitrust regulations and promoting each NEO’s retention and long-term stockholder 
value alignment by providing incentives for each NEO to participate in our long-term equity incentive program 
and work to increase the value of our securities.

Security Services

In 2026, we began offering certain security services to Mr. Rao and engaged a leading security consulting firm 
to  conduct  an  independent,  third-party  security  study  regarding  the  personal  and  security  risks  of  Mr.  Rao. 
Given the importance of the role of Mr. Rao at Anthropic, we view the cost of these services as necessary and 
appropriate.

Grants of Plan-Based Awards in 2025

The following table sets forth information regarding grants of awards made to our NEOs during 2025:

Estimated Future 
Payouts Under 
Equity Incentive 
Plan Awards

Name
Dario Amodei

Daniela Amodei

Krishna Rao

Grant 
Date(1)
6/12/2025
6/12/2025
6/12/2025
6/12/2025
—

Target (#)(2)

1,717,000

1,717,000

All Other Option 
Awards:
Number of
Securities
Underlying
Options (#)
992,500

Exercise or Base
Price of
Option
Awards ($/sh)
2.38

992,500

—

2.38

—

Grant Date
Fair Value of
Stock and
Option
Awards ($)(3)

4,028,558
9,264,932
4,028,558
9,264,932
—

______________
(1) All awards were granted pursuant to our 2021 Plan, the terms of which are described below under the section titled “—Equity 

Plans—Amended & Restated 2021 Stock Plan.”

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