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(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 for the RSU to vest, as described above in the section titled “—Elements of Executive 
Compensation—Long-Term Equity Incentive Program.” The RSUs do not have “threshold” or “maximum” achievement levels, 
so the corresponding columns have been omitted.

(3) The amounts reported represent the aggregate grant date fair value of the RSUs or options awarded to the NEOs calculated in 
accordance  with  FASB  ASC  Topic  718.  These  amounts  do  not  reflect  the  actual  economic  value  that  may  be  realized  by  each 
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.

Outstanding Equity Awards at 2025 Year-End 

The  following  table  sets  forth  information  regarding  outstanding  equity  awards  held  by  our  NEOs  as  of 
December 31, 2025:

Option Awards(1)

Stock Awards(1)

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
909,790(3)

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
Date

82,710

2.38

6/11/2035

Equity 
Incentive Plan 
Awards: 
Number of
Unearned 
Shares,
Units or Other 
Rights 
That Have Not
Vested (#)
1,717,000(5)

909,790(3)

82,710

2.38

6/11/2035

1,717,000(5)

5,756,350(4) 

8,166,670

1.30

5/30/2034

Equity 
Incentive Plan 
Awards: 
Market 
or Payout 
Value of 
Unearned 
Shares, Units 
or
Other Rights 
That Have Not
Vested ($)(2)

30,317,069

30,317,069

Name

Dario Amodei

Daniela Amodei

Krishna Rao

Grant
Date

6/12/2025

6/12/2025

6/12/2025

6/12/2025

5/31/2024

______________
(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.”

(2) Amounts reported represent the fair market value of our Class A common stock of $17.66 per share as of December 31, 2025.
(3)

1/12th  of  the  total  shares  subject  to  the  option  vested  on  the  one-month  anniversary  of  the  vesting  commencement  date 
(January 1, 2025), and 1/12th of the total shares vested in equal monthly installments thereafter, subject to the NEO’s continued 
service with the company through each applicable vest date.
1/4th of the total shares subject to the option vested on the first anniversary of the vesting commencement date (April 18, 2024), 
and 1/48th of the total shares will vest in equal monthly installments thereafter, subject to the NEO’s continued service with the 
company through each applicable vest date. 

(4)

(5) The  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 RSUs on the 15-month anniversary of the vesting commencement date 
(November  20,  2024)  and  on  each  three-month  anniversary  thereafter,  subject  to  the  NEO’s  continued  service  with  the 
company  through  each  applicable  service-based  vest  date.  The  performance-based  condition  will  be  satisfied  upon  the 
effectiveness of the registration statement of which this prospectus forms a part.

Option Exercises and Stock Vested in 2025

The  following  table  sets  forth  the  number  of  shares  of  Class  A  common  stock  acquired  during  2025  by  our 
NEOs  upon  the  exercise  of  stock  options  and  the  vesting  of  stock  awards  and  the  value  realized  upon  such 
exercise or vesting:

Name
Dario Amodei
Daniela Amodei
Krishna Rao

Option Awards

Stock Awards

Number of
Securities
Acquired on
Exercise (#)

Value Realized
on Exercise
($)(1)

—
—
76,980

—
—
385,285

Number of
Securities
Acquired on
Vesting (#)

5,058,340
5,058,340
—

Value Realized
on Vesting
($)(2)

12,013,558
12,013,558
—

______________
(1) Based on the fair market value of our Class A common stock on the date of exercise, less the option exercise price paid for those 

shares, multiplied by the number of shares for which the option was exercised.

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