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(3) This amount represents the value of acceleration of 1/8th of the total number of shares subject to the Rao Options (1,750,000 
shares).  This  amount  is  based  on  the  fair  market  value  of  our  Class  A  common  stock  of $17.66 per share as of December 31, 
2025, minus the option exercise price of $1.30 per share, multiplied by the number of shares subject to acceleration. 

(4) Amount  is  based  on  a  payment  equal  to  the  premium  cost  of  continued  health  coverage  under  COBRA  for  a  period  of  six 

months.

Potential Payments upon Termination in Connection with a Change of Control

The  following  table  sets  forth  quantitative  estimates  of  the  benefits  that  would  have  accrued  to  each  of  our 
NEOs if any of their employment had been terminated by the NEO in a Qualifying Termination in connection 
with a “change of control” (as defined in our 2021 Plan), the NEO executed a release of claims in favor of the 
company  and  complied  with  the  other  conditions  described  above,  and  such  Qualifying  Termination  had 
occurred on December 31, 2025:

Dario Amodei
Daniela Amodei
Krishna Rao(1)

Cash
Severance
($)

—
—

Value of
Accelerated
Equity Awards
($)

Continuing
Health
Coverage
($)

—
—

—
—
16,079 (4)

Total
($)

—
—
134,031,467

425,000 (2)

133,590,388 (3)

“Good reason,” “cause” and “disability” are defined in the Rao Offer Letter.

______________
(1)
(2) This amount is equal to six months of Mr. Rao’s annual base salary, to be paid in a lump sum. 
(3) This amount represents the value of acceleration of 100% of the total number of unvested shares subject to the Rao Options 
(8,166,670 shares), which right to acceleration is triggered (i) upon Mr. Rao’s Qualifying Termination within 30 days prior to, 
on,  or  following  a  change  of  control  or  (ii)  if  Mr.  Rao’s  equity  awards  otherwise  would  terminate  for  no  consideration  in  a 
change of control (without the requirement of a Qualifying Termination). This amount is based on the fair market value of our 
Class  A  common  stock  of $17.66  per  share  as  of  December  31,  2025,  as  determined  by  our  board  of  directors  in  good  faith, 
minus the option exercise price of $1.30 per share, multiplied by the number of shares subject to acceleration.

(4) Amount  is  based  on  a  payment  equal  to  the  premium  cost  of  continued  health  coverage  under  COBRA  for  a  period  of  six 

months.

Equity Plans

2026 Equity Incentive Plan

General.  Our  2026  Plan  was  adopted  by  our  board  of  directors  on  September  1,  2026,  and  approved  by  our 
stockholders on October 22, 2026. Our 2026 Plan will become effective as of the day immediately prior to the 
day the registration statement of which this prospectus forms a part is effective. 

Share  Reserve. The  maximum  aggregate  number  of  shares  that  may  be  issued  under  our  2026  Plan  is:  (i)            
shares of our Class A common stock; plus (ii) the number of shares of our Class A common stock equal to the 
total shares of Voting Common Stock available for issuance pursuant to our 2021 Plan immediately prior to the 
termination of our 2021 Plan on the effective date of our 2026 Plan; plus (iii) the number of shares of our Class 
A common stock equal to the total shares of Voting Common Stock subject to awards previously granted under 
our 2021 Plan that, after the effective date of our 2026 Plan, would have returned to our 2021 Plan and become 
available for issuance pursuant to future awards under our 2021 Plan had our 2021 Plan not terminated on the 
effective  date  of  our  2026  Plan  (provided  that  the  maximum  number  of  shares  pursuant  to  (ii)  plus  (iii)  is            
shares).

In addition, the number of shares that may be issued under our 2026 Plan will be increased on the first day of 
each  fiscal  year  beginning  with  our  2027  fiscal  year  and  ending  on  (and  including)  the  first  day  of  our  2036 
fiscal  year,  in  an  amount  equal  to  the  lesser  of:  (i)  5%  of  the  total  number  of  shares  of  our  common  stock 
(including only all classes of common stock issued by the company that carry economic rights) outstanding on 
the last day of the calendar month prior to the date of such automatic increase (calculated on an as-converted 
basis); and (ii) such number of shares determined by our board of directors.

To  the  extent  an  award  should  expire  or  be  forfeited  or  become  unexercisable  for  any  reason  without  having 
been  exercised  in  full,  or  is  surrendered  pursuant  to  an  exchange  program,  the  unissued  shares  that  were 
subject thereto shall continue to be available under our 2026 Plan for issuance pursuant to future awards. In 

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