Small print.
Wide open.

Table of Contents

$11.2261  per  share.  The  following  table  summarizes  purchases  of  our  Series  C-1  redeemable  convertible 
preferred stock by related persons: 

Stockholder
Spark Capital (1)

Shares of
Series C-1
Redeemable
Convertible
Preferred
Stock
6,680,859 $ 74,999,991

Total
Purchase
Price

______________
(1) Shares  purchased  by  the  Spark  IV  entities,  which  are  affiliates  of  Spark  Capital.  Yasmin  Razavi,  a  member  of  our  board  of 

directors, is a managing member of the General Partner of each Spark IV entity.

Right of First Refusal 

Pursuant to certain of our equity compensation plans and certain agreements with our stockholders, including 
our  amended  and  restated  right  of  first  refusal  and  co-sale  agreement,  dated  as  of  May  28,  2026,  we  or  our 
assignees  have  a  right  to  purchase  shares  of  our  capital  stock  which  stockholders  propose  to  sell  to  other 
parties. This right will terminate upon completion of this offering. Dario Amodei and Daniela Amodei, who are 
both  executive  officers  and  members  of  our  board  of  directors,  and  entities  affiliated  with  Spark  Capital,  are 
party to the right of first refusal and co-sale agreement. Yasmin Razavi, a member of our board of directors, is a 
managing member of the General Partner of entities affiliated with Spark Capital.

Voting Agreement 

We  are  party  to  an  amended  and  restated  voting  agreement,  dated  as  of  May  28,  2026,  under  which  certain 
holders of our capital stock, including entities affiliated with Spark Capital, have agreed to vote their shares of 
our capital stock on certain matters, including with respect to the election of directors. Upon completion of this 
offering, the voting agreement will terminate and none of our Class A common stock or Class N common stock 
stockholders  will  have  any  special  rights  under  our  amended  and  restated  voting  agreement  regarding  the 
election or designation of members of our board of directors. Dario Amodei and Daniela Amodei, who are both 
executive officers and members of our board of directors, are party to the voting agreement. Yasmin Razavi, a 
member of our board of directors, is a managing member of the General Partner of entities affiliated with Spark 
Capital.

Tender Offers

In  April  2026,  we  facilitated  a  tender  offer  whereby  a  syndicate  of  stockholders  commenced  a  tender  offer  to 
purchase  shares  of  our  Class  A  common  stock  from  certain  of  our  securityholders  for $25.9136  per  share  in 
cash.  Dario  Amodei  and  Daniela  Amodei,  who  are  both  executive  officers  and  members  of  our  board  of 
directors, Krishna Rao, one of our executive officers, and Holden Karnofsky, the spouse of Daniela Amodei, sold 
shares  of  our  Class  A  common  stock  in  the  tender  offer.  An  aggregate  of 179,883,540  shares  of  our  Class  A 
common  stock  were  tendered  in  total  pursuant  to  the  tender  offer  for  an  aggregate  purchase  price  of 
$4,661,437,298.

In June 2025, we commenced a tender offer to purchase shares of our Class A common stock from certain of 
our  securityholders  for $5.61  per  share  in  cash.  Dario  Amodei  and  Daniela  Amodei,  who  are  both  executive 
officers and members of our board of directors, sold shares of our Class A common stock in the tender offer. An 
aggregate of 27,942,000 shares of our Class A common stock were tendered in total pursuant to the tender offer 
for an aggregate purchase price of $156,716,898.

Irrevocable Proxy Agreements

We  are  party  to  certain  irrevocable  proxy  agreements  with  Daffy  Charitable  Fund  and  Dechomai  Asset  Trust 
(such  entities,  “DAFs”),  dated  as  of  October  6,  2025  and  December  20,  2024,  respectively  (together,  “Voting 
Proxy Agreements”). Each of the DAFs has entered into a master donation agreement with us pursuant to which 
the  DAFs  may  from  time  to  time  receive  donations  of  shares  directly  from  us  or  from  one  or  more  of  our 

284