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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

In  January  2026,  in  connection  with  the  initial  closing  of  the  Series  G-1  financing,  the  third  tranche  of  notes 
issued  under Google 2023 NPA  converted  in  full  into 3.3 million shares of Series G-4 non-voting redeemable 
convertible  preferred  stock  at  a  conversion  price  of  $233.2228  per  share.  The  conversion  price  reflects  the 
contractual  discounts  to  the  Series  G-1  price  of  $259.1364  per  share. As  of  June  30,  2026  (unaudited),  no 
amounts remain outstanding under Google 2023 NPA.

Google 2024 Note Purchase Agreement

In August 2024, the Company entered into an additional note purchase agreement (“Google 2024 NPA”) with 
Google  for  the  issuance  of  a  convertible  promissory  note  in  an  aggregate  principal  amount  of  approximately 
$1.3  billion.  Such  note  bore  interest  at  a  rate  of 8.5%  per  annum  compounded  annually,  and,  unless  earlier 
converted or repaid, was payable upon maturity in August 2030.

In  connection  with  the  Series  E-1  redeemable  convertible  preferred  stock  financing  in  2025,  the  note  issued 
under Google 2024 NPA was converted in full into an aggregate of 24.2 million shares of Series E-5 non-voting 
redeemable  convertible preferred  stock  at  a  conversion  price  of $53.2822  per  share,  reflecting  a  contractual 
discount to the Series E-1 original issuance price of $56.0865 per share. As of December 31, 2025 and June 30, 
2026 (unaudited), no amounts remain outstanding under Google 2024 NPA.

Google 2026 Note Purchase Agreement (Unaudited)

In March 2026 (unaudited), the Company entered into a note purchase agreement (“Google 2026 NPA”) under 
which, subject to certain conditions, up to $30.0 billion of convertible promissory notes or non-voting common 
stock  through December  31,  2030  may  be  issued.  Non-voting  common  stock  would  be  issued  at  the  30-day 
trailing volume-weighted average price and, to the extent issued, the notes will bear interest at 9.0% per annum 
compounded  annually,  payable  at  maturity,  and  mature six  years  after  issuance,  unless  earlier  repaid  or 
converted pursuant to the terms of the agreement.

In  May  2026  (unaudited),  Google  invested $10.0  billion  in  the  Company’s Series  H  redeemable  convertible 
preferred  stock  financing,  which  reduced  the  amount  available  for  issuance  under  the Google  2026  NPA  to 
$20.0 billion.  As  of June 30, 2026,  no  non-voting  common  stock  or  notes  had  been  issued  under  the Google 
2026 NPA.

Amazon

Amazon 2023 and 2024 Note Purchase Agreements

In September 2023, the Company entered into a note purchase agreement (“Amazon 2023 NPA”) with Amazon 
for the issuance of convertible promissory notes in an aggregate principal amount of up to $4.0 billion issuable 
in two tranches. The Company issued the first tranche of notes in an aggregate principal amount of $1.2 billion 
in September 2023, and the second tranche of notes in an aggregate principal amount of $3.4 billion in March 
2024, reflecting an issuance premium to the $2.8 billion in proceeds received for the second tranche of notes.

In November 2024, the Company entered into an additional note purchase agreement (“Amazon 2024 NPA”) 
with Amazon for the issuance of convertible promissory notes in an aggregate principal amount of up to $4.0 
billion,  issuable  in  three  tranches.  The  Company  issued  the  first  tranche  of  notes  in  an  aggregate  principal 
amount of $1.3 billion in November 2024, the second tranche of notes in an aggregate principal amount of $1.3 
billion  in  May  2025,  and  the  third  tranche  of  notes  in  an  aggregate  principal  amount  of  $1.4  billion  in 
November 2025.

The notes issued under Amazon 2023 NPA bear interest at a rate of 8.0% per annum compounded annually and 
payable  upon  maturity,  and  mature  10  years  after  the  respective  issuance  date,  unless  earlier  repaid  or 
converted.  The  first  tranche  of  notes  issued  under Amazon  2024  NPA  bears  interest  at  a  rate  of 8.5%  per 
annum, compounded annually and payable at maturity, and matures in November 2034, unless earlier repaid 
or  converted.  The  second  and  third  tranche  of  notes  issued  under Amazon  2024  NPA  are  each  non-interest 
bearing and mature in May 2035 and November 2035, respectively, unless earlier repaid or converted.

The notes issued under Amazon 2023 NPA and Amazon 2024 NPA are convertible into non-voting redeemable 
convertible  preferred  stock  at  a  conversion  price  equal  to  the  lesser  of  (i) $20.9280  per  share  (in  the  case  of 

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