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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

notes issued under Amazon 2023 NPA), or $50.4779 per share (in the case of notes issued under Amazon 2024 
NPA), and (ii) the price per share in the Company’s most recent (1) preferred stock equity financing (in the case 
of the notes issued under Amazon 2023 NPA) or (2) qualified equity financing (in the case of the notes issued 
under Amazon 2024 NPA), subject, in each case, to Amazon’s ownership cap, as described below. 

In  connection  with  certain  liquidation  transactions,  Amazon  may,  in  lieu  of  converting  such  notes  at  the 
applicable conversion price, elect to receive cash in an amount equal to the outstanding principal amount and 
accrued  but  unpaid  interest  thereon.  Pursuant  to  the  terms  of Amazon  2024  NPA,  the  Company  may  be 
required  to  make  additional  cash  payments  to  Amazon  calculated  as  set  forth  in Amazon  2024  NPA  in 
connection with certain liquidation transactions. In addition, in connection with an initial public offering, direct 
listing, or special purpose acquisition company transaction, any outstanding principal amount and accrued but 
unpaid  interest  thereon  under  the  applicable  Amazon  NPA  will  automatically  convert  into  shares  of  the 
Company’s Class N common stock at a conversion price equal to the lower of (i) $2.0928 per share, in the case 
of Amazon 2023 NPA, or $5.0478 per share, in the case of Amazon 2024 NPA, and (ii) the price per share of the 
common stock offered to the public in such transaction. Any portion of Amazon’s notes that cannot convert due 
to Amazon’s ownership cap will automatically convert, subject to Amazon’s ownership cap, into shares of Class 
N common stock at the close of each fiscal quarter following an initial public offering at a conversion price equal 
to the lowest of (i) the applicable conversion price set forth above, (ii) the price per share of the common stock 
offered to the public in connection with such initial public offering, and (iii) the then-current market price of 
the  Company’s  common  stock  based  on  a  10-day  volume-weighted  trailing  average  trading  price.  The  notes 
issued under an Amazon NPA may also be settled in cash at maturity or, at Amazon’s election, by set-off against 
amounts Amazon owes the Company under certain commercial agreements with Amazon.

Any  conversion  of  the  notes  issued  under  an  Amazon  NPA  is  subject  to  Amazon’s  aggregate  ownership  cap, 
which  is  waivable  at  Amazon’s  option.  If  any  portion  of  the  notes  issued  under  an  Amazon  NPA  cannot  be 
converted without exceeding the ownership cap, the portion that could not be so converted will be re-issued as a 
non-interest bearing convertible rollover note, with a maturity date that is 10 years from the issuance date of 
such rollover note. Upon the occurrence of certain events of default as specified in the applicable Amazon NPA, 
the  Company  may  be  required,  depending  on  the  nature  of  the  event  of  default,  to  repay  in  cash  the  then-
outstanding principal amount that has not been converted either (i) in full upon demand of the holder or (ii) in 
equal installments over a four-year period.

In connection with the Series E-1 redeemable convertible preferred stock financing in 2025, the first and second 
tranches  of  notes  issued  under Amazon 2023 NPA  were  converted  into  an  aggregate  of 95.3 million shares of 
Series  E-2  non-voting  redeemable  convertible  preferred  stock  at  a  conversion  price  of $20.9280  per  share.  A 
portion of the notes issued under Amazon 2023 NPA did not convert pursuant to Amazon’s ownership cap, and 
were  re-issued  as  a  non-interest  bearing rollover  note with  an  aggregate  principal  amount  of $3.1  billion, 
maturing in March 2034. The rollover note has substantially identical conversion and repayment terms as set 
forth  above,  in  each  case,  subject  to  Amazon’s  ownership  cap.  In  connection  with  the  Series  E-1  redeemable 
convertible preferred stock financing, the conversion provisions of the notes issued under Amazon 2024 NPA 
were triggered. However, due to Amazon’s ownership cap, none of the notes issued under Amazon 2024 NPA 
converted. As a result, the first tranche was re-issued as a non-interest bearing rollover note with an aggregate 
principal  amount  of $1.3  billion  maturing  in  January  2035  and  the  second  and  third  tranches  remained 
outstanding. Such rollover note has substantially identical conversion and repayment terms as set forth above, 
in each case, and converts subject to Amazon’s ownership cap.

Subsequently, in connection with the Company’s Series F-1 redeemable convertible preferred stock financing in 
2025, a portion of the rollover note issued under Amazon 2023 NPA converted into an aggregate of 20.7 million 
shares of Series F-2 non-voting redeemable convertible preferred stock at a conversion price of $20.9280 per 
share.  The  remaining  balance  of  such  rollover  note  was  re-issued  as  a  non-interest  bearing  amended  and 
restated  rollover  note  with  a  principal  amount  of  approximately  $2.6  billion,  maturing  in  March  2034.  The 
notes issued under Amazon 2024 NPA did not convert in connection with the Series F-1 redeemable convertible 
preferred stock financing due to Amazon’s ownership cap. 

As  of  December  31,  2025,  $2.6  billion  aggregate  principal  amount  of  the  amended  and  restated  rollover  note 
issued  under Amazon  2023  NPA  remains  outstanding  and  all  three  tranches  of  notes  issued  under Amazon 
2024 NPA, with the first tranche re-issued as a non-interest bearing rollover note, remain outstanding with an 
aggregate principal balance of $4.0 billion.

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