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Table of Contents Anthropic, PBC Notes to Consolidated Financial Statements (Continued) In January and February 2026, in connection with the Company’s Series G-1 financing, a portion of the second amended and restated non-interest bearing rollover note issued under Amazon 2023 NPA was converted into an aggregate of 20.6 million shares of the Company’s Series G-3 non-voting redeemable convertible preferred stock at a price of $20.9280 per share. The remaining balance of such non-interest bearing rollover note was re-issued as a non-interest bearing amended and restated rollover note with a principal amount of approximately $2.2 billion, maturing in March 2034. The notes issued under Amazon 2024 NPA did not convert in connection with the Series G-1 redeemable convertible preferred stock financing due to Amazon’s ownership cap. As of June 30, 2026 (unaudited), the amended and restated rollover note issued under Amazon 2023 NPA remained outstanding with an aggregate principal amount of approximately $2.2 billion, and all notes issued under Amazon 2024 NPA remained outstanding with an aggregate principal balance of $4.0 billion. Amazon 2026 Note Purchase Agreement (Unaudited) In April 2026 (unaudited), the Company entered into a note purchase agreement (“Amazon 2026 NPA”) under which the Company may issue, subject to certain conditions, up to $20.0 billion of non-voting common stock or convertible promissory notes. 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 8.0% per annum compounded annually and payable at maturity, and mature ten years after issuance, unless earlier repaid or converted pursuant to the terms of the agreement. In May 2026 (unaudited), Amazon invested $5.0 billion in the Company’s Series H redeemable convertible preferred stock financing, which reduced the amount available for issuance under the Amazon 2026 NPA to $15.0 billion. As of June 30, 2026, no non-voting common stock or notes had been issued under the Amazon 2026 NPA. Other Note Purchase Agreements 2025 In August 2025, the Company entered into a note purchase agreement under which the Company may issue, subject to certain conditions, up to $10.0 billion of convertible promissory notes solely to finance rent obligations under a compute and infrastructure equipment lease agreement. Refer to Note 7 for further information. The Company’s ability to issue notes will end upon an initial public offering of its common stock. As of December 31, 2025 and June 30, 2026 (unaudited), no amounts were outstanding under the note purchase agreement. 2026 (Unaudited) In March 2026, the Company entered into a second note purchase agreement under which the Company may issue, subject to certain conditions, up to $42.0 billion of convertible promissory notes solely to finance rent obligations under a compute and infrastructure agreement. Refer to Note 7 for further information. The notes will bear interest at 9.0% per annum, payable in kind. The Company’s ability to issue notes will end upon the fifth anniversary of the commencement of the draw period (which has not yet commenced and which begins once the first infrastructure equipment is ready for service pursuant to the compute and infrastructure agreement), subject to earlier termination. As of June 30, 2026, no amounts were outstanding under the note purchase agreement. Issuance costs associated with convertible notes are expensed as incurred. SAFEs During the year ended December 31, 2023, the Company issued SAFEs with an aggregate purchase amount of $122 million that entitled investors to participate in future equity financings through share-settled redemption of the amount invested. Of this amount, $1 million converted into shares of Series C-1 convertible preferred stock during the year ended December 31, 2023, and $121 million converted into shares of Series D-1 and D-2 convertible preferred stock during the year ended December 31, 2024. Conversion prices were determined F-42
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