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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

shall not be cumulative. After payment of such dividends, any additional dividends shall be distributed among 
the holders of common stock and redeemable convertible preferred stock in proportion to the number of shares 
of common stock that would be held by each such holder if all shares of redeemable convertible preferred stock 
were  converted  to  common  stock  calculated  on  the  record  date  for  determination  of  holders  entitled  to  such 
dividends.  No  dividends  have  been  declared  or  paid  through December  31,  2025  and  June  30,  2026 
(unaudited).

Liquidation Preference

In  the  event  of  any  Liquidation  Transaction  (defined,  generally,  as  any  voluntary  or  involuntary  liquidation, 
dissolution or winding up of the Company or deemed liquidation event), the holders of redeemable convertible 
preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the 
Company to the holders of common stock, by reason of their ownership thereof, an amount per share equal to 
the OIP for each outstanding share of redeemable convertible preferred stock then held (as adjusted for stock 
splits, stock dividends, reclassifications and the like), plus any declared but unpaid dividends on such shares. If, 
upon  the  occurrence  of  such  event,  the  assets  and  funds  thus  distributed  among  the  holders  of redeemable 
convertible  preferred  stock  shall  be  insufficient  to  permit  the  payment  to  such  holders  of  the  full  aforesaid 
preferential amounts, then the entire assets and funds of the Company legally available for distribution shall be 
distributed  ratably  among  the  holders  of redeemable  convertible  preferred  stock  in  proportion  to  the 
preferential  amount  each  such  holder  is  otherwise  entitled  to  receive,  and  provided  that  the  holders  of 
redeemable  convertible  preferred  stock  will  be  treated  on  an  as-converted  basis  if,  as  a  result  of  an  actual 
conversion,  such  holder  would  receive,  in  the  aggregate,  an  amount  greater  than  the  amount  that  would  be 
distributed to such holder if such holder did not convert such series of preferred stock into shares of such series 
of common stock.

Conversion

Each share of redeemable convertible preferred stock is convertible into fully paid and non-assessable shares of 
Class  A  common  stock,  in  the  case  of  the  Series  A,  Series  C-1,  Series  D-1,  Series  D-2,  Series  E-1,  Series  F-1, 
Series  G-1,  and  Series  H-1  redeemable  convertible  preferred  stock.  Each  share of  non-voting  redeemable 
convertible  preferred  stock  is  convertible  into  fully  paid  and  non-assessable  shares  of  Class  N  common  stock 
(non-voting  common  stock),  in  the  case  of  the  Series  B,  Series  C-2,  Series  D-3,  Series  E-2,  Series  E-3,  Series 
E-4, Series E-5, Series F-2, Series F-3, Series F-4, Series G-2, Series G-3, Series G-4, Series H-2, Series H-3, and 
Series H-4 non-voting redeemable convertible preferred stock.

•

Optional conversion – Each share of redeemable convertible preferred stock is convertible into Class A 
common stock or Class N common stock, as applicable, at any time after the issuance of shares at the 
option of the holder. The conversion rate is determined by dividing the applicable original issue price 
by  the  conversion  price.  As  of  December  31,  2024,  the  conversion  ratio  for  all  series  of redeemable 
convertible preferred stock was 10:1. In connection with the Series E redeemable convertible preferred 
stock  financing  during  the  year  ended  December  31,  2025,  the  issuance  of  Series  E-2  non-voting 
redeemable convertible preferred stock at $20.9280 per share triggered weighted-average antidilution 
adjustments to the conversion prices of the Series D-1, D-2, and D-3 redeemable convertible preferred 
stock. As of December 31, 2025, the conversion ratio for all series of redeemable convertible preferred 
stock  was 10:1, except for the Series D-1, Series D-2, and Series D-3 redeemable convertible preferred 
stock,  which  were  approximately 10.5,  10.4,  and 10.5,  respectively.  As  of June  30,  2026  (unaudited), 
the  conversion  ratio  for  all  series  of  redeemable  convertible  preferred  stock  was 10:1,  except  for  the 
Series  D-1,  Series  D-2,  and  Series  D-3,  which  were  approximately 10.6:1,  10.4:1,  and 10.6:1, 
respectively. Upon conversion, no adjustments to the conversion price shall be made for any declared 
but unpaid dividends on the redeemable convertible preferred stock surrendered for conversion or on 
the common stock delivered upon conversion.

• Mandatory  conversion  –  Each  share  of redeemable  convertible  preferred  stock  shall  automatically 
convert to Class A common stock or Class N common stock, as applicable, at the applicable conversion 
rate upon the earlier of (i) the Company’s sale of its common stock in a firm commitment underwritten 
public  offering  pursuant  to  a  registration  statement  under  the  Securities  Act  of  1933,  as  amended, 
resulting in at least $100 million of aggregate cash gross proceeds to the Company, net of underwriting 
discounts  and  commissions,  (ii)  the  Company’s  completion  of  a  transaction  or  series  of  related 

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