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Table of Contents

Common Stock

Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

The  Company  has  one  class  of  capital  stock  designated  “participating  common  stock”  and  another  class  of 
capital stock designated “Class T common stock.” The class of capital stock designated “participating common 
stock”  is  divided  into  two  series,  designated  “Class  A  common  stock”  and  “Class  N  common  stock.”  The 
certificate of incorporation, as amended and restated August 27, 2025, authorized the Company to issue up to 
8,162.8 million shares of Class A common stock, 5,547.2 million shares of Class N common stock, and 1 share of 
Class  T  common  stock. The  certificate  of  incorporation,  as  amended  and  restated May  27,  2026  (unaudited), 
authorized the Company to issue up to 10,991.0 million shares of Class A common stock, 7,044.0 million shares 
of Class N common stock, and 1 share of Class T common stock. Holders of Class A common stock are entitled 
to  one  vote  per  share.  The  holders  of  Class  N  common  stock  shall  have no  right  to  vote,  generally,  except  as 
required by law, including no right to vote in any election of the Board, except as required by law. The holders 
of Class T common stock have no right to vote generally, except as required by law or specifically set forth in the 
certificate  of  incorporation.  The  participating  common  stock  is  subordinate  to  the redeemable  convertible 
preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the 
Company. The Class T common stock is not mandatorily redeemable and does not entitle the holder thereof to 
receive dividends or any distribution of assets upon the liquidation, winding up, or dissolution of the Company 
or the occurrence of a Liquidation Transaction (defined, generally, as any voluntary or involuntary liquidation, 
dissolution or winding up of the Company or deemed liquidation event).

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