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Restricted Stock Units

Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

The  Company  grants  RSUs  to  employees  and  the  RSUs  vest  upon  the  satisfaction  of  both  a  service  condition 
and  a  performance  condition.  The  service  condition  for  these  awards  is  generally  satisfied  over  a four-year 
vesting period. The performance condition is satisfied upon the occurrence of an “initial event” which is defined 
as either (i) a qualifying change in control of the Company or (ii) a listing of the Company’s equity securities on 
an  established  securities  market  (including  through  a  traditional  public  offering,  direct  listing,  or  business 
combination with a special purpose acquisition company), in each case, on or before the seventh anniversary of 
the grant date, as further defined in such RSU agreements. If the performance condition is not satisfied within 
seven years of the grant date, all unvested RSUs are forfeited. 

As  of December  31,  2025  and  June  30,  2026  (unaudited), no  stock-based  compensation  expense  had  been 
recognized  for  the  RSUs  because  management  determined  that  it  is  not  probable  that  the  performance 
condition  will  be  achieved.  If  management  had  determined  the  performance  condition  was  probable  of 
achievement  as  of December  31,  2025  and  June  30,  2026  (unaudited),  the  Company  would  have  recognized 
$671  million  and $2.9  billion,  respectively, of  cumulative  stock-based  compensation  expense  as  of  the 
respective dates and would have had $5.2 billion and $23.7 billion, respectively, of unrecognized compensation 
cost  that  represents  the  RSUs  that  have  not  satisfied  the  service  condition  for  vesting.  As  of  June  30,  2026 
(unaudited),  unrecognized  compensation  cost  is  expected  to  be  recognized  over  a  weighted-average  period  of 
2.1 years.

The following table summarizes RSU activity under the Plan during the year ended December 31, 2025 and six 
months ended June 30, 2026 (unaudited):

Balance as of December 31, 2024

Granted

Vested

Forfeited or cancelled

Balance as of December 31, 2025

Granted (unaudited)

Vested (unaudited)

Forfeited or cancelled (unaudited)

Balance as of June 30, 2026 (unaudited)

Number of 
Shares
(in 
thousands)

Weighted-
Average 
Grant-Date 
Fair Value per 
Share

— $

629,385

—
(8,344)

621,041

451,891

—

(23,301)
1,049,631 $

—

9.42

—

6.07

9.47

46.48

—

12.28

25.34

The total intrinsic value and fair value of RSUs vested during the year ended December 31, 2025 and six months 
ended June 30, 2026 (unaudited) was zero.

Restricted Stock Awards (“RSAs”)

In  January  and  February  2021,  the  Company  granted  a  total  of 1,731.3  million  RSAs  to  founders  and  early 
employees that vested based on the passage of time (i.e., a service condition). The Company also grants RSAs to 
certain non-employee service providers. The RSAs are shares of common stock that are issued and outstanding 
and are subject to repurchase by the Company (for a minimal amount) if the holder’s service terminates before 
the  restricted  shares  vest.  Compensation  cost  is  measured  at  the  grant-date  fair  value  of  the  underlying 
common stock and is recognized over the vesting period.

During  the  year  ended  December  31,  2024, 432.8 million  RSAs  vested  and 36.1 million RSAs were subject to 
repurchase. During the year ended December 31, 2025, all remaining RSAs subject to repurchase as of the end 
of the prior year vested and additional RSAs granted and subject to repurchase were not material.

During  the six  months  ended  June  30,  2026  (unaudited),  the  Company  granted 10.4  million  RSAs  in 
connection  with  acquisitions,  which  remain  unvested  as  of June  30,  2026.  As  of June  30,  2026  (unaudited), 

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