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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

and  has  been  accounted  for  as  a  business  combination.  The  total  consideration  transferred  of  approximately 
$171 million consisted of: $136 million in equity issued, including replacement of equity awards attributable to 
pre-combination  services;  a  $25  million  holdback  liability  to  be  settled  in  shares  of  the  Company’s  Class  A 
common stock; and $10 million in cash.

The  fair  value  of  equity  issued  was  determined  based  on  the  estimated  fair  value  of  the  Company’s  Class  A 
common  stock  immediately  prior  to  the  acquisition  and  includes 8.6 million shares of Class A common stock 
issued to Bun stockholders and a number of replacement options to purchase shares of the Company’s Class A 
common stock issued to continuing employees that are subject to service-based vesting conditions over a three-
year period, of which a portion was attributable to pre-combination services and therefore included within the 
total consideration noted above. 

Equity issued excludes 1.6 million shares of Class A common stock held back and not legally issued, which serve 
as  partial  security  for  the  sellers’  general  representation  and  warranty  obligations.  The  holdback  shares  are 
subject to an 18-month holdback period, after which any remaining shares will be released to the former Bun 
stockholders,  net  of  any  shares  necessary  to  satisfy  breaches  of  the  sellers’  general  representations  and 
warranties or other post-closing adjustments. 

The holdback shares were recorded at their acquisition date fair value and classified as a liability within Other 
noncurrent liabilities on the consolidated balance sheets. The holdback liability will be settled in shares of Class 
A common stock and is recorded at fair value through its settlement date, with changes in fair value recorded to 
other  income  (expense),  net  on  the  consolidated  statements  of  operations.  The  estimate  of  fair  value  of  the 
holdback  liability  used  both  observable  and  unobservable  inputs,  specifically  considering  the  price  of  the 
Company’s Class A common stock and the probability of payout at the end of the holdback period.

The  purchase  price  was  allocated  on  a  preliminary  basis  to  goodwill  of  $154  million  and  cash  and  cash 
equivalents of $17 million. Goodwill primarily relates to expected synergies and assembled workforce and is not 
expected to be deductible for U.S. federal income tax purposes.

Pro forma results of operations have not been presented because the effects of all acquisitions, individually and 
in the aggregate, were not material. Acquisition-related costs were expensed as incurred within other operating 
and administrative expenses on the consolidated statements of operations, and were not material. 

16. Subsequent Events

The  Company  has  evaluated  subsequent  events  for  recognition  and  measurement  purposes  through  June  1, 
2026, which is the date the consolidated financial statements were available to be issued.

Equity and Financing Transactions

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In January and February 2026, the Company completed the sale of an aggregate of 90.5 million shares 
of Series G-1 redeemable convertible preferred stock and an aggregate of 26.0 million shares of Series 
G-2 non-voting redeemable convertible preferred stock at a price of $259.1364 per share, for aggregate 
gross proceeds of $30.2 billion.

In  February  2026,  the Board  approved  an  offer  made  by  a  group  of  third-party  buyers  to  purchase 
shares of the Company’s Class A common stock at a price of $25.9136 per share from a group of sellers 
that  included  current  and  former  employees,  non-employee  service  providers,  and  donor  advised 
funds. The transaction closed in April 2026, and an aggregate of 179.9 million shares were sold. There 
was no stock-based compensation expense related to this transaction.

In  February  2026,  the  Company  settled  its  obligation  accrued  as  of  December  31,  2025  under  the 
Donation  Matching  Plan  through  the  issuance  of 30.6  million  shares  of  Class  N  common  stock.  The 
liability  was  remeasured  to  fair  value  through  the  settlement  date,  resulting  in  additional  other 
operating and administrative expense of $126 million recognized in the first quarter of 2026.

In  March  2026,  the  Company  entered  into  a  financing  arrangement,  including  a  note  purchase 
agreement (“Google 2026 NPA”) with Google under which Google purchased 38.6 million shares of the 
Company’s  Series  G-2  non-voting  redeemable  convertible  preferred  stock  for  approximately  $10.0 

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