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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

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In September 2026, the Company amended its certificate of incorporation to effectuate a 10-for-1 stock 
split of its authorized, issued, and outstanding shares of Class A common stock and Class N common 
stock, and in connection therewith, authorized 10,906.1 million shares of Class A common stock and 
7,128.9 million shares of Class N common stock.

In  the  third  quarter  of  2026,  the  Company  recognized  $2.0  billion  within  other  operating  and 
administrative  expense  on  the  consolidated  statement  of  operations  for  the  initial  recognition  and 
change  in  fair  value  of  its  obligation  to  match  employee  donations  made  in  August  2026  under  the 
Donation Matching Plan. In October 2026, the Company issued approximately 28.0 million shares of 
Class  N  common  stock  upon  settlement  of  this  donation  matching  obligation.  The  liability  will  be 
remeasured to fair value through the settlement date in the fourth quarter of 2026.

In  October  2026,  the  Company  entered  into  amendments  to  the  employment  agreements  of  certain 
executive officers that provide for cash severance, continued health coverage and accelerated vesting of 
a  number  of  outstanding  equity  awards  upon  certain  conditions,  modifying  the  executive  officers’ 
outstanding  stock  options  and  RSUs.  Because  the  performance-based  vesting  condition  of  the  RSUs 
was not probable of being satisfied as of the modification date, the RSUs outstanding are expected to 
be remeasured at their modification-date fair value.

In  October  2026,  the  Company  amended  its  certificate  of  incorporation  to  increase  the  number  of 
authorized shares of Class N common stock to 7,975.7 million shares, and the Company’s stockholders 
approved  the  issuance  of  up  to  846.8  million  shares  of  Class  N  common  stock  to  a  newly  formed, 
wholly owned subsidiary of the Company in furtherance of the Company’s public benefit purpose.

In October 2026, the Company’s board of directors adopted, and its stockholders approved, the 2026 
Equity Incentive Plan and the 2026 Employee Stock Purchase Plan, each effective on the day prior to 
the effectiveness of the registration statement of which this prospectus forms a part, with up to 2,950.0 
million and 160.0 million shares of Class A common stock, respectively, initially reserved for issuance, 
subject to annual increases.

Compute and Infrastructure Transactions

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In  July  2026,  the  Company  entered  into  a  hardware  supply  framework  agreement  (the  “Hardware 
Supply  Agreement”)  with  Advanced  Micro  Devices,  Inc.  (“AMD”)  to  purchase, lease,  or  access  AMD 
Helios  rack-scale  systems  featuring  AMD  Instinct  MI450  series  GPUs.  Pursuant  to  the  terms  of  the 
Hardware Supply Agreement, AMD committed to purchase up to $5.0 billion of the Company’s Class N 
common stock, if certain conditions are achieved.

In  addition  to  the  transactions  above,  subsequent  to  June  30,  2026,  the  Company  entered  into  new, 
and amended existing, lease and commercial agreements primarily to secure additional compute and 
infrastructure  capacity,  with  aggregate  future  minimum  payment  obligations  of approximately  $245 
billion, with some arrangements subject to certain contractual conditions being met. These primarily 
consist  of  compute  and  infrastructure  agreements,  commencing  between 2026  and 2036  with  terms 
greater  than one year and up to 20 years. The Company also entered into certain agreements that are 
short term in nature with minimum non-cancelable payments under such contracts of approximately 
$21 billion.

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