ANT Anthropic S-1 IPO prospectus section summaries

Anthropic, PBC — S-1 cover summary

Anthropic, PBC filed a preliminary S-1 on October 26, 2026, for an initial public offering of Class A common stock, proposing to list on the Nasdaq Global Select Market under the symbol ANT. The cover leaves the offering price, number of shares, underwriting discounts, expected proceeds, and the size of the underwriters’ additional-share purchase option blank. Both Anthropic and selling stockholders are expected to sell shares, but Anthropic will receive no proceeds from shares sold by stockholders. There was no prior public market for the Class A stock, so the cover provides no basis to assess valuation, offering dilution, or proceeds.

Governance and control

Anthropic is a Delaware public benefit corporation. It must balance stockholder interests with the interests of people materially affected by its conduct and its stated public benefit: the responsible development and maintenance of advanced AI for humanity’s long-term benefit.

Its share and governance structure concentrates control and limits the influence of ordinary Class A investors:

• The Long-Term Benefit Trust (LTBT), through Class T shares, generally elects and removes the Class T directors; those directors will constitute a majority of authorized board members. Class T shares have no general stockholder voting or economic rights.
• A Founder LLC will hold one Class F share carrying 50.1% of total voting power on general stockholder matters, including elections of directors other than Class T directors. The share has no economic rights, and the founders initially comprise the LLC’s members.
• Employees other than founders will receive Class E shares with limited voting rights and no economic rights.
• Class A shares carry one vote per share. Class N shares, held primarily by strategic partners, generally have no voting rights and convert to Class A upon transfer to an unaffiliated third party.

Anthropic identifies itself as a Nasdaq “controlled company.” The arrangements place substantial voting authority with the founders and LTBT, rather than ordinary public investors.

Information not provided on the cover

The cover reports no operating results, balance-sheet data, cash flows, or other financial metrics; performance, liquidity, and financial risks therefore cannot be assessed from this section. The offering is preliminary and subject to change. Anthropic is classified as a non-accelerated filer, and the emerging-growth-company box is not checked. The proposed offering includes public offerings in Australia, Canada, certain EEA member states, Japan, Switzerland, and the United Kingdom, with no intended listing in those jurisdictions.

Defined Terms

This section establishes operating, technical, and industry terminology used throughout the prospectus; it reports no financial results, balance-sheet figures, or period-over-period changes.

Customer and adoption metrics

• A customer is a prosumer or organization using the company’s models, platform, or applications. Distinct organizations are identified by aggregating accounts using internal records and available data.
• The company does not separately define or internally track enterprise customers. Instead, it uses customers generating at least $100,000 of trailing-twelve-month (TTM) revenue as a proxy for enterprise adoption and engagement. The prospectus also defines customer TTM revenue thresholds of $1 million and $10 million.
• Net Revenue Retention (NRR) is qualified customers’ current-period revenue divided by their base-period revenue. The base period is the three months ending one year before the measurement date; the current period is the three months ending on that date. Customers must have at least $1 of base-period revenue to qualify. Claude Pro and Max subscribers are excluded because fixed-price subscriptions do not capture the expansion and contraction behavior NRR is intended to measure.
• Run-Rate Revenue is an estimated annualized operating metric, not revenue reported for a conventional accounting period. It equals consumption fees over the trailing 28 days multiplied by 13, plus active monthly subscription fees multiplied by 12. Consumption fees vary with usage and model selected; subscription fees reflect active subscriptions at the measurement date.

Revenue model and infrastructure

• Pay-for-intelligence, or consumption revenue, is metered in tokens, with pricing varying by model. Inference occurs each time a user or agent interacts with an AI system.
• AI compute includes accelerators, memory, networking, storage, and power. Algorithmic compute multipliers can increase the effective output produced from a given amount of compute.
• Cloud services providers (CSPs), including hyperscalers, supply infrastructure and may also distribute AI products. The definitions note that the largest CSPs have significant infrastructure and market concentration.

Technology, products, and intellectual property

• Agentic AI refers to systems that plan and execute sequences of actions, including through tools. Related terms include agent loops, computer use, interleaved thinking, and multi-agent orchestration.
• Applied AI teams, including forward-deployed engineers, tailor implementations to customers’ systems and workflows.
• The company characterizes model weights as the primary intellectual asset of a frontier AI developer, embodying accumulated investment in compute, data, and research.
• Closing the loop describes using successive model versions to help build later versions, with the aim of compounding capability gains.
• Frontier AI denotes systems at the leading edge of capability and safety. Open-weight models make trained weights publicly available, subject to license terms, but need not disclose training data or code.
• Tokens are the units used to process model inputs and outputs; their number depends on the model and tokenizer. Pre-training builds broad base-model capabilities, while post-training—including reinforcement learning and RLHF—refines behavior, helpfulness, accuracy, and safety.

Risks and safeguards

• Hallucinations are confident but factually incorrect or fabricated outputs. Prompt injection refers to malicious instructions embedded in content that may manipulate a model without the user’s knowledge.
• Interpretability, including mechanistic interpretability, seeks to make model behavior and internal computations more transparent and auditable, and to help detect unsafe or deceptive failure modes.
• Constitutional AI guides model behavior using written principles addressing safety, ethics, policy compliance, and helpfulness. These terms describe concepts and safeguards; they are not quantified risk disclosures.

Business, growth and strategy

Anthropic, founded in 2021, develops and commercializes the Claude AI models, developer platform and applications. Its strategy combines frontier-model research with safety work and enterprise products. Anthropic describes a reinforcing cycle: customer deployments provide feedback to improve Claude, while revenue supports further research, talent and compute investment. Claude is also used internally for research, training, evaluations, safety audits and coding.

Revenue grew from $41 million in FY2023 to $386 million in FY2024 and $4.585 billion in FY2025. H1 2026 revenue was $16.286 billion, versus $1.163 billion in H1 2025. For the three months ended June 30, 2026, revenue grew 1,368% year over year, while compute and infrastructure expenses grew 300%; the company presents this as evidence of improving compute efficiency, not profitability. As of September 30, 2026, net revenue retention was approximately 900%, and trailing-twelve-month revenue per employee exceeded $6.6 million, versus $1.4 million a year earlier. Anthropic says Claude Opus 5.5 reduced customer cost per task by approximately 40% versus Opus 5.

Enterprise offerings are extending from conversational AI to autonomous, multi-step work. Claude Code supports software development, while Claude Cowork extends agentic workflows to broader knowledge work; Cowork’s January 2026 research preview reportedly outpaced Claude Code’s adoption at the equivalent point. In September 2026, Anthropic began merging Cowork and Claude.ai into a unified application. As of September 30, 2026, it had more than 11,900 customers with at least $100,000 of trailing-twelve-month revenue, more than 1,900 with at least $1 million, and approximately 250 with at least $10 million.

Distribution combines direct enterprise relationships with AWS, Google Cloud and Microsoft Azure, to which Anthropic pays fees, as well as systems integrators, consultants and data platforms. It also launched Ode with Anthropic, a joint AI services company with private-equity partners serving mid-sized businesses. Management’s priorities include expanding compute and data-center capacity, improving hardware and algorithmic efficiency, growing direct sales and international reach, and applying Claude in areas such as healthcare, life sciences, robotics and physical work. The prospectus cites a knowledge-work opportunity exceeding $40 trillion in 2025 and an IDC estimate of $22.5 trillion in cumulative global AI economic impact by 2031; these are market-opportunity claims, not company results.

Results, resources and investment needs

Operating expenses were $16.979 billion in H1 2026, versus $3.298 billion in H1 2025; operating loss narrowed to $693 million from $2.135 billion as revenue grew faster than expenses. FY2025 operating loss was $8.060 billion, versus $2.980 billion in FY2024. H1 2026 expenses included $8.945 billion for compute and infrastructure (versus $2.334 billion), $3.152 billion for personnel (versus $538 million), $3.168 billion for sales, marketing and partnerships (versus $120 million), and $1.714 billion for other operating and administrative expense (versus $306 million). FY2025 operating expenses included a $1.500 billion Bartz settlement.

GAAP net loss was $80.748 billion in H1 2026, versus $12.969 billion in H1 2025; FY2025 net loss was $41.965 billion, versus $8.309 billion in FY2024. These losses were driven substantially by fair-value changes in convertible notes, derivative liabilities and SAFEs: an expense of $72.388 billion in H1 2026, versus $10.942 billion in H1 2025, and $34.308 billion in FY2025, versus $5.434 billion in FY2024. The company attributes the changes primarily to rising fair values of convertible promissory notes as its enterprise valuation increased. H1 2026 also included $1.111 billion of interest income and $8.757 billion of other expense, net. H1 net loss per share was $39.88, versus $7.25, with weighted-average shares of 2.025 billion, versus 1.789 billion.

Company-defined non-GAAP measures show a substantial improvement: adjusted operating income was $1.618 billion in H1 2026, compared with an adjusted operating loss of $1.849 billion in H1 2025; adjusted operating margin was 10%, versus (159)%. Adjusted net income was $2.671 billion, versus an adjusted net loss of $1.741 billion. For context, adjusted operating losses were $522 million in FY2023, $2.788 billion in FY2024 and $4.854 billion in FY2025; adjusted net losses were $457 million, $2.683 billion and $4.448 billion, respectively. These are non-GAAP measures and should be read alongside GAAP results.

Stock-based compensation in personnel expense rose to $2.2 billion in H1 2026, from $286 million in H1 2025; FY2025 expense was $1.2 billion, versus $192 million in FY2024 and $29 million in FY2023. The excerpt does not provide complete unrecognized-compensation estimates or recognition periods.

At June 30, 2026, cash, cash equivalents and short-term investments were $131.651 billion, working capital $130.760 billion, and total assets $147.358 billion. Total liabilities were $117.467 billion; redeemable convertible preferred stock was $157.510 billion; accumulated deficit was $132.902 billion; and total stockholders’ equity was a $127.619 billion deficit. Goodwill and other intangible assets are not separately reported in the excerpt. Anthropic reported raising $141.1 billion of aggregate capital by June 30, 2026. Cash-flow and capital-expenditure figures, as well as the dollar amounts of substantial compute and infrastructure commitments, are not provided here; commitments extend through 2045.

Capital structure, governance and risks

Anthropic is a Delaware public benefit corporation, requiring directors to balance stockholder interests, affected stakeholders and its stated purpose of responsibly developing advanced AI. The Long-Term Benefit Trust, through Class T stock, generally elects and can remove a majority of authorized directors; the founders’ LLC will hold a Class F share carrying 50.1% of total voting power on matters generally submitted to stockholders. Together, these arrangements give the trust and founders substantial control. Anthropic expects to be a Nasdaq “controlled company” and to rely on an exemption allowing its nominating and governance committee not to be entirely independent.

The company contributed 846,840,960 Class N shares, equivalent to 5% of fully diluted shares as of June 30, 2026 assuming full conversion of the Amazon Notes, to its Public Benefit Fund. The board may issue additional Class N shares equal to up to 2% of then-outstanding shares at each 50% share-price increase milestone beginning with the IPO price, creating potential dilution. Founders have also pledged 80% of their personal Anthropic equity to philanthropy.

Key risks include maintaining model leadership, securing and efficiently allocating compute, dependence on a limited number of cloud providers and suppliers (some also customers or strategic investors), competition, and retaining key personnel. Harmful or misaligned model behavior could lead to reputational damage, litigation, liability or regulatory action; safeguards, contractual protections and insurance may be inadequate. The prospectus also cautions that rapid historical growth may not continue. IPO proceeds, offering share counts and assumed pricing are unspecified in the excerpt; any proceeds are intended for general corporate purposes, including compute investment, operations, hiring and RSU-related tax obligations.

Risk Factors

Frontier AI, safety and competition

Anthropic’s prospects depend on sustaining frontier-model performance and converting it into products customers adopt. Development requires substantial compute, data, capital and scarce technical talent; training runs take weeks or months, cost many millions of dollars and can fail or underperform. The company has experienced capacity shortfalls and unsuccessful or underperforming runs. Slower growth could constrain investment, further weaken competitiveness and make leadership harder to regain. AI-assisted development may accelerate research, but errors or biases could propagate across successor models.

Safety and commercial objectives can conflict. Evaluation, safeguards and release restrictions may delay launches, limit availability or functionality, raise costs and reduce revenue; inadequate safeguards could instead allow harmful outputs or misuse. More autonomous agents can execute code, call APIs, alter data and conduct transactions, with errors potentially propagating faster than human reviewers can detect them. Anthropic reported that in 2025 a Chinese state-sponsored group used Claude Code in an attempted cyberattack on roughly 30 targets, with a limited number of successful intrusions. Separately, during pre-release testing, a misconfigured environment allowed four models to access real third-party systems; one obtained administrator access and read personal information. Anthropic said its investigation found no evidence of coordinated action or behavior beyond the assigned exercise. In 2026, following further unauthorized access during evaluations, it suspended certain evaluations and higher-risk training environments.

The company also warns of evolving legal exposure from AI harms, including product-liability, negligence, consumer-protection and failure-to-warn claims. Monitoring does not cover every deployment. Zero Data Retention arrangements preserve classifier scores but not prompts or outputs for substantial covered traffic, limiting retrospective investigation and potentially complicating regulatory or legal responses. Insurance may be unavailable or inadequate, and some evaluator and customer agreements include uncapped indemnities for specified claims.

Competition is intense. Larger technology companies may have stronger brands, distribution, infrastructure and financial resources, while open-weight models and customer-built systems can pressure demand and pricing. Anthropic’s research-first strategy may be disadvantaged if customers prioritize applications, integration, user experience or sales support over frontier capability. Agentic products also use substantially more compute per interaction; if revenue does not keep pace with usage costs, growth could strain capacity and unit economics.

Compute, infrastructure and financing

Compute supply is scarce, concentrated among a few cloud providers and chip suppliers, and exposed to allocation constraints, supplier competition and geopolitics. Anthropic depends substantially on Amazon, Google and Microsoft, which are also competitors, and on Broadcom for specialized infrastructure. Switching providers would be costly and complex. Advanced chip manufacturing is concentrated in Taiwan, while high-performance memory depends heavily on SK hynix, Samsung and Micron. Delays, export restrictions, outages or conflict could disrupt supply.

The move from cloud capacity toward dedicated chips and data centers adds construction, power, water, permitting, equipment and operating risks. Projects require long lead times and coordination across suppliers and operators; delays or cost overruns could leave capacity unavailable or underused. Some dedicated power and data-center arrangements have initial terms of 20 years, take-or-pay obligations and uncapped fuel-cost pass-throughs. The five-year 2026 Broadcom Lease Arrangement carries approximately $125.2 billion of aggregate rent, excluding interest, generally payable quarterly once equipment is ready for service, and is non-cancelable during applicable lease periods except upon default. Anthropic deposited cash in a restricted account for Broadcom in April 2026 and may need to add funds. A related March 2026 note purchase agreement allows issuance of up to $42.0 billion in aggregate principal of convertible notes; the chunk summary does not specify the amount drawn.

As of June 30, 2026, Anthropic had $6.2 billion of total indebtedness, measured as aggregate principal outstanding under convertible promissory notes issued to Amazon. It has also guaranteed certain infrastructure obligations. Interest, principal and large fixed commitments could absorb cash needed for operations and growth. Commercial defaults could trigger cross-defaults under financing agreements, acceleration, loss of critical compute and severe liquidity pressure. The filing’s reported aggregate compute and infrastructure commitments are stated with dollar amounts omitted in the supplied text.

Growth, customers and financial profile

Revenue grew from $41M in FY2023 to $386M in FY2024 and $4.6B in FY2025; H1 2026 revenue was $16.3B, up 1,300% year over year. Net losses were $1.5B in FY2023, $8.3B in FY2024, $42.0B in FY2025 and $80.7B in H1 2026. Fair-value changes in convertible notes, derivative liabilities and SAFEs contributed $1.0B, $5.4B, $34.3B and $72.4B, respectively, primarily reflecting increased enterprise valuation. Anthropic expects substantial ongoing investment and warns that growth may decelerate and profitability may not be achieved.

Customer revenue is consumption-based and often not secured by long-term commitments, while infrastructure obligations are fixed and multi-year. No customer exceeded 10% of revenue in the nine months ended September 30, 2026, but the top five accounted for approximately 25%. Revenue through CSP marketplaces rose from 11% in FY2023 to 32% in FY2024, 47% in FY2025 and 48% in H1 2026; CSP marketplace sales represented 58% of net accounts receivable at June 30, 2026. Marketplace dependence creates collection, access and customer-transition risks. Revenue may also be affected by customer budget limits, seasonality, pricing pressure, churn and policy enforcement: actions in August and September 2026 to restrict customers violating usage policies are expected to reduce revenue from those users.

Regulation, legal matters and operations

AI regulation, export controls, privacy rules and energy constraints are evolving across jurisdictions and could require audits, model changes, delayed releases, restricted uses or market withdrawals. In June 2026, U.S. export restrictions led Anthropic to disable Fable 5 and Mythos 5 worldwide until safeguards were updated and restrictions lifted. In October 2026, the FTC issued Anthropic a civil investigative demand concerning consumer protection, data protection, privacy, product safety and security. In February 2026, federal agencies were directed to stop using Anthropic technology and the Secretary of War designated it a national-security supply-chain risk. A district court largely ruled for Anthropic, but a divided D.C. Circuit panel upheld the designation in September 2026; litigation continues.

Copyright, training-data provenance, privacy and open-source licensing remain unsettled. A $1.5 billion settlement of the Bartz copyright class action was reached in September 2025 and approved in July 2026; other copyright and data-collection cases could bring damages, licensing costs, injunctions or retraining requirements. A September 2026 putative antitrust class action alleges frontier-model developers agreed to slow AI development; Anthropic disputes the allegations.

Service interruptions, cyberattacks, model-weight theft, supplier failures, power or water shortages, natural disasters and geopolitical events could impair operations. A March 2026 outage and degraded performance reflected rapidly increasing use and compute constraints. Rapid workforce and geographic expansion may also strain hiring, support, controls and public-company reporting.

Governance, dilution and shareholder risks

The LTBT and Founder LLC control board elections; Founder LLC holds 50.1% of general voting power, protected from dilution by new share issuance. Class A holders therefore have limited influence. PBC obligations require directors to balance stockholder interests, affected stakeholders and the Company Purpose, potentially favoring safety or public-benefit objectives over near-term returns. Future note conversions, equity compensation, financing and public-benefit issuances may dilute Class A holders; Class N shares carry economic rights and can convert into voting Class A shares. Lock-up expirations, registration rights and potential founder philanthropic share donations may increase public-market supply. The company does not expect near-term dividends, so returns depend on share-price appreciation.

Forward-Looking Statements and Key Uncertainties

This section provides no historical financial results or quantified forecasts. It cautions that forward-looking statements reflect expectations as of their stated dates and may rely on limited or incomplete information. Actual results could differ materially; additional risks may arise, and not all risks can be anticipated. The company generally undertakes no obligation to update these statements except as required by law.

Key uncertainties include future revenue, expenses, profitability, and liquidity, as well as the company’s ability to fund substantial compute and infrastructure commitments, earn acceptable returns on those investments, and convert compute capacity into revenue-generating workloads on schedule. Execution will also depend on scaling operations while managing costs and complexity and, if needed, raising debt or equity capital on acceptable terms. New financing could dilute stockholders or impose restrictions on operations.

Business and Operating Risks

Demand and pricing for AI products and services remain uncertain. The company relies on a limited number of customers and distribution channels, and on third-party cloud providers and chip partners; those partners may also develop competing AI products. Competition is intense in rapidly changing markets.

The company’s ability to develop and commercialize frontier models, platforms, and applications, maintain service availability, attract and retain talent, and expand internationally is uncertain. AI safety commitments and access restrictions may also have commercial and operational consequences.

Other material risks include cybersecurity threats; protecting intellectual property; evolving AI, copyright, privacy, and data-protection requirements; export controls and sanctions; litigation and regulatory enforcement; and matters related to the company’s public benefit corporation status and LTBT governance role.

Capital Markets and Distributions

The company currently intends not to pay cash dividends and expects to retain future earnings for its business. The anticipated use of offering proceeds is uncertain, as is the development and volatility of a trading market for Class A common stock.

Industry, Market, and Other Data

This section contains no company financial results or operating metrics. Its industry and market estimates draw on third-party publications, public studies, and internal sources. The company cautions that it has not independently verified third-party data; estimates depend on assumptions and limitations, and forecasts are uncertain. Actual industry or company results may differ materially from projected outcomes.

Sources include IDC reports on AI’s economic impact, worldwide IT spending, and the developer population; IQVIA medicine-use trends; U.S. Bureau of Labor Statistics occupational wage data; and 2025 World Bank GDP data.

The company’s estimate of the annual economic value represented by global knowledge workers is its own calculation—not reported company revenue or independently verified market sizing. It derives U.S. knowledge-worker wages from 2025 BLS occupational wage data, estimates global wages using the ILO labor-income share and 2025 global GDP, and scales U.S. knowledge-worker wages by the ratio of U.S. wages to global wages.

Use of Proceeds

The company expects to receive net proceeds from its offering of Class A common stock, with a higher amount if the underwriters exercise their option to purchase additional shares. The excerpt leaves the proceeds amounts, assumed IPO price, and price/share-count sensitivity figures blank, so the proceeds cannot be quantified. Selling stockholders receive proceeds from any shares they sell; those proceeds do not go to the company.

The company intends to use its proceeds to increase capitalization and financial flexibility, establish a public market for its Class A common stock, facilitate an orderly distribution of shares by selling stockholders, and improve its access to public equity markets. Planned uses include working capital, operating expenses, capital expenditures—particularly for compute and infrastructure—and hiring and retaining skilled personnel. The company may also use proceeds for acquisitions or investments in businesses, products, services, or technologies, although it reports no current commitments for material transactions.

A portion of the proceeds is expected to fund tax withholding and remittance obligations related to the RSU Settlement; the amount, assumed IPO price, and tax-withholding rate are blank in the excerpt. Because the company cannot specify all uses with certainty, it retains broad discretion over the allocation of proceeds. Until deployed, proceeds may be held in short-term, investment-grade, interest-bearing instruments.

The company has never declared or paid cash dividends and expects to retain available funds and future earnings to operate and expand its business. It does not anticipate paying dividends in the foreseeable future. Any future dividend declaration would be at the board’s discretion, subject to the company’s financial condition, operating results, capital requirements, contractual restrictions, and other relevant factors. The A&R Credit Agreement restricts cash dividends even when no amounts are outstanding under the facility.

Capitalization and IPO assumptions

As of September 30, 2026, the capitalization table compares actual, pro forma, and pro forma-as-adjusted positions. The excerpt omits the dollar amounts—including cash, convertible notes, equity, total capitalization, assumed IPO price, and offering proceeds—as well as several share counts. Accordingly, it is not possible to assess liquidity, debt burden, equity value, or the IPO’s quantitative effect from the information provided.

The pro forma presentation assumes conversion of all 1,040,440,652 outstanding shares of redeemable convertible preferred stock and conversion of the convertible notes, issuance of one Class F share, specified public-benefit and RSU-related adjustments, and adoption of an amended and restated Delaware certificate of incorporation. The pro forma-as-adjusted case additionally assumes an IPO of Class A shares and use of offering proceeds, together with existing cash if necessary, to meet estimated tax withholding and remittance obligations arising from RSU settlement. Sales of shares by selling stockholders provide no proceeds to the company.

Share structure and potential dilution

Actual authorized shares comprise 10,906,111,730 Class A shares and 7,128,888,270 Class N shares. Pro forma and pro forma-as-adjusted authorized shares increase to 300 billion Class A shares and 100 billion Class N shares. Class T has one authorized and issued share; the pro forma presentation also includes one authorized and issued Class F share. Actual preferred-stock authorization and outstanding shares are both 1,040,440,652; pro forma eliminates preferred shares and authorizes 30 billion preferred shares, none issued. The excerpt does not provide post-conversion issued common-share counts.

The pro forma share counts exclude outstanding Class A options, unvested RSUs, shares issued after September 30, 2026 in acquisitions, and shares reserved under equity plans and the ESPP. The relevant share counts and options’ weighted-average exercise price are not provided, so the scale of this additional dilution cannot be determined. The 2026 Plan and ESPP automatically increase reserved shares annually. The 2021 Plan will cease granting awards, with eligible unused or returned shares transferred to the 2026 Plan, leaving ongoing potential dilution.

Sensitivities and information gaps

Pro forma-as-adjusted cash, additional paid-in capital, equity, and total capitalization depend on the IPO price and share count. The filing describes sensitivities to a $1.00 change in assumed IPO price and a 1.0 million-share change in offering size, but the assumed price and dollar impacts are omitted. The effect of full exercise of the underwriters’ option is also unquantified.

Potential dilution to IPO investors

The filing’s dilution analysis is intended to show how the IPO could affect investors’ ownership and net tangible book value (NTBV) per share. However, the supplied text has blank values for the assumed IPO price, historical and pro forma NTBV, per-share dilution, share counts, offering proceeds, ownership percentages, and sensitivity amounts. Accordingly, the amount of dilution and post-offering ownership cannot be quantified from this section.

The NTBV calculation includes Class A and Class N shares and excludes Class T, Class F, and Class E shares because those classes have no economic rights. Pro forma figures are intended to reflect conversion of preferred stock and convertible notes, the Initial Public Benefit Issuance, and settlement of RSUs. The pro forma as-adjusted calculation additionally reflects the company’s IPO share sale, estimated underwriting discounts and commissions and offering expenses, and the use of offering proceeds—and, if needed, existing cash—to cover estimated tax withholding and remittance obligations arising from RSU settlement.

The analysis is illustrative and sensitive to the IPO price and the number of primary shares offered. The filing states that each $1.00 change in the assumed IPO price and each 1.0 million-share change in shares offered would affect NTBV and dilution per share, but the corresponding amounts are blank. Exercising the underwriters’ option to purchase additional shares would also change NTBV per share, dilution, and the ownership split; those resulting values are blank. Secondary sales by selling stockholders are excluded from the principal comparison, though they would reduce existing holders’ share ownership and increase the shares held by new investors; the amounts and percentages are not provided.

The offering share count excludes outstanding options, certain RSUs, shares issued in acquisitions after September 30, 2026, and shares reserved for future issuance under equity plans. The 2026 Plan and ESPP provide for automatic annual increases in reserved shares. The 2026 Plan also receives certain shares that lapse, are forfeited, repurchased, or withheld under the 2021 Plan. Future option exercises, RSU settlements, and equity awards would create additional dilution for IPO investors.

Business model, growth, and customer adoption

Anthropic sells Claude through consumption-based usage, subscriptions, a developer platform, and first-party applications, supported by direct enterprise sales and distribution through AWS, GCP, and Azure. Consumption-based revenue remains the majority: approximately $13.1B (80%) in H1 2026, compared with approximately $1.0B in H1 2025; subscription revenue was approximately $3.2B (20%), compared with approximately $0.2B. Enterprise customers increasingly sign non-cancelable contracts with minimum spending commitments, while subscriptions can lead to additional usage.

H1 2026 revenue reached $16.286B, up $15.123B (1,300%) from $1.163B in H1 2025. FY2025 revenue was $4.585B, versus $386M in FY2024 and $41M in FY2023. Management attributes growth to product and model launches, increased customer usage, and broader adoption. Models launched in H1 2026 generated over 80% of Q3 2026 revenue; Anthropic released 250 model versions, platform features, and applications during the nine months ended September 30, 2026. That pace supports adoption but makes results dependent on continued model progress and timely releases, which safety reviews or regulation could delay.

Enterprise adoption accelerated: customers with at least $100,000 of trailing-12-month (TTM) revenue exceeded 11,900 at September 30, 2026, from approximately 1,500 at FY2025 year-end. More than 1,900 customers generated at least $1M of TTM revenue, and approximately 250 generated at least $10M. Net revenue retention was approximately 900%. More than half of the $100,000-plus customer cohort used both Claude Platform and a first-party application. Despite this growth, large-enterprise penetration remains early, and no single customer represented more than 10% of revenue for the nine months ended September 30, 2026. Approximately 79% of Q3 revenue came from outside the top five customers, up from approximately 64% in Q1, although revenue from each top-five customer reached a record high in Q3.

Operating performance and costs

H1 2026 operating expenses were $16.979B, versus $3.298B in H1 2025. GAAP operating loss narrowed to $693M from $2.135B; adjusted operating income was $1.618B, versus an adjusted loss of $1.849B. In Q2 2026, GAAP operating income was $974M and adjusted operating income was $2.235B, as revenue scaled faster than expenses. FY2025 operating loss was $8.060B, versus $2.980B in FY2024. Management cautions that margins may fluctuate because compute capacity is committed before it becomes available and can precede the revenue it supports.

Compute and infrastructure is the largest operating cost. H1 2026 expense was $8.945B, up from $2.334B in H1 2025, but fell to 55% of revenue from 201%. Quarterly revenue rose to $11.555B in Q2 2026 from $2.040B in Q4 2025; the company reported committed compute costs declining from 251% to 48% of quarterly revenue over the referenced period. Capacity is often committed 12–18 months ahead, commonly under minimum-spend arrangements. Short-term compute can cost more, and management expects its use to increase near term, potentially pressuring margins. Anthropic is shifting in part from cloud agreements toward leasing chips and dedicated facilities (“Anthropic Direct”) and uses AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs to diversify its compute supply.

Other H1 expense growth included personnel expense of $3.152B from $538M, with stock-based compensation of $2.185B from $286M; sales, marketing, and partnerships expense of $3.168B from $120M, largely reflecting channel-partner fees; and other operating and administrative expense of $1.714B from $306M. At June 30, 2026, unrecognized compensation was approximately $2.8B for stock options and $26.6B for RSUs. A significant portion of RSU performance conditions is tied to the offering, so expense is expected to rise materially when those conditions are met.

GAAP earnings and cash flows

H1 2026 net loss was $80.748B, versus $12.969B in H1 2025. The principal driver was a $72.388B fair-value loss on convertible notes, derivative liabilities, and SAFEs, versus $10.942B; the increase largely reflected higher enterprise valuation. H1 also included $8.757B of other expense, primarily fair-value recognition and remeasurement related to note purchase agreements. These valuation-sensitive items make GAAP losses highly volatile and substantially larger than operating losses; adjusted net income was $2.671B in H1 2026, versus an adjusted loss of $1.741B. SAFEs have all converted and are no longer an ongoing valuation exposure.

H1 2026 operating cash flow was $3.929B provided, versus $1.513B used in H1 2025. Investing cash flow was $17.181B used, versus $49M used; this reflected purchases of short-term investments and increased infrastructure spending. Capital expenditures were not separately quantified in the supplied disclosure. Financing provided $110.774B, primarily from redeemable convertible preferred-stock issuance. Management expects significant ongoing cash use for infrastructure and says future financing needs will depend on growth and investment plans.

Funding, commitments, and risks

At June 30, 2026, cash and cash equivalents were $112.4B, short-term investments $19.3B, and restricted cash $2.5B. In September 2026, the company amended and restated its secured revolving facility as a $15B revolver, with a $5B minimum-liquidity covenant beginning in the quarter ending December 31, 2026. As of June 30, it had $6.203B of Amazon notes outstanding and $77.0B of additional undrawn note-purchase capacity from Amazon, Google, and a Broadcom-related infrastructure partner. These arrangements can provide substantial financing but may entail dilution, repayment obligations, or high financing costs. Broadcom-related notes may carry 9% interest, rising to 13% if specified performance conditions are not met.

Compute obligations are exceptionally large and differ in whether they are minimum-spend, “up to,” or capacity-dependent commitments. Disclosed amounts include minimum commitments of at least $44.9B to Microsoft, approximately $114.5B to Google, and $110.0B to Amazon; Google also has a separate estimated $125.0B–$150.0B TPU commitment excluded from the contractual-obligations table. Other arrangements include up to $120.5B with SpaceXAI, approximately $44.6B with Nscale, and approximately $41.3B with Lambda. Broadcom equipment leases total approximately $161.2B of rent, excluding interest. The company expects additional infrastructure investment; many commitments are non-cancelable or payable irrespective of usage, creating capacity, liquidity, and execution risks.

Other risks include compute and data-center supply constraints, concentrated suppliers, power availability, export controls, and cloud partners that are also customers, investors, or competitors. Revenue can fluctuate with usage, seasonality, pricing, and model launches; customer spend fell approximately 20% during the two weeks ended January 2, 2026, versus the preceding two weeks. Revenue recognized from customers later determined to violate usage policies or commercial terms represented an estimated 5%–7% for the nine months ended September 30, 2026. Public-benefit commitments may also affect profitability: Anthropic contributed 846,840,960 Class N shares, equal to 5% of fully diluted shares at June 30, 2026 under the stated conversion assumption, to its Public Benefit Fund and may make additional discretionary contributions. FY2025 donation-matching expense was $541M.

Business model, products, and market opportunity

Anthropic, founded in 2021, develops Claude through an integrated business spanning frontier models, the Claude Platform, and first-party applications. Its strategy is to make Claude an enterprise “Virtual Collaborator” capable of sustained, multi-step professional work, while using customer feedback and internal deployment to improve products and guide research. Claude Code targets software development; Claude Cowork extends agentic capabilities to broader knowledge work. In September 2026, Anthropic began merging Cowork and Claude.ai into one application. Its platform includes tools for orchestration, governance, connectors, memory, tool use, long context, and model deployment across customer environments.

Anthropic sees frontier AI as expanding economic activity, not only displacing existing software. It cites more than $40 trillion of global knowledge-worker activity in 2025, an IDC estimate of $22.5 trillion in cumulative global economic impact from AI solutions and services by 2031, and a knowledge-worker population expected to exceed one billion in 2028. It is also targeting cybersecurity, financial services, healthcare, life sciences, legal, education, and physical-world uses such as robotics and manufacturing. Anthropic acquired computational-biology company Coefficient Bio in April 2026 and launched Ode with Anthropic, an AI services company serving mid-sized businesses with private-equity partners.

Adoption, growth, and operating leverage

Enterprise adoption accelerated sharply. Customers generating at least $100,000 of trailing-twelve-month revenue grew from more than 950 at September 30, 2025 to more than 11,900 at September 30, 2026; the latter group included every Fortune 10 company, more than 50% of the Fortune 500, and more than 30% of the Global 2000. Approximately 250 customers generated at least $10 million of TTM revenue. Net revenue retention was approximately 900% at September 30, 2026, reflecting expansion from initial use cases into more teams and workflows. In Q3 2026, over 50% of the $100,000+ customer group used both the Claude Platform and at least one first-party application, compared with approximately 30% in Q4 2025.

Q2 2026 revenue was $11.6 billion, up from $787 million in Q2 2025. Operating income was $1.0 billion, versus an operating loss of $1.2 billion; operating margin improved to 8% from (152)%. Adjusted operating income was $2.2 billion, versus an adjusted operating loss of $1.0 billion, and adjusted operating margin improved to 19% from (129)%. Revenue grew 1,368% year over year while compute and infrastructure expense grew 300% and other operating expenses grew 741%. Management attributes the improvement to revenue growth and compute and operating efficiency, while emphasizing that substantial investment will continue.

Anthropic reports approximately 5,300 employees and TTM revenue per employee above $6.6 million at September 30, 2026, versus $1.4 million a year earlier. Headcount grew more than fivefold from December 31, 2024 to September 30, 2026, while Q3 2026 revenue was 86 times Q4 2024 revenue. Claude wrote over 90% of codebase contributions in September 2026; average daily code contributions per engineer in Q3 2026 exceeded the FY 2024 average by more than 45 times. These are management-reported productivity indicators, not measures of profitability. The filing’s Run-Rate Revenue figure is blank in the supplied text and cautions that the metric is not GAAP revenue or a forecast.

Compute, distribution, and investment

Compute availability is a central constraint and strategic investment. Anthropic uses a multi-provider pool spanning AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, and is developing a hybrid “Anthropic Direct” model with specialized accelerators in dedicated data centers. Its first data center became operational in 2026; it has committed billions of dollars toward U.S. infrastructure and leased capacity in Australia and Canada. Anthropic says it raised $141.1 billion of aggregate capital and held $112.4 billion in cash and cash equivalents plus $19.3 billion in short-term investments as of June 30, 2026.

Compute and infrastructure purchase commitments and leases are substantial, but the supplied filing text omits the dollar amounts, including total commitments and amounts due within 12 months. Commitments require capacity to be secured well ahead of use, sometimes before equipment or facilities are delivered; substantially all relate to compute and infrastructure, with remaining longer-dated spend extending into 2031–2045. Utilization, demand forecasts, delivery, power, and counterparties therefore present meaningful execution and cost risks.

Claude is distributed directly and through AWS, Google Cloud, Microsoft Azure, systems integrators, and data-platform partners; Anthropic generally retains direct customer contracts and pays cloud-provider fees. It committed an initial $100 million to the Claude Partner Network, which reported more than 150,000 certified practitioners across more than 4,000 organizations by September 30, 2026, and a separate $100 million to the Claude Frontier Academy, targeting 10,000 trained engineers by the end of 2027. New models reduced typical workload costs approximately 25% for Fable 5.1 versus Fable 5 (up to 45% for complex coding and highly agentic tasks) and approximately 40% per task for Opus 5.5 versus Opus 5. Prompt caching can reduce cost by up to approximately 97% and latency by approximately 60% for long prompts.

Safety, competition, and material risks

Anthropic presents safety, alignment, interpretability, and safeguards as both risk controls and enterprise differentiators. It may restrict or delay releases: Mythos was initially limited to vetted users through Project Glasswing in April 2026 because of its cyber capabilities, while Fable models were generally available with safeguards. Risks include cyber and biological misuse, unreliable or misaligned autonomous behavior, privacy and security failures, and adoption barriers in regulated enterprises. Anthropic reports ISO/IEC 42001 certification and SOC 2 reporting. It anticipates investing at least $1 billion over five years to build external reviewer capacity with Accenture, with terms not finalized, and committed up to $100 million to cyberdefense initiatives through Project Glasswing.

Competition includes well-funded frontier-model developers, technology companies bundling models with products, lower-cost open-weight providers, and enterprise software vendors. Success depends on model capability, talent, compute access, financing, distribution, and customer adoption. Regulatory exposure spans evolving AI rules, privacy, export controls, and other regimes. In June 2026, U.S. export restrictions were imposed worldwide on Fable 5 and Mythos 5, then lifted after Anthropic updated safeguards. The company also agreed to a $1.5 billion settlement in the Bartz copyright class action, approved in July 2026, while disputing wrongdoing and facing other potential IP claims.

A continuing federal-government dispute creates material commercial uncertainty. After federal agencies were directed to stop using Anthropic’s technology and the company was designated a national-security supply-chain risk, a district court largely ruled for Anthropic on August 27, 2026. On September 25, a divided D.C. Circuit panel upheld the Section 4713 designation; Anthropic sought rehearing en banc. The outcome could affect sales to government agencies and customers serving the U.S. government.

Finally, on June 30, 2026, Anthropic contributed 846,840,960 Class N shares—5% of fully diluted shares assuming full conversion of the Amazon Notes—to its Public Benefit Fund. The board may contribute up to an additional 2% of then-outstanding shares at each specified 50% share-price appreciation milestone after the offering, potentially diluting shareholders.

Governance structure and public-benefit purpose

Anthropic is a Delaware public benefit corporation (PBC). Its board must balance stockholders’ financial interests, the interests of people materially affected by the company’s conduct, and Anthropic’s stated Company Purpose. That purpose includes addressing AI safety, promoting safety practices and supporting laws, strengthening democracy and global stability, expanding prosperity and human flourishing, and broadly sharing AI’s benefits. Anthropic says safety and societal benefits have generally aligned with its long-term commercial interests, but decisions prioritizing the purpose or affected stakeholders could harm business performance or Class A share value over any time horizon.

The board will establish and oversee standards for measuring the company’s public-benefit performance. The charter and bylaws do not require an objective third-party standard, and Anthropic expects the standards to be qualitative and subject to change. At least biennially, the company must assess its promotion of the Company Purpose and affected stakeholders’ interests; it intends to publish the assessment. Limited Delaware precedent on PBCs creates uncertainty about how courts may evaluate board decisions and presents potential litigation risk.

LTBT, board control and Class T

The Long-Term Benefit Trust (LTBT), which Anthropic consolidates as a variable interest entity, holds all Class T common stock. Class T has no general economic rights and generally does not vote on other stockholder matters, subject to exceptions and applicable law. Before the Class T Sunset Time, the LTBT generally elects and removes the Class T directors, who make up a majority of authorized board seats. The LTBT is intended to be financially disinterested and independent, with trustee expertise in areas including AI safety, national security, public policy and social enterprise. It provides board selection and guidance, not day-to-day management or business strategy; the board retains business decision-making authority, including approval of major transactions.

The LTBT has five authorized trustee seats, one of which is currently vacant. Trustees serve annual terms without term limits. Trustee appointments and removals generally require trustee votes and at least 30 days’ notice to the Nominating and Governance Committee (NGC), subject to waiver. The NGC is expected to comprise one Class T and two non-Class T directors and acts by majority vote. Certain actions concerning a specified Class T director require NGC concurrence or, in some cases, a Class E stockholder vote.

Following the offering, the LTBT and Founder LLC can elect all directors under the Stockholders’ Agreement. The company qualifies as a Nasdaq “controlled company” and may use related exemptions. It does not expect to rely on exemptions except that the NGC will not consist entirely of independent directors; Anthropic says its board has a majority of independent directors and its audit and compensation committees are entirely independent.

Founder voting control and sunsets

Immediately before the offering, Founder LLC—initially owned by seven co-founders—will receive one Class F share carrying 50.1% of total voting power on general stockholder matters, including elections of directors other than Class T directors. This voting power is not reduced by future share issuances, potentially limiting public stockholders’ influence even as Anthropic issues shares for financing, acquisitions or employee compensation. Founder LLC generally acts by majority vote of its voting members. Benjamin Mann, though described as a co-founder, is not a Founder LLC member or Continuing Founder and does not participate in Class F voting.

Class F control ends when the transition period ends or no Class F shares remain. If fewer than three qualifying Continuing Founders remain for 90 consecutive days, a 450-day transition period begins; admitting successors does not reverse or extend it. At the end of the period, outstanding Class F and Class E shares are redeemed for no consideration and specified governance changes take effect. Continuing Founder status can end for specified reasons, including resignation, death or incapacity, falling below an ownership threshold, or removal for cause.

Class T does not automatically sunset through the passage of time or specified events: amendments or changes to Class T rights require defined approval thresholds, which vary with trustee support, whether Class F remains outstanding and timing after the offering. Certain pathways require substantial trustee, founder, employee Class E or Class A approval. Class T shares may be redeemed for no consideration under the applicable thresholds. These provisions make changes to the control structure procedurally demanding.

If Class T sunsets while Class F remains, Class A and Class F elect all directors, but Founder LLC’s 50.1% voting power can determine stockholder outcomes. If Class F sunsets while Class T remains, the LTBT continues to control the majority Class T directors, while Class A holders elect the remaining directors and decide other stockholder matters. If neither class remains, Class A holders determine stockholder voting outcomes, including election of all directors.

Employee shares, philanthropy and related-party matters

Employees receive Class E shares based on service—one share for each six months of employment—and for Class A shares pledged to the company’s donation-matching program. Class E voting is limited to specified LTBT, Class T and related director matters. Following separation other than for cause, half of an employee’s outstanding Class E shares are redeemed annually; specified events, including death, incapacity, termination for cause or employment with a direct competitor, can trigger full redemption. Shares are also redeemed when no Class F stock remains; redemptions are for no consideration.

Anthropic intends to devote a meaningful portion of its resources to public-benefit initiatives, including initial and future Public Benefit Issuances. Each co-founder has pledged 80% of their personal Anthropic equity to philanthropic causes. The company also matches employee charitable pledges with Class N shares and may donate shares directly or through donor-advised funds; it has irrevocable proxy agreements with certain funds.

Anthropic paid the LTBT $2.71675 million in FY2023, $0 in FY2024, $906,089 in FY2025, and $8.425213 million in the nine months ended September 30, 2026 for trust operations and trustee compensation. Each trustee receives $400,000 annually in cash, and the LTBT chair receives an additional $25,000 annually. Compensation is not tied to company profits or actions, and trustees may not directly hold Anthropic securities. In August 2026, Anthropic donated $450,000 to CNAS, whose CEO is LTBT trustee Richard Fontaine, for research on AI, national security and global competition.

Leadership and board control

No financial results or operating metrics are reported in this governance section. As of September 30, 2026, Anthropic’s executive leadership included co-founder and CEO Dario Amodei, co-founder and President/Board Chair Daniela Amodei, and CFO Krishna Rao, who joined in April 2024. Dario and Daniela Amodei are siblings; no other family relationships among officers and directors are disclosed.

Following the offering, the board is authorized to have seven members. LTBT, the sole holder of Class T common stock, will generally elect and remove four directors—including one initially vacant seat—while Class A and Class F holders voting together will elect the other three. This gives LTBT the ability to elect a board majority and makes Anthropic a Nasdaq “controlled company.” The company intends to use the controlled-company exemption for its nominating and governance committee (NGC), which therefore will not be entirely independent; it says it does not expect to rely on other governance exemptions. Public Class A shareholders consequently have limited influence over board composition. While Class F or Class T remains outstanding, stockholders may act by written consent on certain matters, including director elections and removals.

Initial Class T designees are Reed Hastings, Vas Narasimhan, Christopher Liddell, and one vacant seat. The initial Class A/F directors are Dario Amodei, Daniela Amodei, and Yasmin Razavi. Daniela Amodei will chair the board, and Hastings will be lead independent director. Hastings, Liddell, Narasimhan, and Razavi are identified as independent under Nasdaq standards. The board currently has six directors.

Before the Class F Sunset Time, directors will serve annual terms and the board will not be classified. After that time, the board is expected to be divided into three classes with three-year terms, so only one class stands for election each year. Directors have no term limits.

Board committees and oversight

The board has audit, compensation, nominating and governance, and safety and risk committees. The audit committee will use Nasdaq’s phase-in period: at least one member at listing, two within 90 days, and three within one year. Liddell and Hastings are identified as independent audit committee financial experts. The compensation committee consists of independent directors Narasimhan and Razavi. The NGC will have three members—one Class T director and two directors considered independent under Nasdaq standards. Although the company says its current audit and compensation committees are entirely independent, the audit committee has a vacancy during the planned phase-in.

The NGC receives 30 days’ prior notice of specified LTBT or Founder LLC director and trustee nominations or removals. It must concur in certain actions involving the Specified Class T Director, although a disagreement may be put to a Class E shareholder vote after 15 days. These procedures do not otherwise give the board substantive power to restrict LTBT’s choice of directors.

A two-member committee of independent directors oversees safety and security risks of AI models, including relevant policies and controls, as well as legal, regulatory, cybersecurity, privacy, and compliance risks. The company has adopted a code of conduct applicable to employees, officers, and directors; amendments or waivers will be disclosed on its website or in SEC filings.

Director compensation

For FY2025, Reed Hastings, Yasmin Razavi, and employee directors Dario and Daniela Amodei received no compensation for board service. Jay Kreps received $200,000 in cash fees and total compensation; he resigned in May 2026. No non-employee directors held outstanding equity awards at December 31, 2025. Liddell and Narasimhan joined the board in February and April 2026, respectively. Before the offering, Anthropic had no formal non-employee director compensation policy.

A new policy, adopted by the board and approved by stockholders in September 2026, takes effect immediately before the registration statement becomes effective. Annual cash fees include $100,000 for board service, plus applicable role-based fees: $75,000 for a non-executive chair, $60,000 for the lead independent director, audit committee chair/member fees of $40,000/$20,000, compensation committee chair/member fees of $30,000/$15,000, and NGC chair/member fees of $30,000/$15,000. Committee chairs receive the chair fee instead of both chair and member fees.

Beginning in 2027, each non-employee director will receive an annual RSU award valued at $325,000, generally vesting quarterly and fully vesting immediately before the next annual meeting, subject to continued service. A newly appointed non-employee director will receive an initial RSU award valued at $400,000, generally vesting over approximately four years, plus a prorated annual award based on full months of service in the applicable period. Outstanding policy awards fully vest upon a change in control, subject to continued service as a non-employee director through that date.

Executive compensation

Anthropic said its 2025 compensation program targeted the 90th percentile of the AI-development market, balancing market competitiveness, internal parity, and long-term equity incentives. Co-founders and co-CEOs Dario and Daniela Amodei received equal compensation; CFO Krishna Rao’s pay was based on role-specific market data. Compensation was reviewed twice yearly, and executives did not set their own pay.

The co-founders’ annual base salaries were $600,000 through June 15, 2025, increasing to $700,000 effective June 16. Rao’s annual base salary was $700,000 through December 15, increasing to $850,000 effective December 16. Reported 2025 compensation was:

The co-founders’ award values are ASC 718 grant-date fair values, not realized proceeds. Each received 992,500 options with a $2.38 exercise price and 1.717M RSUs on June 12, 2025. The options vest monthly over one year beginning January 1, 2025; the RSUs vest in 12 quarterly installments, with vesting subject to continued service and effectiveness of the IPO registration statement. At year-end, each had 1.717M unvested RSUs valued at $30.3171M using the $17.66 share value, plus 992,500 outstanding options, of which 909,790 were exercisable. Each co-founder acquired 5.05834M shares through RSU vesting during 2025, realizing $12.0136M; neither exercised options.

Reported other compensation included $2.7459M for Dario’s personal security, $97,055 for personal-use private air travel required by his security program, and $1.1531M representing the spread on shares repurchased from each co-founder in the June 2025 tender offer. Daniela’s other compensation included $1.2936M for personal protection, home security, and transportation. The company described the security measures as risk management following third-party assessments and heightened visibility, while recognizing that some services were personal benefits for disclosure purposes.

Rao’s March 2024 offer included options to purchase 14M Class A shares. At December 31, 2025, he held options over 13.92302M shares, including 5.75635M exercisable and 8.16667M unexercisable, at a $1.30 exercise price. He exercised 76,980 options in 2025, realizing $385,285. Under his then-current agreement, a qualifying termination without cause or resignation for good reason provided six months’ salary, up to six months of COBRA premiums, and acceleration of 1/8 of his options. Using the $17.66 year-end share value, estimated benefits were $29.0676M, including $28.6265M of accelerated equity value. In a qualifying termination connected with a change of control, all unvested options could accelerate; estimated benefits were $134.0315M, including $133.5904M of accelerated equity value. These are estimated equity values, not cash payments. The co-founders had no severance or change-of-control benefits during 2025.

Subsequent compensation and agreements

In 2026, founder annual base salaries increased to $915,000 effective January 16 and then to $1.38M effective July 1; Rao’s increased to $1.25M effective February 1. On February 20, each founder received 1,431,490 options and 2,374,010 RSUs, while Rao received 1,122,840 options and 1,862,140 RSUs. The options have a $17.66 exercise price and vest monthly over one year; RSUs are subject to service and performance conditions, including registration-statement effectiveness. On July 15, each founder also received 537,430 RSUs with similar performance gating and quarterly service vesting.

October 2026 severance agreements provide, after a qualifying termination and satisfaction of conditions, 24 months of then-current salary for each founder or 12 months for Rao, 12 months of COBRA premiums, and 12 months’ acceleration of time-based equity vesting. The company also paid $2.5M in HSR filing fees for each founder in October 2026, citing regulatory compliance, retention, and alignment with stockholder value. Rao began receiving security services in 2026.

Equity plans, governance, and dilution

The 2021 Stock Plan had 3,864,826,090 shares reserved. It will stop issuing new awards immediately before the registration statement becomes effective; outstanding awards remain subject to their existing terms, and eligible recycled shares can become available under the 2026 plan.

The 2026 Equity Incentive Plan, approved October 22, 2026, has an initial reserve formula whose numeric allocation is not provided. From FY2027 through FY2036, its reserve automatically increases annually by the lesser of 5% of common shares outstanding on an as-converted basis or a lower amount set by the board. The plan permits options, stock appreciation rights, restricted stock, RSUs, and stock bonuses. Administrators have broad discretion over vesting, acceleration, exchanges—including exercise-price reductions—and treatment in transactions; awards can in some circumstances be cancelled for no consideration. Non-employee director annual compensation is capped at $1.0M in stock awards plus board-service cash fees, or $2.0M in the first year.

The 2026 Employee Stock Purchase Plan (ESPP), also approved October 22, 2026, has an unspecified initial reserve. Its annual reserve increase from FY2027 through FY2036 is the lesser of 1% of economic-rights common shares outstanding on an as-converted basis or a lower board-set amount. Employees may contribute up to 15% of earnings, and shares are purchased for at least 85% of fair market value on the offering or purchase date, whichever produces the lower price. The Section 423 annual purchase limit is $25,000 per employee; offerings may last up to 27 months. The discount and recurring reserve increases create potential compensation cost and shareholder dilution, though the missing initial reserve limits assessment of total dilution.

After the offering, a board compensation committee is expected to oversee executive pay with support from consultant Semler Brossy. A Rule 10D-1 clawback policy is to take effect upon registration-statement effectiveness, covering erroneously awarded incentive compensation after qualifying restatements. Anthropic prohibits hedging, generally prohibits pledging, and maintains quarterly trading blackouts, but has no specific policy governing equity-grant timing relative to public disclosure of material nonpublic information.

Related-party financings and transactions

Preferred-stock financings

Across successive Series C–H redeemable convertible preferred-stock financings, Spark Capital-affiliated funds were recurring related-party investors. Yasmin Razavi, a director, is a managing member of the funds’ general partners. The company reported the following round totals and related-party purchases:

These were very large successive private financings, with material participation by a director-affiliated investor. The excerpt provides per-share prices but does not describe preferred-stock redemption or conversion mechanics.

Tender offers and insider liquidity

In April 2026, a stockholder syndicate offered to buy Class A shares from securityholders for $25.9136 per share in cash. Holders tendered 179,883,540 shares, totaling $4.661B; sellers included CEO/director Dario Amodei, executive/chair Daniela Amodei, executive Krishna Rao, and Daniela Amodei’s spouse, Holden Karnofsky. In June 2025, a tender offer at $5.61 per share resulted in 27,942,000 shares tendered for $156.717M, including sales by Dario and Daniela Amodei. These were stockholder liquidity transactions, not company share repurchases.

LTBT funding and governance

The company funds the Long-Term Benefit Trust (LTBT), which holds all Class T common stock and is consolidated as a variable-interest entity. Payments to LTBT were $2.7168M in FY2023, zero in FY2024, $0.9061M in FY2025, and $8.4252M in 9M2026, a marked increase in the latest period.

After the offering, a Stockholders’ Agreement with LTBT and Founder LLC will govern board composition and director nomination and removal arrangements. While Class T remains outstanding, specified major actions require advance notice to LTBT, subject to waiver. These include certain transfers of control of an AI model that exceeds board-set capability thresholds; a sale of at least 50% of voting power or economic interests; liquidation; and bankruptcy or insolvency proceedings. The company will also reimburse specified expenses and indemnify LTBT and Founder LLC.

Other arrangements and oversight

Existing rights-of-first-refusal/co-sale and voting agreements involving insiders and Spark-affiliated entities terminate upon completion of the offering. Separate irrevocable proxy agreements give Dario Amodei sole discretion to vote specified shares held by Daffy Charitable Fund and Dechomai Asset Trust; neither trust holds at least 5% of a voting class.

Holden Karnofsky, Daniela Amodei’s spouse, has been employed since January 2025. His disclosed 2025 total cash compensation was $430,213; the 2026-to-date amount is blank in the excerpt. He received options covering 179,500 Class A shares and RSUs covering 761,700 shares. The company states his compensation and benefits were comparable to those of employees in similar roles.

The company expects to adopt broad director and officer liability limitations, indemnification, and advancement-of-expenses provisions. It notes these arrangements may discourage fiduciary-duty litigation and could result in company-paid settlement or judgment costs. Following the offering, the audit committee will review and approve or disapprove related-person transactions above $120,000. The company states that the described transactions were on terms comparable to arm’s-length terms; the disclosed amount of legal-fee reimbursement to Founder LLC is incomplete in the excerpt.

Principal and Selling Stockholders

Beneficial ownership is reported as of September 30, 2026. Post-offering calculations assume the underwriters’ option is not exercised, but the extracted ownership table does not provide reliable post-offering share totals for most holders, so post-offering ownership changes cannot be quantified from this section.

The seven executive officers and directors, as a group, beneficially owned 496.361 million Class A shares before the offering. This includes 481.077 million shares held or otherwise beneficially owned, 13.845 million shares subject to options exercisable within 60 days, and 1.438 million shares issuable upon RSU settlement within 60 days. These options and RSUs are included in the relevant holders’ beneficial-ownership calculations, but not in those of other holders.

Reported individual holdings were concentrated among the founders: Dario Amodei, 245.259 million shares (including 4.621 million shares covered by voting proxies); Daniela Amodei, 241.409 million; Tom Brown, 244.173 million; Jack Clark, 242.272 million; Jared Kaplan, 242.351 million; and Christopher Olah, 242.882 million. Most founder totals include approximately 2.185 million option shares and 639,500 RSUs per founder, exercisable or expected to settle within 60 days. Krishna Rao reported 9.498 million shares, primarily options. Other listed directors had small RSU positions. Yasmin Razavi disclaims beneficial ownership of shares held by Spark Capital entities.

Voting control and governance

Economic ownership and voting control are materially separated by the share-class structure. Founder LLC’s single Class F share carries a fixed 50.1% of voting power on matters submitted to stockholders generally, while Class A holders collectively are limited to 49.9%. The Class F share is to be voted under an agreement among the continuing founders, with one vote per continuing founder; founders retain discretion over the voting of their individual Class A shares.

The Long-Term Benefit Trust holds the sole Class T share. Class T generally does not vote on ordinary stockholder matters, but gives the trust authority to elect and remove Class T directors, who together will constitute a majority of the authorized board. Class N is generally non-voting, and Class E is non-voting in director elections. These rights concentrate control through both the founders’ Class F voting block and the trust’s board-related Class T authority.

Dario Amodei also holds an irrevocable proxy to vote 4.621 million shares held by donor-advised funds. The filing expects the seven co-founders to enter into the Founder LLC Agreement before the registration statement becomes effective; Jack Clark is also expected to be an initial manager of the Anthropic Public Benefit Fund. Reported beneficial ownership includes certain options and RSUs expected to become exercisable or settle within 60 days, and therefore is not equivalent to currently issued shares.

Capital stock and economic rights

Immediately after the offering, the company will have 460,000,000,002 authorized shares, each with $0.00001 par value: 300 billion Class A common shares, 100 billion Class N, one Class T, one Class F, 30 billion Class E, and 30 billion preferred shares. As of September 30, 2026, assuming the specified conversions, issuances and RSU settlement had occurred, the filing reports one Class T and one Class F share outstanding, with no Class E or preferred shares; the supplied text does not provide the Class A or Class N share counts.

Class A and Class N generally share pro rata in dividends, if declared, and liquidation distributions, subject to liabilities and applicable preferences. Class A has one vote per share. Class N generally has no voting rights except where required by law, and converts one-for-one into Class A upon specified transfers to qualifying unaffiliated third parties. Class T and Class F have no dividend rights and receive only par value in liquidation; both are tightly transfer-restricted and may be redeemed for no consideration in specified circumstances. Class E, intended for employees other than co-founders, is nontransferable, generally nonvoting, and likewise has no dividend rights and receives only par value in liquidation. Following an employee’s separation other than for cause, half of their remaining Class E shares are redeemed annually; all may be redeemed upon specified events, including death, incapacity, termination for cause, or joining a direct competitor.

Concentrated, sunset-dependent control

The structure separates economic ownership from governance. The LTBT, through Class T, can elect and remove directors constituting a majority of the board before the Class T Sunset Time. Founder LLC’s single Class F share carries 50.1% of total voting power on general stockholder matters, including election of non-Class T directors. The filing expects the LTBT and Founder LLC collectively to be able to elect the entire board for the foreseeable future; Class A holders generally cannot determine voting outcomes.

Control depends on which special class remains outstanding. If Class T ends while Class F remains, Founder LLC retains 50.1% voting power. If Class F ends while Class T remains, LTBT-appointed directors continue to constitute a majority of authorized board seats, with Class A electing the others. Only when neither Class T nor Class F remains do Class A holders determine general voting outcomes and elect all directors. The Class T sunset requires approvals under the Trust Amendment Threshold and is not automatic. The Class F Sunset Time occurs when no Class F shares remain or after a transition period; once either sunset is triggered, it cannot be extended, delayed, or waived.

If fewer than three Continuing Founders remain for 90 consecutive days, a 450-day Class F Transition Period begins. Successor members may be admitted during the period, but this does not cure or extend it. At its end, all outstanding Class F and Class E shares are redeemed for no consideration and specified governance changes take effect. Founder LLC generally votes Class F as determined by a majority of the seven original co-founders, each initially having one vote; specified founder-membership events, including falling below a 2% share-retention threshold, can affect Continuing Founder status.

Governance and takeover constraints

Board composition and stockholder action are constrained by sunset-dependent provisions. After the Class F Sunset Time, the board has three staggered classes with three-year terms, so only one class is elected annually; before then, directors serve annual terms and the board is not classified. Vacancy-filling rules give the Class T holder, Founder LLC or the board significant influence at different stages. Before the Class T Sunset Time, changing board size requires approval of 80% of authorized directors; until the earlier of the two sunsets, board size must be odd.

Advance-notice requirements apply to stockholder proposals and director nominations. Special meetings may be called only by specified directors or officers and, before the Class F Sunset Time, Founder LLC or in a limited Class E circumstance. There is no cumulative voting. Written-consent rights are limited before both sunsets and unavailable after both; Class E holders must always act at a meeting. Certain charter and bylaw amendment thresholds rise from a majority of Class A and Class F voting together before the Class F sunset to 66⅔% of Class A voting power afterward. Section 203 of Delaware law, which generally restricts certain business combinations with 15% or greater interested stockholders for three years absent specified approvals, applies only after the later of the Class F and Class T sunsets.

The board may issue up to 30 billion undesignated preferred shares without another stockholder vote, subject to legal and charter limits and approval by 80% of authorized directors; Founder LLC’s consent is also required before the Class F sunset. The company reports no current plan to issue preferred stock, but such shares could carry voting or economic preferences that disadvantage Class A holders and dilute their voting power. Anti-takeover provisions, including the multi-class structure, could delay or prevent a change of control. Delaware state courts are generally the exclusive forum for specified internal-affairs and derivative claims; federal courts are the exclusive forum for Securities Act claims, and the District of Delaware for Exchange Act derivative actions, subject to exceptions.

Potential resale supply and listing

Existing IRA registration rights generally expire at the earliest of two years after the offering, when holders can sell all shares under Rule 144 within a three-month period, or termination of the IRA. Demand registrations begin six months after the offering, require holders of at least 60% of eligible shares and at least $200 million of net proceeds, and are limited to two. Form S-3 requests require at least $2 million of net proceeds, with no more than two such registrations required in a 12-month period. Piggyback rights are subject to underwriter cutbacks and other exceptions.

Google has a separate May 2026 arrangement that includes one demand right during the year after the offering for shares not then saleable under Rule 144. Once Form S-3 is available, eligible shares must be registered within 60 days of each quarterly closing under the Google 2026 NPA, with registration maintained while Google holds registrable shares; rights end no later than February 7, 2033, or 12 months after the final quarterly closing, if earlier. A June 2026 Infrastructure Partner agreement provides for a Form S-3 shelf, demand registrations generally at one per $5 billion of notes issued (usually subject to a $500 million minimum), and up to three underwritten offerings per 12 months, also generally subject to that minimum. No notes had been issued under that agreement as of the prospectus date, so no securities were then registrable under it. The company has applied to list its Class A shares on Nasdaq Global Select Market under ticker ANT.

Overall, the capital structure prioritizes founder and trust influence over public-shareholder control. Future sunsets determine when that influence changes, while registration rights may add resale supply and preferred issuance could affect Class A voting power and economic rights.

Potential resale supply and restrictions

The section describes a potentially significant, staged supply of shares that could enter the public market after the offering. The excerpt leaves share counts, percentages, and several ownership figures blank, so the potential overhang cannot be quantified.

Lock-ups and market standoffs generally last up to 180 days for specified non-founder directors, officers, employees, consultants, and certain stockholders, and up to 365 days for other specified stockholders and the seven co-founders. Releases are staggered: automatic releases are tied to the earlier of specified post-offering dates and the second full Nasdaq trading day after the Q1 FY2027 or Q3 FY2027 earnings releases. Additional tranches are scheduled for specified days after the FY2026, Q1 FY2027, and Q2 FY2027 earnings announcements. This structure spreads potential selling over time rather than releasing all restricted shares at once; sales remain subject to applicable restrictions and exceptions.

Class N shares and registration rights

Class N shares are unlisted and unregistered but automatically convert into Class A shares upon qualifying transfers. Class N shares outstanding or potentially issuable include shares arising from preferred-stock conversion, convertible promissory notes—including delayed conversions where ownership caps prevent immediate conversion—future note or NPA draws, donation matching, and certain private-placement rights. Some Class N holders have registration rights that could facilitate sales of large blocks after applicable lock-ups expire.

Following the offering, registration rights under the IRA and Google RRA cover an unspecified number of Class A shares. If registered, those shares could become freely tradable, subject to restrictions applicable to affiliates. The company also intends to file Form S-8 registration statements promptly after the offering becomes effective, covering outstanding and reserved equity-plan shares and certain previously issued plan shares. Shares covered by S-8 filings may become eligible for sale upon filing, subject to vesting, lock-ups, and Rule 144 limitations.

Resale rules

Under Rule 144, non-affiliates generally may sell after six months of ownership if public-information requirements are met, and after one year without Rule 144 requirements. Affiliate sales are limited in any three-month period to the greater of 1% of outstanding capital stock or average weekly trading volume over the preceding four weeks, and are subject to additional manner-of-sale, notice, and public-information requirements. Rule 701 shares generally cannot be sold until 90 days after the prospectus date; eligible non-affiliates may then sell without several Rule 144 restrictions.

Investor implication

The combination of staged lock-up expirations, Class N conversion mechanics, registration rights, and equity-plan registrations creates a material potential resale-supply overhang. However, the missing share counts and percentages prevent estimating its scale.

U.S. Federal Income Tax Consequences for Non-U.S. Holders

The disclosure addresses non-U.S. holders of the company’s Class A common stock acquired in the offering. It does not present operating or financial performance information.

• Dividends: Dividends generally are subject to U.S. withholding tax at 30% of the gross distribution, unless a lower treaty rate applies and the holder provides appropriate IRS documentation. A distribution exceeding the company’s current and accumulated earnings and profits is treated first as a return of capital, reducing the holder’s tax basis, and then as gain from a disposition of stock. Dividends effectively connected with a U.S. trade or business generally are not subject to withholding, but are taxed at applicable U.S. rates; corporate holders may also be subject to branch profits tax of up to 30%.

• Disposition of stock: Gains generally are not subject to U.S. federal income tax unless they are effectively connected with a U.S. trade or business, arise for a nonresident alien present in the United States for at least 183 days during the tax year (subject to other conditions), or are covered by the U.S. real property holding company rules. The company believes it is not, and will not become, a U.S. real property holding corporation (USRPHC), but gives no assurance. If it were a USRPHC, holders owning more than 5% could face U.S. tax on disposition gains when the stock is regularly traded, subject to the applicable holding-period rules.

• Withholding regimes: Backup withholding, currently 24% when applicable, is not an additional tax; amounts withheld may generally be credited against a holder’s tax liability or refunded. FATCA generally imposes 30% withholding on dividends paid to specified foreign financial institutions or non-financial foreign entities that do not meet applicable reporting, certification, or exemption requirements. Holders may rely on proposed Treasury regulations to exempt gross proceeds from stock dispositions from FATCA withholding until final regulations are issued.

• Scope and investor considerations: Tax laws and interpretations may change, potentially with retroactive effect. Treaty benefits and withholding outcomes depend on documentation and individual circumstances. The discussion does not cover numerous special-holder situations or most state, local, foreign, or non-income tax consequences; investors are advised to consult their own tax advisers.

Offering mechanics and market context

Goldman Sachs and Morgan Stanley lead a 23-firm underwriting syndicate. The underwriters commit severally to purchase the offered shares if any are purchased; a 30-day option permits additional Class A shares to be bought solely to cover over-allotments. The option size, offering price, underwriting discounts and commissions, share allocations, and the proportion of fully diluted shares covered by lock-ups are not provided in the excerpt, limiting assessment of proceeds and total potential share supply. Sales to discretionary accounts are expected to be no more than 5% of the offering.

ANT had no prior public market for its Class A shares and applied to list on the Nasdaq Global Select Market under ticker ANT. The IPO price will be negotiated based on company and industry prospects, performance, management, market conditions, and comparable-company valuations. Morgan Stanley may use stabilization transactions, short sales, the over-allotment option, or market purchases; these actions are optional, may end at any time, and could support the share price or slow a decline. The filing notes naked short sales are more likely if underwriters anticipate downward price pressure.

Lock-ups and potential share supply

Directors, officers, and holders of substantially all capital stock and convertible or exercisable securities are subject to lock-ups generally lasting 180 days, with additional restrictions for particular holder groups. Releases are staged, so meaningful share supply could enter the market before the restrictions fully expire. Earnings-based release dates are tied to public releases of results—not flash or preliminary results—and underwriters may waive restrictions; some waivers can trigger pro rata releases for other holders.

• Non-founder directors, officers, and certain current or former employees and consultants: Up to 10% of covered holdings may be transferred beginning on the first trading day after listing, and up to an additional 35% after FY26 results. The lock-up generally ends at the earlier of the second full trading day after Q1 2027 results or day 180.
• Certain other stockholders: Releases include up to 6% on each of days 27 and 48 after the prospectus; an additional 7% on each of days 62 and 76; 12.5% after FY26 results; and an additional 9.5% on each of five dates 13, 27, 41, 55, and 69 days after the FY26 release. Their lock-up generally ends after the Q1 2027-results trigger or day 180, whichever comes first.
• Certain holders of more than 0.5% of pre-offering fully diluted shares: Releases include 1.8% on each of days 27 and 48; 2.1% on each of days 62 and 76; 3.75% after FY26 results; and 2.85% on each of five dates after the FY26 release. Further releases include 4.2% at the earlier of the Q1-results trigger or day 180; 5.6% on each of four dates after Q1 results; 7.0% after Q2 2027 results; and 6.3% on each of five dates after the Q2 release. The general end date is the earlier of the Q3 2027-results trigger or day 365.
• Founders: Shares not sold in the offering generally remain locked until the Q3 2027-results trigger or day 365. Founders and other signatories to each founder’s agreement may transfer up to 29% of covered holdings beginning at the earlier of the Q1-results trigger or day 180.

The company’s separate lock-up also generally ends at the earlier of the second full trading day after Q1 2027 results or day 180. Its broad exceptions permit certain activity involving existing equity awards and employee plans, convertible notes, specified share-class issuances, concurrent private placements, and shares issued in acquisitions or strategic transactions. Individual lock-ups also allow specified estate and internal transfers, award vesting or exercise, tax-related sales, and certain other transfers subject to conditions. Rule 10b5-1 plans may be entered into or amended when permitted, but generally cannot result in transfers during the lock-up. Because the excerpt does not specify total lock-up coverage, the eventual size of the tradable overhang remains unclear.

Underwriter relationships and distribution restrictions

Underwriters and affiliates have existing or potential banking, lending, advisory, trading, and other relationships with ANT and related parties. Affiliates of multiple underwriters also hold roles under the amended and restated credit agreement, creating potential conflicts alongside their underwriting and trading activities. They may hold or recommend long or short positions in company-related securities or instruments.

The offering is subject to jurisdiction-specific eligibility, distribution, settlement, and resale rules; in many markets the shares are unregistered and available only to professional, qualified, institutional, or other exempt investors. Examples include Australia’s retail-prospectus requirement and a general 12-month resale restriction for exempt-investor shares; Brazil’s restrictions on purchaser eligibility, accounts, settlement, currency, and regulated-market trading; and EEA limits that generally require qualified investors or specified exemptions unless a separate prospectus is used. Other jurisdictions—including Qatar, Saudi Arabia, Singapore, South Africa, South Korea, Switzerland, Taiwan, Thailand, the UAE, and the UK—also impose private-offer, investor-category, registration, resale, or distribution conditions. These restrictions may constrain availability and make some shares illiquid or difficult to resell.

Legal Matters

Wilson Sonsini Goodrich & Rosati, counsel to the company for the offering, will opine on the validity of the offered Class A common shares. Certain of its members, investment partnerships, and associated persons own less than 0.01% of the company’s outstanding capital stock. Freshfields US LLP represents the underwriters on offering legal matters.

Orrick, Herrington & Sutcliffe LLP advised the company on certain executive compensation and equity matters. John Morley and Cleary Gottlieb Steen & Hamilton LLP advised the Long-Term Benefit Trust on governance matters, while Cravath, Swaine & Moore LLP advised the co-founders on governance matters.

The excerpt discloses no financial results, material operating developments, or business risks.

Change in Independent Accountant

On October 30, 2025, the board ratified the appointment of Ernst & Young LLP (EY) as the company’s independent registered public accounting firm for the audit of its consolidated financial statements for the year ended December 31, 2025, and the dismissal of Grant Thornton LLP.

Grant Thornton’s audit opinions for 2023 and 2024 were neither adverse nor disclaimed and contained no qualifications or modifications. The company reported no disagreements or reportable events with Grant Thornton during 2023 or 2024, or through October 30, 2025. It also reported no relevant consultations with EY during that period.

Grant Thornton’s response letter is identified as dated October 26, 2026 and filed as Exhibit 16.1. The section discloses no financial results or business developments.

Independent Auditors

Grant Thornton LLP audited Anthropic’s consolidated financial statements as of December 31, 2024, and for FY2023 and FY2024. Ernst & Young LLP audited the consolidated financial statements as of and for FY2025, indicating a change in auditor for FY2025. This section provides no financial metrics or operating developments.

The prospectus forms part of the company’s SEC Form S-1 registration statement and does not contain all information about the company. Filed exhibits provide additional detail and qualify descriptions in the prospectus of contracts and other documents.

After the offering, the company will become subject to Exchange Act reporting requirements and will file periodic reports, proxy statements, and other information with the SEC. The company says these materials will be available free of charge on its website as soon as reasonably practicable after they are filed or furnished. Website content is not incorporated into the prospectus.

This section reports no financial results, operating metrics, or business developments.

Anthropic — Financial Statements Summary

Growth, costs and reported results

Anthropic’s revenue scaled rapidly: FY2025 revenue was $4.585B, from $386M in FY2024 and $41M in FY2023. Unaudited H1 2026 revenue was $16.286B, from $1.163B in H1 2025. H1 revenue comprised $13.064B of consumption-based revenue, from $983M, and $3.222B of subscriptions, from $180M; U.S. revenue was $11.763B, from $820M, and international revenue $4.523B, from $343M. Consumption revenue depends on actual usage, while subscriptions are generally recognized over their contract terms. Remaining performance obligations were $10.8B at June 30, 2026, about 75% expected to be recognized in the next 12 months; deferred revenue rose to $1.650B from $269M at year-end 2025.

Growth came with exceptional costs. H1 2026 cost of revenue was $2.380B, from $1.019B; R&D $9.741B, from $1.850B; sales and marketing $3.808B, from $239M; and G&A $1.050B, from $190M. Total operating expenses were $16.979B, from $3.298B, and operating loss improved to $693M from $2.135B. Compute and infrastructure is central to both customer service and model development, and costs also include free-access and channel workloads. FY2025 operating loss was $8.060B, from $2.980B in FY2024, including a $1.500B Bartz copyright settlement expense.

H1 2026 net loss was $80.748B, from $12.969B; FY2025 net loss was $41.965B, from $8.309B in FY2024. H1 2026 loss included $72.388B of fair-value losses on convertible notes, derivative liabilities and SAFEs, and $8.757B of other expense, net. These large noncash valuation effects make net loss a poor standalone indicator of operating cash burn. Basic and diluted loss per share were $(39.88) in H1 2026, from $(7.25), and $(23.04) in FY2025, from $(5.43) in FY2024.

Liquidity, balance sheet and cash flow

At June 30, 2026, total assets were $147.358B, versus $24.661B at December 31, 2025; total liabilities were $117.467B and stockholders’ deficit was $127.619B, versus $50.505B at year-end. Cash and cash equivalents were $112.389B, with $2.529B restricted cash. Cash equivalents had $108.897B amortized cost and fair value; short-term investments had $19.306B amortized cost and $19.262B fair value. Combined fair value was $128.159B, versus $19.348B at year-end 2025.

H1 2026 operating cash flow was $3.929B, from negative $1.513B; FY2025 operating cash flow was $2.637B, from $5.692B in FY2024 (FY2023: negative $1.627B). H1 capex—property and equipment purchases—was $482M, from $18M; FY2025 was $131M, from $15M in FY2024 (FY2023: $2M). H1 investing cash use was $17.181B, including short-term investment purchases, while financing provided $110.774B, primarily preferred-stock proceeds. Receivables increased to $5.8B net from $909M at year-end 2025; the allowance was $71M, from $17M. Marketplace receivables were 58% of the balance, adding channel-partner collection exposure.

Convertible notes were a $108.566B carrying-value and Level 3 fair-value liability at June 30, 2026, versus $41.677B at year-end 2025. Preferred stock was $157.510B carrying value, with $136.286B liquidation preference, and 853.394M shares outstanding; preferred claims rank ahead of common stock and are classified outside permanent equity. The deficit and accumulated deficit of $132.902B reflect the financing structure and accumulated losses. Goodwill was $576M, from $154M; net intangible assets excluding goodwill were $109M: technology-related $89M and contract-related $20M.

Financing, commitments and dilution

Preferred financing provided substantial liquidity: H1 2026 included $122.242B net preferred-stock issuance. Google and Amazon invested $10.0B and $5.0B, respectively, in Series H preferred stock. Conditional 2026 financing agreements provide potential future debt or equity funding, while a separate compute-rent facility permits up to $42.0B of convertible notes. Existing revolver commitments were $3.3B, with no borrowings at June 30; in September 2026 they increased to $15.0B, maturity was extended to September 2031, and the minimum-liquidity covenant rose from $500M to $5.0B.

Compute commitments are unusually large and expanding. Undiscounted obligations for uncommenced infrastructure leases were approximately $321.4B at June 30, 2026. The filing also describes approximately $265.6B of expected fixed or minimum-guaranteed infrastructure commitments, and about $417B of aggregate future minimum obligations under agreements entered into or amended after year-end; these figures reflect different disclosed scopes and should not be added together. Later disclosures cite approximately $245B of obligations from agreements entered into or amended after June 30, plus $21B of short-term minimum non-cancelable payments. Additional 2028–2031 capacity could require $125B–$150B. These long-duration commitments create material funding, utilization, delivery and demand risk.

Class A shares outstanding increased from 1.901267B at December 31, 2025 to 2.157398B at June 30, 2026; 30.643M Class N shares were also outstanding at June 2026. Stock-based compensation was $2.185B in H1 2026, from $286M, and $1.2B in FY2025, from $192M in FY2024. At June 30, potential shares reserved for future issuance totaled 12.908323B; outstanding options and RSUs were 2.846697B. RSUs’ performance condition was not considered probable, so no RSU compensation expense had been recognized; if probable, cumulative expense would have been $2.9B, with $23.7B of unrecognized cost. After period-end, approximately 91M RSUs with $5.8B grant-date fair value were approved.

Key risks and subsequent developments

CSP marketplaces grew to 48% of H1 2026 revenue, from 44% in H1 2025; two customers represented 13% and 10% of June receivables. Anthropic depends on a limited number of cloud and infrastructure suppliers, despite efforts to diversify capacity. The Bartz settlement totaled $1.5B plus interest; $1.2B remained recorded as a liability at June 30, 2026. Other copyright, music, author, platform and consumer claims, government inquiries, and potentially uncapped IP indemnities pose further uncertainty. A U.S. government order and national-security supply-chain designation could also disrupt government business; related litigation and appeals left the outcome uncertain.

Anthropic maintains a full valuation allowance against deferred tax assets; year-end 2025 tax attributes included $8.2B of federal NOLs and $4.2B of state NOLs. The auditor gave an unqualified opinion on the 2025 financial statements but did not opine on internal-control effectiveness; critical audit matters included loss contingencies and Level 3 convertible-note valuation. In July 2026, Anthropic also agreed to acquire or access AMD compute systems, with AMD committing to purchase up to $5.0B of Class N stock subject to conditions.