ANT Anthropic S-1/A amended IPO prospectus section summaries

Offering overview

Anthropic, PBC filed Amendment No. 1 to its Form S-1 on November 2, 2026, for an initial public offering of Class A common stock. Both Anthropic and selling stockholders expect to sell shares; Anthropic will receive no proceeds from shares sold by selling stockholders. The preliminary prospectus leaves the share counts, IPO price range, underwriting discounts, total proceeds and offering date blank, so the offering’s size and valuation cannot yet be assessed.

Anthropic has applied to list its Class A shares on the Nasdaq Global Select Market under the ticker ANT. There was no prior public market for the shares. The underwriters include Goldman Sachs, Morgan Stanley, J.P. Morgan, Citigroup and Barclays, among other firms.

Company purpose and governance

Anthropic is a Delaware public benefit corporation. Its stated public benefit is the responsible development and maintenance of advanced AI for humanity’s long-term benefit. Its multi-class governance structure gives significant control rights to certain holders that are not tied to their economic ownership:

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

Anthropic identifies itself as a Nasdaq “controlled company.” The public-benefit mission and concentrated voting rights are material governance considerations for prospective public investors.

Financial information

The cover provides no operating or balance-sheet metrics, financial results, use-of-proceeds detail or quantified business risks; these are addressed elsewhere in the prospectus.

Defined terms and measurement conventions

This section establishes terminology and measurement methods used elsewhere in the prospectus; it does not report financial results or period-over-period changes.

• Run-Rate Revenue is an estimate, not reported revenue. It annualizes trailing 28-day consumption fees by multiplying them by 13, and current monthly subscription fees by 12. Consumption revenue is usage-based: usage is metered in tokens and pricing varies by model.
• Net Revenue Retention (NRR) compares revenue in a current three-month period with revenue from the same qualified customers in the three-month base period a year earlier. It excludes Claude Pro, Max, and Ultra subscribers because fixed-price plans do not reflect the customer expansion and contraction behavior NRR is intended to capture.
• Customer counts at $100,000, $1 million, and $10 million of trailing-twelve-month revenue are based on organizations aggregated from accounts using internal records and available data. The company does not separately track or define “enterprise” customers; it uses customers with at least $100,000 of TTM revenue as a proxy for enterprise adoption and engagement.

AI development, deployment, and safety concepts

The definitions frame the business around frontier AI models and their development and deployment. Model weights are characterized as a frontier AI developer’s primary intellectual asset, embodying investment in compute, data, and research. Compute encompasses accelerators, memory, networking, storage, and power; algorithmic “compute multipliers” can increase the effective output produced by a given amount of compute.

AI development includes pre-training and post-training. Post-training, including reinforcement learning and alignment, is used to refine model helpfulness, accuracy, and safety. The prospectus also describes agentic AI capabilities—agent loops, computer use, multi-agent orchestration, and persistent context—as enabling models to undertake more complex workflows. Applied AI teams, including forward-deployed engineers, work with customers to tailor deployments to their systems and processes.

Safety and reliability terms include Constitutional AI, interpretability and mechanistic interpretability, hallucinations, and prompt injection. These concepts concern methods for guiding or examining model behavior and identifying risks. The definitions acknowledge that models may produce confident but incorrect information and may be manipulated by malicious instructions embedded in content they process.

Cloud service providers (CSPs) are defined as both infrastructure providers and potential distribution channels. The largest hyperscalers operate at global scale and have significant infrastructure and market concentration, making access to compute and distribution an important ecosystem consideration.

Overall, these definitions provide context for interpreting customer adoption, retention, and annualized revenue measures—particularly the proxy-based enterprise-customer measure and the limitations of Run-Rate Revenue as a point-in-time estimate.

Business and growth

Anthropic’s revenue has scaled rapidly since Claude’s commercial launch in Q1 2023. For the three months ended September 30, 2026, revenue was $17.0 billion, up 1,127% year over year. The company cautions that its early-stage growth may not continue and that 9M 2026 results are not necessarily indicative of full-year results.

As of September 30, 2026, net revenue retention was approximately 900%. Anthropic had more than 11,900 customers generating at least $100,000 of TTM revenue, more than 1,900 at $1 million or more, and approximately 250 at $10 million or more. It says customers are expanding from discrete prompts into business-critical, multi-step workflows. TTM revenue per employee exceeded $6.6 million, up from $1.4 million a year earlier. Anthropic attributes adoption and productivity to model improvements; it says Opus 5.5 reduced customer cost per task by approximately 40% versus Opus 5, while preserving margins.

Claude is sold through Anthropic’s platform and applications and is also available on AWS, Google Cloud Platform, and Microsoft Azure. Anthropic contracts directly with customers and pays cloud-provider fees, which it says supports pricing control and lets it retain efficiency gains. Systems integrators, consultants, data platforms, and a private-equity partnership initiative extend distribution.

Results, operating leverage, and infrastructure

The substantial GAAP net loss primarily reflects noncash fair-value remeasurement, driven largely by the higher enterprise valuation and resulting increase in the fair value of outstanding convertible notes. Other income/expense was also materially negative at $10.397 billion in 9M 2026. By contrast, adjusted results turned positive as revenue growth outpaced operating-expense growth; Anthropic reports compute and infrastructure expense grew 382% year over year in Q3 2026. The $1.500 billion Bartz settlement expense included in 9M 2025 did not recur.

Anthropic had $895.4 billion of aggregate committed spend under purchase commitments and lease agreements as of and subsequent to September 30, 2026, substantially all for compute and infrastructure. Approximately $69.8 billion is due within the following 12 months; $447.5 billion is expected before year-end 2030, with substantially all of the remainder expected in 2031–2045. These commitments make execution, funding, utilization, and demand important risks. Anthropic says it manages compute as a fungible pool across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, and plans further data-center, compute-capacity, and efficiency investment.

Capital, balance sheet, and dilution

Anthropic separately reports $95.6 billion of cash and cash equivalents, $36.3 billion of short-term investments, and $141.1 billion of aggregate capital raised. Unrecognized stock compensation at September 30, 2026 included $24.1 billion for RSUs with unmet service-based vesting conditions (weighted-average recognition period 2.0 years) and $2.1 billion for other awards ( 1.4 years). Weighted-average basic and diluted shares were 2.077 billion for 9M 2026 versus 1.807 billion for 9M 2025. As of September 30, 2026, 1.774 billion Class A shares were issuable on outstanding options, with a $2.91 weighted-average exercise price.

On June 30, 2026, Anthropic contributed 846,840,960 Class N shares, equal to 5% of fully diluted shares assuming full conversion of the Amazon Notes, to its Public Benefit Fund. A discretionary framework permits further fund issuances of up to 2% of then-outstanding shares, plus specified awards and convertible securities, at each 50% share-price increase from the IPO price; these issuances could dilute other holders.

Strategy, governance, and risks

Anthropic’s strategy combines frontier-model and safety research with Claude Platform, Claude Code, and Claude Cowork. Cowork, introduced as a research preview in January 2026, extends agentic workflows beyond coding; Anthropic says its adoption exceeded Claude Code’s at the equivalent point after launch. In September 2026, it began combining Cowork and Claude.ai to support movement from conversational queries to multi-step tasks. The company also sees possible applications in scientific research, healthcare and life sciences, robotics, manufacturing, and logistics. It cites more than $40 trillion of global economic value associated with knowledge-worker activity in 2025 and an IDC estimate of $22.5 trillion in cumulative global AI economic impact by 2031.

Anthropic is a Delaware public benefit corporation. Its governance gives substantial control to the Long-Term Benefit Trust and founders: Class F shares carry 50.1% of total voting power on general stockholder matters, while the Trust generally can elect and remove a majority of directors through Class T stock. The company expects Nasdaq “controlled company” status and intends to use a governance-committee independence exemption.

Key risks include reliance on a small number of cloud providers and suppliers—some also customers and investors—large customer and channel concentration, intense competition, uncertain adoption, and dependence on founders and technical talent. Misuse, model failures or harmful autonomous behavior could cause reputational damage, liability, litigation, or regulatory action; evolving AI regulation could also constrain operations or demand.

Business, growth and financial exposure

Anthropic’s prospects depend on developing competitive frontier models, converting capability into sustained customer usage, and securing compute, infrastructure, talent and capital. Revenue growth has been exceptional, but the company warns that early adoption and rapid usage expansion may not persist; it expects growth to decline and profitability is uncertain.

Net losses were $1.5B in FY2023, $8.3B in FY2024, $42.0B in FY2025 and $104.0B in 9M2026. Fair-value changes in convertible notes, derivative liabilities and SAFEs accounted for $1.0B, $5.4B, $34.3B and $94.3B of those losses, respectively, primarily reflecting increases in the valuation of outstanding convertible promissory notes. The company expects substantial continued investment and higher costs, and may not achieve or sustain profitability.

The scale and timing of infrastructure commitments create significant fixed-cost, liquidity and utilization risks:

Many infrastructure agreements include minimum-purchase or take-or-pay obligations. Some dedicated power and data-center arrangements have 20-year initial terms, annual escalators and uncapped fuel-cost pass-throughs. Commitments may require payment before usable capacity or related revenue is available; delays, mismatched workloads, obsolete hardware or weak utilization could leave Anthropic bearing substantial costs. The company also warns that revenue—much of it consumption-based and not secured by long-term customer commitments—may not grow sufficiently to fund these obligations. Defaults could cause loss of critical resources, cross-defaults, accelerated indebtedness and creditor remedies.

If the offering had closed on September 30, 2026, Anthropic would have recorded $8.2B of cumulative RSU stock-based compensation expense, with $24.1B more unrecognized over a weighted-average 2.0 years; other awards carried $2.1B of unrecognized expense over 1.4 years. Employees grew from approximately 940 at December 31, 2024 to approximately 5,300 at September 30, 2026, creating additional management, controls, reporting and cultural demands.

Compute, infrastructure and customer dependence

Frontier training and serving require rapidly growing quantities of specialized compute, which is scarce and costly. Anthropic has underestimated its compute needs before; conversely, long-dated commitments and facility delays could leave capacity underused or poorly matched to workloads. Agentic products require substantially more compute per interaction than single-turn use, and compute costs may rise without corresponding performance or revenue gains. Anthropic is moving from predominantly cloud-based capacity toward dedicated infrastructure, adding construction, financing, integration, power, water, permitting and operating risks. Chip production is concentrated, including advanced manufacturing in Taiwan, while memory, data-center equipment, electricity and experienced operators also have constrained supply. Power shortages, grid delays, fuel-price exposure, water limitations, extreme weather and regional disruptions could delay projects or interrupt service.

Amazon, Google and Microsoft are important compute providers and also investors, customers, distribution partners and competitors; Broadcom is a key infrastructure supplier. These overlapping relationships can create conflicts over capacity, pricing, service and sales priority. Switching providers is costly and complex. CSP marketplace sales rose from 11% of revenue in FY2023 to 32% in FY2024, 47% in FY2025 and 44% in 9M2026; related net receivables were 42% of total at December 31, 2024, 60% at December 31, 2025 and 52% at September 30, 2026. The top five customers represented approximately 25% of 9M2026 revenue, though no single customer exceeded 10%. Marketplace dependence and customer concentration heighten exposure to channel interruptions, collection delays and changes in customer spending.

Customers can cut or stop consumption with limited notice, while long enterprise sales cycles, budget controls, integrations and support needs make usage and expansion difficult to forecast. Revenue may also be affected by pricing pressure, free usage that does not convert, customer preference for cheaper or open models, internal development, and enforcement against customers violating usage terms. A March 2026 outage linked partly to demand and compute constraints illustrates the risk that capacity or reliability issues could constrain service and customer retention.

Model safety, security and regulation

Capability advances may outpace safety testing, and model errors, bias, harmful outputs or safeguards that fail or are bypassed could cause real-world harm, customer losses, litigation and regulatory action. Anthropic says its estimates for future—not current—models indicate it may imminently meet its Responsible Scaling Policy definition of “dramatically accelerated progress attributable to AI”; it has not designated a current model as exceeding that threshold. Safety decisions have already constrained commercialization: Mythos launched in April 2026 as a gated Project Glasswing research preview, and a new frontier base model’s pre-training was delayed by more than a month to strengthen protections.

Anthropic reported that a Chinese state-sponsored group used Claude Code in a September 2025 attempted cyberattack against roughly 30 global targets, with a limited number of successful intrusions. In 2026 evaluations, a testing-environment misconfiguration allowed four models to access real third-party systems; one obtained administrator access and read personal information. The company says affected parties were notified and it found no evidence of inter-agent coordination or activity beyond assigned exercises. Agentic products’ ability to execute code, call APIs and take actions with customer permissions increases the potential for cascading or difficult-to-reverse harm. Anthropic also increasingly uses its own models for software development and safety research, creating risks if failures introduce vulnerabilities or reduce human oversight.

AI rules are evolving across jurisdictions, with potential requirements for safety reviews, reporting, data protection, localization, export controls and limits on deployment. In June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on Fable 5 and Mythos 5; Anthropic disabled both until restrictions were lifted after safeguard updates. In October 2026, the FTC issued a civil investigative demand regarding consumer protection, data protection, privacy, product safety and security. Government actions can also affect commercial activity: after a February 2026 federal direction to stop agency use and a national-security supply-chain-risk designation, court rulings diverged; the D.C. Circuit upheld the designation on September 25, and Anthropic sought rehearing. Outcomes and effects on government and related commercial sales remain uncertain.

Legal, data and operational risks

Copyright and training-data law remains unsettled. Anthropic faces pending data and publisher litigation, including the Reddit case; the Bartz copyright class-action settlement was $1.5B and received court approval in July 2026. Adverse rulings, licensing costs, injunctions or retraining could affect models and operations. Customer IP indemnities may be uncapped. Other exposures include privacy and cybersecurity claims, open-source licensing and code risks, antitrust litigation—including a September 2026 class action over alleged developer coordination—and potential liability for agentic products and high-stakes uses. Insurance may be insufficient, and incident records can be limited by Zero Data Retention arrangements.

Governance and shareholder considerations

Anthropic’s PBC purpose and safety commitments may lead it to delay or forgo commercially attractive products, adding costs or limiting near-term growth. Governance concentrates control: Founder LLC’s Class F share holds 50.1% of general voting power, while the Long-Term Benefit Trust generally controls election of a board majority through Class T shares. Class N conversions, future financing and equity awards could dilute Class A economic interests; registration rights and post-IPO lock-up expirations may add selling pressure. The company does not expect to pay cash dividends in the foreseeable future, leaving investors dependent on share-price appreciation.

Forward-looking statements and key uncertainties

The company’s forward-looking statements reflect expectations as of the dates stated. They are not predictions, may be affected by unknown or unpredictable risks, and actual results could differ materially. The company generally undertakes no obligation to update these statements except as required by law.

Key uncertainties include the company’s ability to grow revenue, manage compute and infrastructure costs and other operating expenses, and achieve and sustain profitability. Liquidity also depends on the sufficiency of cash and investments and the availability of funds under the A&R Credit Facility. The scale, financing, timing and expected returns of compute-related capital expenditures and commitments—and the extent to which they convert into revenue—are uncertain.

Execution risks include scaling operations without excessive cost or complexity; delivering growth and public-benefit initiatives; attracting and retaining customers and skilled employees; and responding to customer and distribution-channel concentration, changing prices and demand, and challenges to international expansion. The company’s prospects also depend on developing and commercializing AI models, platforms and applications on time.

The company relies on third-party compute and infrastructure providers and may face conflicts with cloud and chip partners that develop competing AI products. It operates in rapidly evolving, competitive markets and faces risks related to AI safety and responsible deployment, service availability, and cybersecurity threats, including sophisticated and nation-state attacks. Applicable laws and enforcement concerning AI, copyright, privacy, data protection and trade controls may evolve. Other risks include protecting intellectual property and its brand, litigation and regulatory action, and implications of public-benefit-corporation status and LTBT governance.

The company may need to raise debt or equity on acceptable terms; financing could impose restrictions or dilute existing holders. It currently intends not to pay cash dividends and expects to retain future earnings for the business. Offering proceeds, post-offering stock liquidity and share-price volatility are also uncertain.

Industry, Market and Other Data

The prospectus’s industry, market-size, market-position and opportunity estimates rely on third-party publications and public studies, alongside company estimates. Cited sources include IDC reports on AI’s economic impact, worldwide market forecasts and developer population; IQVIA medicine-use trends; U.S. Bureau of Labor Statistics occupational wage data; and World Bank GDP data.

The company considers its third-party sources reliable but has not independently verified their accuracy or completeness. The data depend on assumptions and have limitations; industry and market forecasts are uncertain, actual results may differ materially, and the estimates should not be given undue weight.

The company estimates the annual economic value represented by global knowledge workers using its own calculation based on third-party data. It identifies U.S. knowledge-worker occupations using 2025 BLS wage data, estimates global wages from 2025 global GDP and International Labour Organization labor-income data, and applies the ratio of total U.S. wages to estimated global wages to U.S. knowledge-worker wages to derive an estimate of global knowledge-worker wages.

Use of Proceeds

The company expects to use its offering proceeds for general corporate purposes, including working capital, operating expenses, capital expenditures—particularly compute and infrastructure—and hiring and retaining skilled employees. It may also use proceeds for acquisitions or investments, although it currently has no material agreements or commitments for either. A portion is intended to fund anticipated tax withholding and remittance obligations related to the RSU Settlement.

The company will receive no proceeds from shares sold by existing stockholders. Management has broad discretion over the use of proceeds; until they are deployed, funds may be invested in short-term, investment-grade, interest-bearing instruments.

The offering is intended to strengthen capitalization and financial flexibility, establish a public market for Class A shares, facilitate an orderly distribution by selling stockholders, and improve the company’s access to public equity markets.

The company has never declared or paid cash dividends and does not expect to do so in the foreseeable future. It intends to retain available funds and future earnings to finance operations and expansion. Any future dividend declaration would be at the board’s discretion, considering the company’s financial condition, operating results, capital needs, contractual restrictions, and other relevant factors. The A&R Credit Agreement restricts cash dividends even when no amounts are outstanding under the credit facility.

Capitalization as of September 30, 2026

The stockholders’ equity deficit comprised $6.481B of additional paid-in capital, $0.161B of accumulated other comprehensive loss and $156.193B of accumulated deficit. Redeemable convertible preferred stock represented 1,040,440,652 shares outstanding.

Proposed IPO-related changes and potential dilution

The contemplated pro forma steps include conversion of the preferred stock and convertible notes, issuance of one Class F share, an RSU-related stock-compensation adjustment, and adoption of a Delaware amended and restated certificate of incorporation. The further “pro forma as adjusted” presentation would include the company’s primary share issuance, estimated underwriting discounts and offering expenses, and use of offering proceeds and, if necessary, existing cash for RSU tax withholding and remittance. Selling stockholders would receive no proceeds.

The extracted table leaves the pro forma and pro forma-as-adjusted amounts, assumed IPO price and several share counts blank, so the resulting cash, equity, capitalization and dilution cannot be quantified. The filing notes that illustrative amounts will change with the final offering terms.

Potential dilution is substantial. The table excludes 1,774,342,693 Class A shares issuable upon outstanding options, with a $2.91 weighted-average exercise price, as well as unspecified RSUs, post-period equity awards and shares reserved under compensation plans. The 2026 Plan and ESPP provide for automatic annual increases in reserved shares; the 2026 Plan may also receive shares recycled from expired, forfeited, cancelled or otherwise returned 2021 Plan awards.

The pro forma Class N count includes shares from an Initial Public Benefit Issuance that are legally outstanding but excluded from accounting outstanding shares while held by a wholly owned subsidiary. Further excluded are shares issued in acquisitions after September 30, 2026, including 848,882 Class N shares; the related Class A count is blank.

Dilution

As of September 30, 2026, historical net tangible book value—tangible assets less liabilities and redeemable convertible preferred stock—was negative $150.6 billion, or negative $68.47 per share. Class T, Class F and Class E shares are excluded from the per-share calculation because they have no economic rights.

The filing describes substantial dilution for new Class A investors. The pro forma calculations assume the Preferred Stock Conversion, Convertible Notes Conversion, Initial Public Benefit Issuance and RSU Settlement; however, the excerpt does not provide the completed offering assumptions needed to quantify post-offering net tangible book value or per-share dilution. Net offering proceeds—and, if necessary, existing cash and cash equivalents—may be used to meet estimated tax withholding and remittance obligations arising from the RSU Settlement.

Additional potential dilution includes RSUs, post-period awards, acquisition-related shares, and shares reserved under equity plans and the ESPP. The 2026 Plan and ESPP provide for annual automatic increases to their share reserves; the 2026 Plan may also receive shares from certain expired, cancelled, forfeited, withheld or repurchased 2021 Plan awards. Further option exercises, RSU settlements and new awards could dilute offering investors.

Selling-stockholder sales are excluded from the share-count and ownership calculations: they would reduce existing stockholders’ holdings and increase new investors’ proportionate ownership, but would not represent shares sold by the company. Exercise of the underwriters’ option would also affect post-offering ownership and dilution.

Business and operating performance

Anthropic’s growth accelerated as successive model and product releases drove adoption and usage. Revenue reached $16.956B in Q3 2026, up 1,127% year over year, and $33.242B for the first nine months, up 1,206%. Growth also reflects price reductions and contractual discounts, including approximately $600M in Q3 2026. Management expects growth to slow as the business scales and the market matures; usage, pricing, release timing, and safety decisions may make results volatile.

GAAP net loss was driven primarily by non-operating fair-value and financing-related items, not operating performance: 9M losses from fair-value changes in convertible notes and derivative liabilities were $94.324B, versus $20.107B a year earlier; other expense, net, was $10.397B versus $3M. These valuation changes largely reflected the higher enterprise valuation. Adjusted measures exclude significant items, including stock-based compensation and non-cash charitable contributions, and should not be viewed as substitutes for GAAP results.

Revenue mix and costs

Compute and infrastructure remained the largest expense. Its 9M cost rose 329%, but declined to 57% of revenue from 172% as revenue grew against capacity contracted in advance. Q3 compute expense was $9.9B, or 58% of revenue, up from 48% in Q2; $5.0B of higher-cost short-term compute contributed to Q3’s operating loss. Short-term capacity generally costs more than comparable multi-year commitments, and compute is often contracted 12–18 months ahead, making near-term costs relatively fixed and exposing margins to timing and utilization.

Personnel expense included $3.3B of stock-based compensation in 9M 2026, versus $591M; sales and marketing’s increase included $4.8B of additional channel-partner fees. Other operating and administrative expense included $2.1B of donation-matching charges, $757M of additional data-quality and evaluation costs, and higher payment-processing, professional-services, and IT costs. Donation matching was $1.960B in Q3 and $2.1B for 9M; management expects public-benefit initiatives to grow and potentially weigh on margins and per-share results. Adjusted operating margin declined to 15% in Q3 from 19% in Q2, primarily reflecting short-term compute costs.

Customer adoption and strategy

Customers with at least $100,000 of trailing-12-month (TTM) revenue increased to more than 11,900 at September 30, 2026, from more than 950 a year earlier. Their TTM revenue was $26.1B (74% of total), and more than 1,900 customers generated at least $1M and approximately 250 at least $10M. TTM net revenue retention was approximately 900%. More than 50% of the $100,000-plus customer group used both Claude Platform and a first-party application in Q3, versus approximately 30% in Q4 2025. Customers outside the top five generated about 79% of Q3 revenue, up from 64% in Q1, and no customer exceeded 10% of 9M revenue. Models released in the six months ended September 30 generated over 80% of Q3 revenue.

Anthropic is expanding distribution through direct sales, cloud marketplaces, systems integrators, data-platform alliances, and Ode with Anthropic, while retaining direct customer contracts and pricing control. It is also moving toward a hybrid compute model, “Anthropic Direct,” leasing chips for dedicated facilities and seeking to diversify across AWS Trainium, Google TPUs, NVIDIA and AMD hardware. Management aims to improve price/performance through infrastructure, algorithmic and engineering efficiencies, while continuing frontier-model research and safety work.

Liquidity, cash flow and commitments

The operating cash-flow improvement reflected a better loss adjusted for non-cash items, partly offset by working-capital timing. Investing outflows mainly funded short-term investments, leased assets, equipment prepayments and infrastructure; financing inflows were primarily preferred-stock proceeds.

At September 30, 2026, liquidity included $95.6B of cash and equivalents, $36.3B of short-term investments and $14.8B of available credit-facility capacity; restricted cash was $2.6B. The amended revolving facility increased to $15.0B, matures September 4, 2031, had no borrowings and $205M of standby letters of credit outstanding, and was covenant-compliant. A $5.0B minimum-liquidity requirement begins December 31, 2026. Management expects available liquidity, operating cash generation and financing sources to support at least 12 months, while noting significant future compute investment and potential need for additional financing.

Compute, lease and purchase obligations are substantial. The contractual-obligations table totaled $319.993B, including $313.819B of purchase commitments; $69.8B was due in the following 12 months. The broader stated aggregate of obligations and additional commitments was approximately $895.4B, including leases not yet commenced and later commitments; approximately $213.8B was subject to termination rights or conditions. Separately, variable/flexible infrastructure arrangements were estimated at $150B–$175B. Major minimum-spend agreements include approximately $44.9B with Microsoft, at least $121.3B with Google, and $110.0B with Amazon. Broadcom equipment finance leases carry approximately $161.2B of aggregate rent excluding interest. These long-dated commitments, some conditional on delivery or other milestones, create substantial utilization, funding and liquidity exposure.

Potential undrawn partner financing capacity totaled $77.0B—Google $20.0B, Amazon $15.0B and Broadcom’s Infrastructure Partner $42.0B—generally conditional on compute, revenue or other milestones, not cash already borrowed. Amazon also had $6.203B principal of non-interest-bearing rollover notes outstanding, potentially convertible into Class N shares subject to ownership limits. Broadcom financing carries 9% PIK interest, potentially rising to 13% if revenue conditions fail, and may require cash settlement at 150% of principal plus accrued interest in specified change-of-control events. These arrangements could materially dilute shareholders; ownership caps can defer conversion rather than eliminate it.

Key risks and estimates

Compute supply, chips, power and data-center capacity are concentrated and constrained, while some infrastructure partners are also investors, customers or competitors. Commitments may remain payable regardless of utilization or revenue, and short-term compute costs can pressure margins. Revenue is usage-based and seasonal: customer spend fell approximately 20% in the two weeks ended January 2, 2026, versus the preceding two weeks. Management estimated that customers later identified as violating usage policies or commercial terms represented 5%–7% of 9M revenue; stronger enforcement could affect future revenue. Safety evaluations can delay or limit releases. IPO-related RSU vesting conditions may trigger accelerated recognition of substantial unrecognized compensation expense; as of September 30, unrecognized RSU expense was approximately $32.3B, including $8.2B for awards with service conditions fully or partly satisfied but performance conditions unmet. Pre-IPO valuations of shares and convertible instruments rely on significant judgment, contributing to earnings volatility.

Business overview and results

Anthropic’s business is built around Claude models, the Claude Platform, and first-party applications, with an enterprise focus. It describes a reinforcing growth cycle in which customer deployments and feedback improve Claude, while revenue supports research, talent, and compute investment.

Revenue grew 1,127% year over year, compared with 382% growth in compute and infrastructure expense and 729% growth in other operating expenses excluding the Bartz settlement. Anthropic attributes improving operating leverage to rapid revenue growth and efficiency, while saying it will continue investing heavily. Adjusted results are company-reported measures.

Quarterly revenue growth accelerated from 48% quarter over quarter in Q4 2025 to 132% in Q1 2026, after the November 2025 Opus 4.5 launch. The company attributes the acceleration to a combination of improved capabilities, lower prices and cost per task, new products, and wider adoption—not to the launch alone. September 2026 releases also reduced typical workload costs: Fable 5.1 lowered costs about 25% versus Fable 5 (up to 45% for complex coding and highly agentic work), while Opus 5.5 lowered customer cost per task about 40% versus Opus 5. Anthropic says efficiency enabled lower costs while preserving margins; sustained efficiency is important to its ability to keep lowering prices.

Customers, products, and expansion

The $100,000-plus customer group included every Fortune 10 company, more than 50% of the Fortune 500, and more than 30% of the Global 2000. More than 1,900 customers generated at least $1M of TTM revenue and approximately 250 generated at least $10M. More than half of the $100,000-plus group used both the Claude Platform and at least one first-party application in Q3 2026, versus approximately 30% in Q4 2025. Anthropic says expansion into more teams and workflows is a major growth driver, although many customers still use Claude in a limited number of areas.

Products include Claude Code for coding, Claude Cowork for knowledge work, Claude.ai, and industry-specific offerings. In September 2026, Anthropic began combining Cowork and Claude.ai into one application. Claude Platform features include agents, tool use, long context, multi-agent orchestration, and Model Context Protocol connectivity. Prompt caching can reduce costs by up to approximately 97% and latency by approximately 60% for long prompts compared with uncached processing. Enterprise distribution spans Anthropic’s own channels and AWS, Google Cloud, and Azure; the company says it retains direct customer contracts and pricing control while paying cloud-provider fees.

Anthropic is targeting software, professional services, cybersecurity, financial services, healthcare and life sciences, among other sectors. It sees broader opportunity as agents move into business-critical workflows and customers embed Claude in their products. Market estimates cited by the company include more than $40T of global knowledge-work economic value in 2025 and $22.5T of cumulative global economic impact from AI solutions and services by 2031; these are market estimates, not revenue forecasts.

Compute, investment, and productivity

Anthropic’s multi-chip strategy uses AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, with internal systems intended to allocate compute across providers and workloads. It is also moving toward a hybrid infrastructure model, including directly procured accelerators in leased or operated data centers; its first such facility became operational in 2026. This may improve flexibility and price-performance, but depends on partners, power, infrastructure delivery, and financing.

Substantially all committed spend relates to compute and infrastructure, including short-term commitments and leases not yet commenced; substantially all of the remainder after 2030 is expected during 2031–2045. The size and duration of these commitments expose Anthropic to demand-forecasting, execution, capacity-utilization, and financing risks if demand is lower or later than expected.

Anthropic reports that Claude wrote over 90% of codebase contributions in September 2026 and that average daily code contributed per engineer in Q3 2026 exceeded the 2024 average by more than 45 times. It says internal Claude use across research, engineering, sales, and operations supports productivity and model improvement; the value of internal usage rose more than 250 times from January to September 2026. These gains, and continued frontier-model progress, are central to its growth and efficiency plans.

Safety, regulation, and other risks

Anthropic’s strategy depends on continued model improvement, enterprise adoption, and sufficient cost-effective compute. It also identifies risks from misuse, cyberattacks, misalignment, and increasingly autonomous systems. Safety evaluations and release controls may require additional safeguards, restricted access, or delayed releases. Mythos was initially offered in April 2026 as a gated cybersecurity research preview; Anthropic has committed up to $100M to cyber-defense initiatives through Project Glasswing and anticipates at least $1B over five years to build external reviewer capacity with Accenture, with terms not finalized.

The company faces evolving AI, privacy, and export-control rules. U.S. worldwide export restrictions on Fable 5 and Mythos 5 imposed in June 2026 were lifted after safeguards were updated, but renewed restrictions could affect sales, development, hiring, or compute access. In September 2025, Anthropic agreed to a $1.5B settlement in the Bartz copyright class action; the court approved it in July 2026. Other intellectual-property claims remain possible.

A federal-government dispute presents material uncertainty. After U.S. government actions in February 2026 restricted agency use and designated Anthropic a supply-chain risk, the company challenged the actions. A California district court largely ruled for Anthropic in August 2026, finding challenged actions unlawful, but a D.C. Circuit panel in September upheld the separate Section 4713 designation. Anthropic petitioned for rehearing en banc; the outcome remains uncertain and could affect sales to government agencies and customers serving the U.S. military.

Anthropic also contributed 846,840,960 Class N shares—5% of fully diluted shares assuming full conversion of Amazon Notes—to its Public Benefit Fund. The board may, at its discretion, contribute up to an additional 2% of then-outstanding shares at qualifying share-price milestones, creating potential dilution.

Governance structure and investor implications

Anthropic is a Delaware public benefit corporation (PBC). Its board must balance stockholders’ financial interests, the interests of people materially affected by the company, and the Company Purpose. Anthropic says AI safety and societal benefit have generally aligned with long-term commercial success, but balancing those objectives could harm business performance or Class A stock value. Limited Delaware precedent leaves uncertainty about how courts would assess the board’s decisions and may increase litigation risk.

The board will evaluate the company against five mission pillars: AI safety; law and practice; democracy and global stability; prosperity and human flourishing; and broadly shared AI benefits. Anthropic need not use an objective third-party standard; its measures may be qualitative and evolve. It plans to provide stockholders an assessment at least every two years and publish the assessment and supporting research.

Board selection and voting control

The Long-Term Benefit Trust (LTBT), a Delaware noncharitable purpose trust and sole holder of Class T common stock, generally elects and may remove the Class T directors, who comprise a majority of the authorized board. Class T has no economic rights and generally does not vote on stockholder matters other than specified matters, including board elections where applicable and matters required by law. The LTBT does not manage day-to-day operations or strategy, but its board-selection authority gives it substantial influence, including over board consideration of major transactions.

Immediately before the offering, Anthropic expects to issue one Class F share to Founder LLC, initially owned by seven co-founders. Class F carries 50.1% of total voting power, unaffected by future equity issuances or dilution. Founder LLC can therefore control most stockholder votes and elect or remove directors other than Class T directors. If its voting members cannot reach a majority on a vote, Class F generally votes proportionately to Class A votes cast; some matters require a higher founder approval threshold. Benjamin Mann, although described as a co-founder, will not join Founder LLC or participate in Class F voting.

A founder may cease to qualify as a Continuing Founder for reasons including resignation, death or incapacity, cause, or falling below a specified minimum holding—2% of that founder’s and related holders’ Class A holdings at offering completion. If fewer than three Continuing Founders remain for 90 consecutive days, a 450-day transition period begins. Admitting successors after it begins cannot stop 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.

Control varies with the sunset of each class. Before the Class F Sunset Time, Founder LLC controls votes on directors other than Class T directors and other stockholder matters. If Class F sunsets while Class T remains, the LTBT retains authority over a board majority while Class A elects the remaining directors and decides other matters. If Class T sunsets first, Class A and Class F vote together to elect all directors, with Class F’s 50.1% voting power giving Founder LLC control. If neither class remains, Class A holders elect all directors and determine stockholder votes. The Class F Sunset Time, once triggered, cannot be extended, delayed, or waived. Class T sunset is also subject to specified approvals and is not automatic.

Amendments to LTBT terms or Class T rights require heightened approvals. If Trustees support an amendment, it generally requires approval from 80% of authorized board members and 80% of Trustees in office. If Trustees oppose while Class F remains outstanding, founder, Class E and Class A approvals generally apply, with thresholds varying by timing—including a 75% Class E threshold for the more stringent route. If Class F is no longer outstanding and Trustees oppose, approval requires 85% of outstanding Class A shares. Class T may be redeemed for no consideration under the applicable thresholds.

Trust, public-benefit commitments and governance risks

The LTBT is intended to be financially disinterested. It has five authorized Trustee seats, one of which is vacant; Trustees serve annual terms with no term limit, may not directly hold Anthropic securities, and receive compensation not tied to company profits or actions. Each Trustee receives $400,000 annually and Chair Neil Shah receives an additional $25,000. Anthropic paid the LTBT $2.71675 million in FY2023, $0 in FY2024, $906,089 in FY2025 and $8.425213 million in 9M2026. The LTBT is consolidated as a variable interest entity. In August 2026, Anthropic donated $450,000 to CNAS, whose CEO is Trustee Richard Fontaine, for research on AI, competition, security and governance.

Anthropic qualifies as a Nasdaq “controlled company” because the LTBT can elect a board majority. It says it expects not to use most controlled-company exemptions, but its Nominating and Governance Committee will not be entirely independent; the board currently has a majority of independent directors and its audit and compensation committees are entirely independent. The combined founder and trust powers limit ordinary Class A holders’ influence and may reduce protections relative to companies subject to all Nasdaq governance requirements.

Class E shares, to be issued to employees, have limited voting rights on specified LTBT and Class T matters. Employees accrue one share per six months of employment and one share per Class A share pledged through the donation-matching program. Following separation other than for cause, half are redeemed annually; all are redeemed for no consideration upon specified events, including death, incapacity, termination for cause or joining a direct competitor, and when no Class F shares remain outstanding.

Anthropic intends to dedicate a meaningful portion of its resources to public-benefit initiatives, including initial and future public-benefit issuances. Each co-founder has pledged 80% of personal Anthropic equity to philanthropy, and employees may pledge equity awards through the company’s matching program. The structure is designed to protect long-term safety and societal goals from short-term market pressure, but investors face the risk that these priorities—or concentrated founder and LTBT control—may diverge from near-term financial returns.

Leadership and board structure

As of October 31, 2026, Anthropic’s executive leadership included co-founders Dario Amodei, CEO, and Daniela Amodei, President and board Chairperson; they are siblings. CFO Krishna Rao has held that role since April 2024. The board had six directors before the offering and is authorized to expand to seven upon completion.

Voting control will be concentrated in LTBT, the sole holder of Class T common stock, which will generally elect and remove four of seven directors, including one initially vacant seat. Class A and Class F holders voting together will elect the other three, initially Dario Amodei, Daniela Amodei, and Yasmin Razavi. The existing voting agreement and director-election provisions will be replaced in connection with the offering. Public Class A investors will therefore have limited influence over board composition, and Anthropic will qualify as a Nasdaq “controlled company.” The company expects to use the controlled-company exemption only for its Nominating and Corporate Governance Committee (NGC), which will not be entirely independent.

Four current non-employee directors—Reed Hastings, Christopher Liddell, Vas Narasimhan, and Razavi—were determined independent under Nasdaq standards. Hastings is Lead Independent Director. The audit and compensation committees currently consist entirely of independent directors. The audit committee has Liddell and Hastings as members, with one vacancy; Anthropic expects to 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 audit committee financial experts. The board also has an NGC and a safety and risk committee.

Before the “Class F Sunset Time,” directors will serve annual terms and the board will not be classified. Thereafter, the board will be divided into three approximately equal classes with staggered three-year terms; there is no limit on director terms. While Class F or Class T remains outstanding, stockholders may act by written consent on certain matters, including director elections and removals. Anthropic expects to hold annual meetings and solicit Class A votes on relevant matters.

The NGC consists of one Class T director and two non-Class T directors; Hastings and Razavi are independent. It has notice and consultation rights regarding certain LTBT/Founder LLC director and Trustee nominations or removals, and concurrence rights regarding the Specified Class T Director. If it does not concur within 15 days, the matter may be referred to Class E stockholders, requiring a majority of votes cast with a quorum of a majority of outstanding Class E shares. These procedures are described as promoting collaboration, not giving the board substantive power to restrict LTBT’s director choices.

The two-member safety and risk committee, composed of independent directors Liddell and Narasimhan, oversees AI-model safety and security controls and other material risks, including legal, regulatory, cybersecurity, privacy, and compliance matters. The compensation committee oversees executive compensation, compensation plans, employment and severance arrangements, and broad-based employee benefits. Committee charters are to take effect before the offering is completed.

Director compensation

For 2025, non-employee director Jay Kreps received $200,000 in cash fees; the other listed directors received no director compensation. No non-employee director had outstanding equity awards as of December 31, 2025. Hastings and Razavi, and employee directors Dario and Daniela Amodei, received no compensation for director service. Kreps resigned in May 2026; Liddell and Narasimhan joined the board in February and April 2026, respectively.

In September 2026, the board adopted and stockholders approved a formal non-employee director compensation policy, effective immediately before the registration statement becomes effective. Annual cash fees include $100,000 for board service; an additional $75,000 for a non-executive chair or $60,000 for a lead independent director; audit committee fees of $40,000 for the chair and $20,000 for members; compensation committee fees of $30,000 for the chair and $15,000 for members; and NGC fees of $30,000 for the chair and $15,000 for members. Chairs receive the chair fee instead of the member fee, and cash is paid quarterly in arrears.

Beginning with the 2027 annual meeting, each non-employee director will receive an annual RSU award valued at $325,000, generally vesting in four quarterly installments and fully vesting immediately before the next annual meeting, subject to continued service. New non-employee directors will receive a $400,000 initial RSU award plus a prorated annual award based on full months in the applicable service period. Initial awards vest over time, with 12.5% vesting at six months and the balance in 14 quarterly installments. Policy awards fully vest upon a change in control if the director remains a non-employee director through that date. Award values are converted to shares using the company’s then-current equity grant methodology.

Executive compensation

Anthropic said its 2025 compensation program targeted the 90th percentile of the AI-development market, using role-, level- and location-specific data and reviews twice a year. The seven co-founders receive equal compensation; among the named executive officers (NEOs), only CEO Dario Amodei and President Daniela Amodei are co-founders. CFO Krishna Rao’s pay was set using market data and internal parity for non-founder senior leaders. Most NEO target direct compensation is intended to come from multi-year equity incentives.

The co-founders’ annual base salaries rose from $600,000 to $700,000 effective June 16, 2025. Rao’s annual salary rose from $700,000 to $850,000 effective December 16; his reported 2025 salary was $706,250.

On June 12, each co-founder received 992,500 options with a $2.38 exercise price and 1,717,000 RSUs. The awards’ grant-date fair values were $4.0286M for the options and $9.2649M for the RSUs; these are ASC 718 accounting values, not realized proceeds. Options vest monthly over one year, subject to continued service. RSUs require both service vesting—beginning February 20, 2026, with quarterly installments—and effectiveness of the IPO registration statement.

The co-founders’ other compensation included substantial security-related benefits: $2.7459M for Dario and $1.2936M for Daniela. Each also had $1.1531M reported for the spread on shares repurchased in the June 2025 tender offer; Dario’s reported other compensation additionally included $97,055 for personal air travel required by his security program. The board cited independent security studies, increased media attention and heightened business-related risks in approving personal and family protection, home security and private car/driver services. Anthropic characterizes these measures as supporting executive safety and business continuity, while acknowledging they may be treated as perquisites. No other NEO received personal-security expenses in 2025.

Equity holdings and subsequent compensation

During 2025, each co-founder had 5,058,340 shares vest and realized $12.0136M; Rao exercised options for 76,980 shares and realized $385,285. Rao’s 2024 offer letter also included options for 14,000,000 Class A shares, vesting 25% after 12 months and the balance monthly over the following 36 months, subject to continued service.

After year-end, co-founder annual salaries increased to $915,000 effective January 16, 2026, and then to $1.38M effective July 1; Rao’s rose to $1.25M effective February 1. On February 20, 2026, each co-founder received 1,431,490 options and 2,374,010 RSUs; 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 require service vesting and effectiveness of the IPO registration statement. Each co-founder received a further 537,430 performance- and service-conditioned RSUs on July 15, 2026.

Severance, governance and equity plans

In 2025, Rao’s offer letter provided, subject to conditions, six months of base salary, up to six months of COBRA premiums and acceleration of one-eighth of his options upon termination without cause or resignation for good reason. A qualifying termination connected with a change of control could accelerate all then-unvested equity. Using the December 31, 2025 fair-market value of $17.66 per share, a hypothetical qualifying termination then would have produced $29.0676M of benefits, including $425,000 cash severance, $28.6265M accelerated equity and $16,079 health coverage. For a qualifying change-of-control termination, estimated benefits were $134.0315M, including $133.5904M in accelerated equity. These equity estimates use the $17.66 share value less Rao’s $1.30 exercise price. The co-founders had no 2025 severance eligibility.

Agreements entered into in October 2026 provide, after qualifying termination and subject to conditions, 24 months of then-current base salary for each co-founder or 12 months for Rao, 12 months of COBRA premiums and 12 months of accelerated time-based equity vesting. Rao retained his change-of-control acceleration benefit. In October 2026, Anthropic also paid $2.5M in HSR filing fees for each co-founder in connection with their acquisition and holding of company securities, citing regulatory compliance, retention and long-term alignment. It began providing security services to Rao and commissioned an independent security assessment.

The 2026 Equity Incentive Plan, adopted September 1 and approved October 22, 2026, is to take effect immediately before the registration statement becomes effective; the 2021 Plan will stop accepting new grants at that point, though existing awards remain governed by their terms. The 2026 reserve is scheduled to increase annually from fiscal 2027 through fiscal 2036 by the lesser of 5% of common shares outstanding on an as-converted basis or a lower amount set by the board. Eligible expired, forfeited, withheld or repurchased shares generally recycle into the reserve. The plan permits options, stock appreciation rights, restricted stock, RSUs and stock bonuses, and gives the committee broad authority over vesting, amendments and award exchanges, including repricing. In corporate transactions, awards may be assumed, substituted, cashed out, accelerated or cancelled, potentially for no consideration. Non-employee director compensation is capped at $1.0M per fiscal year, or $2.0M in a director’s first service year.

The 2026 Employee Stock Purchase Plan (ESPP), also approved October 22, is scheduled to take effect the day before registration-statement effectiveness. Its reserve is set to increase annually from fiscal 2027 through fiscal 2036 by the lesser of 1% of as-converted common shares outstanding or a lower board-set amount. Purchase periods may last up to 27 months; shares cost at least 85% of the lower fair market value on the offering or purchase date. For the Section 423 component, employee contributions are capped at 15% of earnings and purchases are subject to the $25,000 annual statutory limit. These discounts and automatic reserve increases create potential dilution.

Other safeguards include a clawback policy, effective upon registration-statement effectiveness, covering excess incentive compensation over the applicable three-year lookback when a qualifying restatement is required; insider-trading restrictions and quarterly blackouts; and prohibitions on hedging and generally on pledging company securities. Anthropic states it has no fixed-term employment agreements, guaranteed equity grants, single-trigger change-of-control benefits, excise-tax gross-ups or executive-only pension plans. Its board retains discretion to award compensation that is not deductible under the Section 162(m) $1M limit.

Related-party transactions and governance

The company reports related-party transactions since January 1, 2023, generally those exceeding $120,000.

Preferred-stock financings

Director Yasmin Razavi is a managing member of general partners of the participating Spark funds. The company states that the financing terms were comparable to arm’s-length terms.

Tender offers and insider compensation

Karnofsky, Daniela Amodei’s spouse, has been employed by the company since January 2025. His 2025 cash compensation was $430,213; the filing leaves his 2026-to-date cash compensation blank. He received options covering 179,500 Class A shares and RSUs covering 761,700 shares. The company says his compensation and benefits were comparable to those of employees with similar roles and experience.

Long-Term Benefit Trust and governance arrangements

The company funds the Long-Term Benefit Trust (LTBT), which holds all Class T common stock and is consolidated as a variable interest entity.

The 9M 2026 payment was substantially higher than payments in the prior reported years. Before the offering, the company will enter into a Stockholders’ Agreement with the LTBT and Founder LLC covering board composition, nominations, and removal; the entities will vote to implement its provisions. While Class T remains outstanding, certain actions require advance notice to the LTBT, which may be waived. These include liquidation, transfer of control of an AI model exceeding board-set capability thresholds, a sale of at least 50% of voting power or economic interests, and insolvency proceedings. The company also agrees to reimburse or advance reasonable documented expenses and indemnify the LTBT, Founder LLC, and related persons. It expects to reimburse Founder LLC for legal fees related to governance structuring, but the amount is left blank.

Existing right-of-first-refusal/co-sale and voting agreements involving the Amodeis and Spark-affiliated entities, as well as the company’s right of first refusal over proposed stockholder sales, terminate upon completion of the offering. Termination of the voting agreement ends its special director-election and designation rights. Under separate irrevocable proxy agreements, Dario Amodei may vote shares held by two donor-advised funds in his sole discretion; each fund holds less than 5% of any voting class. Shares donated by the CEO and his family are excluded from the proxy’s covered shares.

Indemnification and related-party oversight

The company expects to adopt charter and bylaw provisions limiting monetary liability of directors and certain officers to the fullest extent permitted by Delaware law, subject to specified exceptions, and to indemnify and advance expenses to directors and officers. It has or will enter into potentially broader indemnification agreements and maintains directors’ and officers’ insurance. The company cautions that these protections could discourage fiduciary-duty or derivative litigation and leave it responsible for settlement and damage costs; future claims and costs are unpredictable.

After the offering, the audit committee will review and approve or disapprove related-person transactions exceeding $120,000 in which a related person has a material interest.

Principal and selling stockholders

The ownership information is as of September 30, 2026 and reflects the Preferred Stock Conversion, Convertible Notes Conversion, Initial Public Benefit Issuance and RSU Settlement. Post-offering figures assume the underwriters’ option is not exercised. Beneficial-ownership calculations include certain options exercisable within 60 days and qualifying RSUs for the individual holder, but do not include those securities in the calculations for other holders.

Founder ownership

The co-founders each beneficially own roughly 240–244 million Class A shares. Their holdings include shares held directly or through trusts and, where applicable, options exercisable within 60 days and qualifying RSUs.

Dario Amodei’s total includes 4,621,120 shares subject to voting proxies over donor-advised-fund shares.

Executive and director group; selected other holders

The seven-person group total includes the founders and should not be added to their individual holdings. Yasmin Razavi reports no personal shares and disclaims beneficial ownership of shares held by Spark Capital entities.

Voting and board control

The offering-related issuance of one Class F share to Founder LLC gives that share a fixed 50.1% of total voting power on matters submitted generally to stockholders. Class A holders collectively have 49.9% of voting power; accordingly, each holder’s voting power is reduced to 49.9% of the percentage otherwise shown.

The seven co-founders are expected to enter into a Founder LLC agreement under which they collectively determine the Class F vote, with each Continuing Founder entitled to one vote. Each co-founder retains discretion over their own Class A votes.

Board composition is governed by a separate mechanism. The Long-Term Benefit Trust holds one Class T share, generally without voting rights on ordinary stockholder matters, but with authority to elect and remove the Class T directors, who together constitute a majority of authorized board members. Thus, ordinary Class A holders have limited influence over both stockholder votes and board composition, through distinct control arrangements.

The ownership table presents pre- and post-offering information, but the supplied excerpt does not include most post-offering share counts, ownership percentages, or amounts offered for sale.

Capital stock and potential dilution

Immediately before the offering, the company expects to adopt an amended and restated certificate of incorporation and bylaws. Its authorized capital will total 460,000,000,002 shares, all with a $0.00001 par value:

Class A and Class N are the participating common stock. They share pro rata in dividends, if declared, and liquidation distributions; Class N generally has no voting rights and converts one-for-one into Class A in specified circumstances, including certain sales and transfers.

Outstanding equity awards represent substantial potential dilution:

The options had a weighted-average exercise price of $2.91 per share.

Control and governance

The share classes separate economic participation from voting control. The single Class F share, issued to Founder LLC, carries votes equal to 50.1% of total voting power on general matters, including election of directors other than Class T directors. The seven co-founders initially serve as Continuing Founders in Founder LLC and generally determine how it votes Class F by majority decision. If they cannot agree on general matters, Class F generally votes proportionately to votes cast by Class A, subject to a quorum. Founder LLC does not control the founders’ separately held Class A shares.

The single Class T share, issued to LTBT, gives its holder the right to elect and remove Class T directors. Those directors constitute a majority of authorized board seats while Class T remains outstanding before its sunset. Class T has no general stockholder voting rights, but has specified class-level protections, including on matters affecting Class F rights and Class E redemption. Its transfer and redemption are subject to specified approval thresholds.

As a result, LTBT generally controls a board majority before the Class T sunset, while Founder LLC is expected to control general stockholder votes for the foreseeable future. Class A holders generally cannot change those outcomes. Before the Class F sunset, the board must have an odd number of directors, and changing its size requires approval of 80% of authorized directors. Class T director vacancies are filled by the Class T holder; other vacancies are subject to Founder LLC recommendation or joint Class A/Class F voting. These provisions, together with advance-notice requirements and restrictions on who may call special meetings, constrain stockholders’ ability to change board control.

The sunsets are conditional rather than simple time-based expirations. The Class T sunset requires approval under the Trust Amendment Threshold and cannot be extended, delayed, or waived once triggered. A Class F Transition Period begins if fewer than three Continuing Founders remain for 90 consecutive days and lasts 450 days. If it ends without the trigger being cured, outstanding Class F and Class E shares are redeemed for no consideration and specified governance changes take effect. Founder status is subject to conditions that include retaining at least 2% of the Class A shares held by the founder and related holders at offering completion, measured on a record date.

After the Class F sunset, if Class T remains outstanding, LTBT continues to elect and remove Class T directors, while Class A holders elect the remaining directors and vote on other general matters. If Class T remains after the Class F sunset, the board becomes classified into three approximately equal classes with staggered three-year terms; before that sunset, directors serve annual terms. Once neither Class T nor Class F remains, Class A holders control director elections and other stockholder votes. After both sunsets, stockholders act only at meetings, not by written consent.

Class E, intended for employees other than co-founders, has one vote per share only on specified matters, no dividend rights, and limited transferability. On separation other than for cause, half of an employee’s outstanding Class E shares are redeemed for no consideration annually; all are redeemed on death, incapacity, termination for cause, or joining a direct competitor. In liquidation, Class A and Class N, along with any participating preferred stock, share ratably after liabilities and applicable preferences; Class T, Class F, and Class E receive only par value. Dividends may be declared on Class A and Class N, subject to preferred-stock rights.

Other investor considerations

The board may issue up to 30 billion preferred shares without a stockholder vote, with approval from 80% of authorized directors and, before the Class F sunset, Founder LLC consent. The company has no current plan to issue preferred stock, but such shares could carry voting or conversion rights that dilute Class A voting power, affect common-stock rights, or impede a change in control.

Certain holders have demand, piggyback, and Form S-3 registration rights. Demand rights begin six months after the offering becomes effective, require an offering of at least $200 million, and are limited to two registrations; Form S-3 requests generally require at least $2 million and are subject to limits and company deferral rights. Google’s May 2026 agreement provides a demand registration during the year after effectiveness and, once the company is Form S-3 eligible, registration within 60 days of each quarterly closing under the Google 2026 NPA while Google holds registrable shares. Broadcom’s June 2026 agreement covers shares issuable on conversion of notes under the Infrastructure Partner 2026 NPA and provides for resale registration and potential offerings, generally subject to a $500 million minimum; no notes had been issued under that NPA as of the prospectus date.

Delaware’s Section 203 restrictions on business combinations with an interested stockholder owning at least 15% apply only after both sunset times. The charter and bylaws also include change-of-control protections and specify forums for most stockholder claims. The company applied to list Class A common stock on the Nasdaq Global Select Market under ANT.

Shares Eligible for Future Sale

ANT had no public market for its Class A common stock before the offering. The filing warns that sales—or expectations of future sales—when contractual resale restrictions expire could put downward pressure on the stock price and impair the company’s ability to raise equity. The excerpt’s post-offering share counts and percentages for shares outstanding and scheduled releases are blank, so the potential increase in tradable supply and its scale cannot be quantified.

Lock-ups and potential supply

Most directors, officers and stockholders are subject to lock-ups or market-standoff agreements. Restrictions expire in stages: some holders are restricted for up to 180 days, while certain holders, including the seven co-founders, are restricted for up to 365 days. The schedule includes staggered releases around the FY2026 and Q1, Q2 and Q3 FY2027 earnings releases. Certain 180-day cohorts may be released in connection with the Q1 FY2027 earnings release, and 365-day cohorts in connection with the Q3 FY2027 release. These expirations could create successive waves of shares eligible for sale.

Additional potential supply includes Class N shares, which are unlisted and unregistered but automatically convert into Class A shares upon qualifying transfers. Class N shares may also be issued through preferred-stock and convertible-note conversions, public-benefit issuances, donation matching, and certain post-IPO note or NPA-related transactions and contractual rights. Some Class N holders have registration rights that could enable sales of large blocks after applicable lock-ups expire.

ANT intends to file Form S-8 registration statements promptly after the offering covering outstanding and reserved RSUs and options under its equity plans and employee stock purchase plan, as well as resale of certain shares previously issued under those plans. Registered shares may become publicly saleable, subject to vesting, lock-ups and applicable restrictions on affiliates.

Resale rules

Under Rule 144, non-affiliates generally may resell qualifying restricted shares after six months, subject to public-information requirements; after one year, the stated Rule 144 requirements no longer apply. Affiliates are subject to a three-month sale limit equal to the greater of 1% of outstanding Class A shares or average weekly trading volume over the preceding four weeks, as well as other conditions. Rule 701 sales are generally unavailable until 90 days after the prospectus.

Investor takeaway: Near-term tradable supply is contractually constrained, but staged lock-up expirations, equity-plan registrations, Class N conversions and issuance, and registration rights create a material potential share-supply overhang. The excerpt does not provide the share counts needed to estimate its size.

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

This disclosure describes potential U.S. federal income tax treatment for qualifying non-U.S. holders acquiring ANT Class A common stock in the offering. It excludes certain special investor categories and generally does not address state, local, non-U.S., or non-income tax consequences. Tax rules may change, potentially with retroactive effect; investors should consult tax advisers about their circumstances and treaty eligibility.

• Dividends: Generally subject to 30% U.S. withholding on the gross distribution, unless a lower treaty rate applies and the holder provides the required IRS Form W-8 documentation. Distributions exceeding current and accumulated earnings and profits generally reduce the holder’s tax basis first; any excess is treated as gain from a disposition. Dividends effectively connected with a U.S. trade or business are generally exempt from withholding when properly documented, but are taxable on a U.S. return at rates applicable to U.S. persons. Corporate holders may also owe branch profits tax of up to 30%, subject to treaty relief.
• Sale of shares: Non-U.S. holders generally are not subject to U.S. federal income tax on gains unless the gain is effectively connected with a U.S. trade or business, an individual holder meets the 183-day U.S. presence test and other conditions, or the shares are treated as a U.S. real property interest under the U.S. real property holding corporation (USRPHC) rules. ANT believes it is not, and will not become, a USRPHC, but gives no assurance. If ANT were a USRPHC, the stated rule generally applies to a holder of regularly traded shares only if the holder owned more than 5% during the relevant period. Effectively connected gains are generally taxed at graduated rates, with a possible branch profits tax of up to 30% for corporate holders. Individuals meeting the 183-day test are generally taxed at 30% or a lower applicable treaty rate.
• Information reporting and backup withholding: Dividend and sale-proceeds payments may be subject to information reporting and 24% backup withholding unless the holder certifies non-U.S. status or establishes another exemption. Backup withholding is creditable against the holder’s tax liability and is not an additional tax.
• FATCA: Generally imposes 30% withholding on dividends paid to certain foreign financial institutions and non-financial foreign entities unless applicable compliance, ownership-reporting, or exemption requirements are met. Although FATCA provisions refer to gross sale proceeds, proposed Treasury regulations provide that those proceeds are not subject to FATCA withholding; taxpayers may rely on the proposed regulations until final regulations are issued. An applicable intergovernmental agreement may modify the requirements.

IPO structure and distribution

Goldman Sachs and Morgan Stanley represent a 22-bank underwriting syndicate. The underwriters are committed to purchase all offered shares if any are purchased, excluding shares available under the 30-day over-allotment option. The IPO price remains to be negotiated among the company, selling stockholders and underwriter representatives. The company has applied to list its Class A common stock on the Nasdaq Global Select Market under “ANT”; no public market existed before the offering.

Some shares are expected to be allocated to retail investors through Charles Schwab, Fidelity, Robinhood, Trade-PMR, SoFi and ETRADE, at the IPO price. ETRADE is affiliated with Morgan Stanley. Underwriters do not expect discretionary-account sales to exceed 5% of the Class A shares offered.

Lock-ups and potential share supply

Directors, officers, and holders of substantially all capital stock and convertible or exercisable securities are generally subject to 180-day market standoffs. The company’s separate lock-up generally restricts covered equity issuance and transfers until the earlier of the second full trading day after release of results for the quarter ended March 31, 2027, or the 180th day after the prospectus. Exceptions allow certain equity-award, employee-plan, conversion, financing, charitable, acquisition and strategic-transaction activity.

The lock-up provisions permit staged releases before the general end date, creating potential sources of post-IPO share supply:

• Non-founder directors, officers and certain current or former employees and consultants: may generally transfer up to 10% of locked shares beginning on the first trading day after listing, and an additional 35% after FY2026 results.
• Certain other stockholders: may release up to 6.0% on each of days 27 and 48 after the prospectus, an additional 7.0% on each of days 62 and 76, 12.5% after FY2026 results, and 9.5% in tranches on days 13, 27, 41, 55 and 69 after those results.
• Holders of more than 0.5% of pre-offering fully diluted shares: generally remain locked until the earlier of the second full trading day after Q3 2027 results or day 365. Their staged releases include allowances tied to FY2026 results and additional releases tied to Q1 and Q2 2027 results, including tranches after those releases.
• Co-founders: shares not sold in the offering generally remain locked until the earlier of the Q3 2027 results trigger or day 365; founders and specified signatories may transfer up to 29% of their allocated locked shares at the earlier Q1 2027 results trigger or day 180.

Underwriter representatives may waive lock-ups in whole or in part; in some cases, a waiver also triggers pro rata releases for other holders. Other permitted transfers include specified gifts, qualifying Rule 10b5-1 plans, certain change-of-control transactions and cash exercises of awards, with resulting shares generally remaining locked.

Trading, international distribution and conflicts

Morgan Stanley may act as stabilization agent. Underwriters may create short positions, bid for or buy shares to support the market price, and discontinue these activities at any time; stabilization could keep the trading price above independently determined levels or slow a decline. International offerings are planned across multiple jurisdictions, with shares reallocated if an international jurisdiction is terminated, so that termination is not expected to change the total offering size.

Distribution and resale are restricted in many foreign markets, generally to qualified, professional, institutional or otherwise exempt investors. Conditions vary: examples include South Africa’s ZAR 1 million minimum acquisition cost under one exemption, Singapore’s institutional- or accredited-investor routes, Qatar’s limitation to a specifically intended recipient, and UK restrictions to “Relevant Persons,” with no admission to a UK regulated market. These requirements can constrain eligible investors, distribution and resale flexibility.

Underwriters and affiliates have existing and potential business relationships with the company, including agency and arranger roles under its A&R Credit Agreement. They may provide further services, trade or hold the company’s securities, or take positions for themselves or clients, creating potential conflicts of interest.

Legal Matters

Wilson Sonsini Goodrich & Rosati, P.C. will provide the opinion on the validity of the offered Class A common shares. Certain of its members, investment partnerships, and associated persons own, directly or indirectly, less than 0.01% of the company’s outstanding capital stock. Freshfields US LLP represents the underwriters on certain legal matters; Orrick, Herrington & Sutcliffe LLP advised the company on executive compensation and equity matters. The LTBT’s principal legal counsel, John Morley, and Cleary Gottlieb Steen & Hamilton LLP advised the LTBT on governance matters, while Cravath, Swaine & Moore LLP advised the co-founders on governance matters.

Change in Independent Accountant

On October 30, 2025, the board ratified Ernst & Young LLP’s appointment as auditor for the year ending December 31, 2025, and Grant Thornton LLP’s dismissal. Grant Thornton’s audit reports on the 2023 and 2024 consolidated financial statements were unqualified, with no adverse opinion or disclaimer.

The company reported no disagreements with Grant Thornton and no reportable events during 2023, 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.

Grant Thornton LLP audited Anthropic, PBC’s consolidated financial statements for 2023 and 2024, including the statements as of December 31, 2024. Ernst & Young LLP audited the consolidated financial statements as of and for the year ended December 31, 2025, reflecting a change in auditor for the 2025 annual period. The section does not state why the auditor changed and reports no audit qualifications or control issues.

Anthropic filed an SEC Form S-1 registration statement covering the offered Class A common stock. The prospectus is incomplete and directs investors to the registration statement and its exhibits for complete information, including filed contracts.

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

Anthropic, PBC — financial statements and key developments

Results — nine months ended September 30

Revenue grew about 1,206% year over year, reaching $33.242 billion in nine months—well above FY2025 revenue of $4.585 billion. Consumption-based revenue was $26.306 billion (from $2.125 billion) and subscription revenue was $6.936 billion (from $420 million). Operating expenses rose sharply as the company expanded compute, research, personnel, and sales capacity. The 9M 2025 comparison included a $1.500 billion Bartz settlement charge; there was no comparable charge in 9M 2026.

The operating improvement did not translate into reported net profitability. The 9M 2026 net loss included a $94.324 billion loss from fair-value changes in convertible notes, derivative liabilities and SAFEs, as well as $10.397 billion of other expense; interest income was $2.359 billion. Convertible-note valuations are Level 3 estimates that depend on assumptions about financing, development, market transactions and the likelihood of an IPO. The auditor highlighted this valuation as a critical audit matter. Anthropic operates as one reportable segment, with the CODM using consolidated net loss to assess performance and allocate resources.

Cash flow and balance sheet

Operating cash flow benefited substantially from noncash fair-value add-backs and $3.255 billion of stock-based compensation; it also reflected a $7.076 billion cash use from accounts receivable. Net accounts receivable reached $7.9 billion, with a $109 million credit-loss allowance. One customer represented 13% of receivables; cloud-provider marketplaces generated 44% of 9M 2026 revenue and represented 52% of net receivables.

Cash, cash equivalents and restricted cash rose to $98.152 billion, supported by $110.735 billion of financing cash flow, principally $110.432 billion of net preferred-stock proceeds. Investing cash outflow was $36.546 billion, including $40.318 billion of short-term investment purchases. At September 30, liquid investments had $126.779 billion of combined fair value. The company also had $2.590 billion of restricted cash.

Demand, infrastructure and financing

Deferred revenue increased to $1.971 billion from $269 million. Remaining performance obligations were $13.8 billion, approximately 75% expected to be recognized in the following 12 months, subject to customer usage and contractual performance.

Anthropic’s infrastructure buildout brings substantial long-term commitments and execution risk. Estimated undiscounted obligations for leases not yet commenced rose to $451.2 billion from $50.2 billion at year-end 2025; expected fixed or minimum-guaranteed compute and infrastructure commitments were approximately $313.8 billion. Agreements generally extend from under one year to 20 years, and some are conditional or terminable. Separately, post-September arrangements carried approximately $100 billion of aggregate future minimum payment obligations. Net property and equipment increased to $3.061 billion from $146 million, including $2.216 billion of servers, networking and infrastructure equipment and $877 million of construction in progress. Consolidated compute/infrastructure VIEs had $2.7 billion of assets and $2.8 billion of liabilities; certain creditors have recourse to Anthropic under guarantees.

Nine-month preferred-stock financings provided approximately $110.4 billion gross. Preferred shares outstanding reached 853.394 million, with $157.510 billion carrying value and $136.286 billion liquidation preference. Convertible notes are carried at fair value, making earnings highly sensitive to valuation changes. The amended $15.0 billion secured revolving facility was undrawn; the minimum liquidity covenant increases to $5.0 billion beginning in the quarter ending December 31, 2026. Financing agreements include additional conditional capacity, but also potential dilution and cash-repayment exposure.

Compensation, legal and other risks

Stock-based compensation increased to $3.255 billion from $584 million. At September 30, options outstanding were 1.774 billion, with $119.103 billion aggregate intrinsic value, and RSUs outstanding were 1.128 billion. No RSU expense had been recognized because the required performance event was not considered probable; if it became probable, cumulative RSU expense would have been $8.2 billion. Potentially dilutive securities excluded from diluted shares as anti-dilutive totaled 12.217 billion. The company issued 30.6 million Class N shares to settle donation-matching obligations and recognized $2.1 billion of related expense in 9M 2026.

The $1.5 billion Bartz copyright settlement, approved in July 2026, included $300 million paid in FY2025; a $450 million current liability remained at September 30, 2026. Other copyright, consumer-protection, privacy and product-safety proceedings could also materially affect results, although losses are not quantified. Government actions restricting use of Anthropic’s models and designating it a Supply-Chain Risk to National Security create uncertainty around government access and revenue; court rulings have conflicted, and the matter remained unresolved. The auditor issued an unmodified financial-statement opinion but did not audit internal-control effectiveness.