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

Proposed offering and proceeds

Anthropic, PBC’s November 10, 2026 Amendment No. 2 to Form S-1 describes a proposed IPO of Class A common stock. The offering price, final proceeds, and closing date had not been determined.

Anthropic’s estimated gross IPO proceeds are before underwriting discounts and expenses. No prior public market exists for its shares. Anthropic applied to list its Class A shares on the Nasdaq Global Select Market under the symbol ANT.

Concurrent strategic private placement

Subject to completion of the IPO and other conditions, AMD, Broadcom, Google, Micron, Microsoft, NVIDIA, and TSMC Partners have severally agreed to purchase Class N shares at the IPO price, for an expected $26.0 billion in additional proceeds to Anthropic. Google’s investment will fund part of its previously committed obligations.

The Class N shares are unregistered in the IPO and are restricted securities; they are not subject to the underwriters’ lock-ups, and the underwriters receive no commission on the placement. In addition, board members and affiliated entities have expressed nonbinding interest in purchasing up to $303 million of IPO shares.

Governance and investor considerations

Anthropic is a Delaware public benefit corporation. Its charter states a purpose of responsibly developing and maintaining advanced AI for humanity’s long-term benefit.

Voting control is divided among several share classes and governance arrangements:

• The Long-Term Benefit Trust (LTBT) generally controls the election and removal of Class T directors, who will make up a majority of the board.
• A single Class F share held by a founder-controlled LLC carries 50.1% of the total voting power on matters submitted generally to stockholders, including the election of directors other than Class T directors.
• Class A shares have one vote per share. Class N shares, held primarily by strategic partners, are generally nonvoting and generally convert to Class A if transferred to an unaffiliated third party.
• Class E shares, to be issued to employees other than founders, vote only on limited matters.
• Class T and Class F have no economic rights; Class E also has no economic rights.

Anthropic states that it will be a Nasdaq “controlled company.” The structure gives founders and the LTBT substantial influence over governance and limits the influence of public Class A holders. The public benefit corporation mandate also requires Anthropic to balance stockholder interests with the interests of other affected parties and its stated public benefit.

The proposed financing is exceptionally large: the strategic private placement is in addition to the IPO, and both remain subject to closing conditions. This section provides no operating results or balance-sheet metrics.

Select Defined Terms

This section defines operating metrics and terminology used elsewhere in the prospectus; it reports no financial results, balance-sheet data, or period-over-period changes.

Revenue and customer metrics

• Pay-for-intelligence (consumption) revenue is usage-based: customers are charged for metered token consumption at prices determined by the model selected.
• Run-Rate Revenue is an estimated annualized operating metric, not GAAP revenue. It is calculated as trailing 28-day consumption fees multiplied by 13, plus aggregate monthly subscription fees multiplied by 12.
• A customer is a prosumer or organization using the company’s models, platform, or applications. Counts of customers generating at least $100,000, $1 million, or $10 million of trailing-twelve-month (TTM) revenue are based on revenue during the trailing 12 months. Organizations are identified by aggregating accounts using internal records and available data.
• The company does not separately define or track “enterprise” customers. It uses customers with at least $100,000 of TTM revenue as a proxy for enterprise adoption and engagement with Claude.
• Net Revenue Retention (NRR) is qualified customers’ current-period revenue divided by their base-period revenue. Both periods are three months; the base period is the three months ending one year before the measurement date. Qualified customers had at least $1 of revenue in the base period. Claude Pro, Max, and Ultra subscribers are excluded because fixed-price subscriptions do not reflect the expansion and contraction behavior NRR is intended to measure.

Business and technology

The prospectus describes the business as developing frontier AI/SI models, APIs, applications, and enterprise deployments. Applied AI refers to customer-specific solutions and workflows developed with enterprise teams and forward-deployed engineers. Closing the loop describes successive models assisting in the development of later models, with the aim of compounding capability gains.

Training and running models require compute, including accelerators, memory, networking, storage, and power in data centers or other physical environments. Accelerators are specialized for these workloads; algorithmic compute multipliers seek to produce more effective output from a given amount of compute. Cloud service providers (CSPs) supply infrastructure and can also distribute AI products; the filing characterizes the largest CSPs as globally scaled and the market as concentrated.

Model use, safety, and product concepts

• Inference is the generation of outputs from trained models, and usage is measured in tokens.
• Agentic AI can plan and execute actions with varying degrees of autonomy, including through tools. Multi-agent orchestration coordinates agents working on shared tasks.
• Hallucinations are confident but incorrect or fabricated outputs. Models may also be exposed to prompt-injection attacks through content they process.
• Defined safety and reliability concepts include Constitutional AI, post-training and reinforcement learning, and interpretability research.
• Model weights are identified as a primary intellectual asset, representing accumulated investment in compute, data, and research. Open-weight models are models whose weights are publicly released, subject to license terms.

The definitions section provides no quantified business performance, strategy, or risk exposure.

Business, growth and strategy

Anthropic sells Claude models, the Claude Platform and applications, including Claude Code for software development and Claude Cowork for broader knowledge work. Claude revenue reached $17.0 billion in the three months ended September 30, 2026, from $0 at commercial launch in Q1 2023; the company describes this as unusually rapid enterprise adoption. As of September 30, 2026, more than 11,900 customers generated at least $100,000 of trailing-12-month revenue, more than 1,900 generated at least $1 million, and approximately 250 generated at least $10 million. Net revenue retention was approximately 900%.

Anthropic distributes Claude directly and through AWS, Google Cloud and Microsoft Azure, as well as systems integrators, consultants and data platforms. It says direct customer contracts allow it to set pricing and retain customer relationships while paying cloud providers for services. Its September 2026 move to combine Cowork and Claude.ai is intended to help users shift from conversational queries to multi-step tasks; Cowork’s adoption at its comparable early stage had outpaced Claude Code’s.

The company reports 1,127% year-over-year revenue growth for the three months ended September 30, 2026, versus 382% growth in compute and infrastructure expenses. It attributes customer usage growth in part to Opus 5.5 reducing cost per task by approximately 40% versus Opus 5. Trailing-12-month revenue per employee exceeded $6.6 million at September 30, 2026, compared with $1.4 million a year earlier. Anthropic describes a reinforcing cycle: customer feedback informs model development, while revenue supports further investment in compute, research and talent. It also uses Claude in research, training, testing, evaluations, safety audits and coding for future models.

Financial performance

Despite the sharp rise in expenses, the operating loss narrowed in 9M2026. The much larger GAAP net loss primarily reflects a $94.324 billion adverse fair-value change in convertible notes, derivative liabilities and SAFEs, mainly from valuation increases; the comparable charge was $20.107 billion in 9M2025. Interest income was $2.359 billion, compared with $239 million.

These non-GAAP measures differ sharply from GAAP results, which include large fair-value charges and stock-based compensation. Stock-based compensation was $3.3 billion in 9M2026 versus $591 million in 9M2025; FY2025 expense was $1.2 billion, versus $192 million in FY2024 and $29 million in FY2023. At September 30, 2026, unrecognized compensation was $24.1 billion for RSUs whose service conditions remained unsatisfied (expected recognition over about 2.0 years) and $2.1 billion for other awards (about 1.4 years).

Capital, financing and dilution

As of September 30, 2026, Anthropic reported $141.1 billion of aggregate capital raised, $95.6 billion of cash and cash equivalents, and $36.3 billion of short-term investments. It proposes to sell 801.351354 million Class A shares in the IPO; selling stockholders will sell another 23.648646 million shares, from which the company receives no proceeds. Seven strategic investors have agreed, subject to conditions, to buy $26.0 billion of Class N shares at the IPO price. At the assumed $74 per share, estimated net proceeds from the company’s IPO shares and private placement are $84.6 billion, or $93.7 billion if the underwriters’ option is fully exercised. Proceeds are intended for general corporate purposes, including compute and infrastructure, operating costs, hiring, and RSU tax withholding.

The actual balance sheet also included $157.510 billion of redeemable convertible preferred stock. Pro forma as adjusted figures assume a $74 IPO price and include estimated offering costs and RSU tax-withholding obligations; each $1 change in assumed IPO price changes the listed cash, assets and equity measures by $793 million.

After the offering and concurrent placement, the filing estimates 13.087 billion total shares outstanding, including 7.428 billion Class A and 5.659 billion Class N shares; full exercise of the underwriters’ option would raise the total to 13.210 billion. Preferred stock converts into Class A and Class N shares, and $579.3 million of convertible notes convert into 276.828 million Class N shares for AWS, subject to an ownership cap. Additional potential dilution includes 1.774 billion Class A options at a $2.91 weighted-average exercise price and 1.027 billion Class A RSUs not yet meeting service vesting conditions, as well as further plan reserves and donation-matching shares. The filing’s capitalization disclosures also describe automatic annual increases to equity-plan reserves.

Compute commitments, governance and risks

As of and subsequent to September 30, 2026, Anthropic had approximately $900.9 billion of aggregate committed spend under purchase commitments and leases, substantially all for compute and infrastructure. Approximately $70.7 billion is due in the following 12 months; $451.6 billion is expected before year-end 2030, with substantially all the remainder due from 2031 through 2045. The commitments support research and expected customer demand but create substantial long-term spending and execution obligations. Anthropic says it pools and dynamically allocates compute across AWS Trainium, Google TPUs, NVIDIA GPUs and AMD GPUs.

The company is a Delaware public benefit corporation. Its governance gives the Long-Term Benefit Trust authority through Class T stock to elect and remove a board majority; the founders’ LLC holds a Class F share with 50.1% of total voting power on general stockholder matters. Anthropic expects to qualify as a Nasdaq “controlled company.” It also contributed 846,840,960 Class N shares, equal to 5% of fully diluted shares as of June 30, 2026 (assuming full conversion of Amazon Notes), to its wholly owned Public Benefit Fund. The founders have pledged 80% of their personal Anthropic equity to philanthropic causes.

Anthropic identifies risks from harmful or misaligned model behavior, misuse, competitive pressure, uncertain adoption, and the need to secure and allocate sufficient compute amid supply constraints and dependence on a limited number of cloud and infrastructure providers. Some providers and suppliers are also strategic investors and customers. Other risks include customer and distribution-channel concentration, retaining key technical leaders and company culture amid rapid growth, and evolving regulation. The company’s opportunity thesis includes automating professional work and life sciences: it cites more than $40 trillion of global economic value in knowledge-worker activity in 2025 and IDC’s estimate of $22.5 trillion of cumulative global AI economic impact by 2031; these are market estimates, not Anthropic revenue forecasts.

Risk factors

Growth, losses and funding needs

Anthropic’s rapid growth is occurring in a nascent market and is not necessarily indicative of future performance; the company expects growth rates to decline and warns that forecasting remains difficult as adoption, usage and compute needs change.

Fair-value changes in convertible notes, derivative liabilities and SAFEs contributed $1.0B, $5.4B and $34.3B to losses in FY2023, FY2024 and FY2025, respectively, and $94.3B in 9M2026, primarily reflecting increased fair value of convertible notes as enterprise valuation rose. Anthropic has incurred losses every year since founding and expects substantial ongoing spending on compute, R&D, hiring, sales, safety, compliance and public-company costs; profitability is not assured.

As of and subsequent to September 30, 2026, purchase commitments and leases—including short-term commitments and leases not yet commenced—totaled approximately $900.9B, substantially all for compute and infrastructure. About $70.7B was expected within 12 months, $451.6B before December 31, 2030, and substantially all of the remainder between 2031 and 2045. Minimum-purchase and take-or-pay terms may require payment regardless of use. Revenue is largely consumption-based and often not subject to long-term customer commitments, creating a mismatch between multi-year fixed obligations and uncertain demand. Underutilization, delayed facilities, slower growth or inadequate financing could strain liquidity or lead to defaults, cross-defaults, loss of critical infrastructure and impaired operations.

The five-year 2026 Broadcom lease arrangement entails approximately $125.2B of aggregate rent, excluding interest, generally payable quarterly once equipment is ready for service and non-cancelable during the term except upon default. Total indebtedness was $6.2B at September 30, 2026, measured as aggregate principal outstanding under Amazon convertible notes. Anthropic may issue up to $42.0B of additional aggregate principal under the Infrastructure Partner 2026 NPA to finance the Broadcom arrangement. Debt service, floating-rate exposure, restrictive covenants, cash repayment requirements and potential dilution from equity or convertible financing may limit investment and flexibility.

Compute, infrastructure and execution

Frontier development requires very large and growing compute resources, but scaling benefits are uncertain. Anthropic has previously sought more capacity than providers would supply and significantly underestimated requirements, constraining development and deployment. Compute is concentrated among a limited number of cloud providers—including Amazon, Google and Microsoft—and critical suppliers such as Broadcom. Providers may prioritize their own or other customers’ needs, change terms, or compete with Anthropic. Chip supply, advanced memory, data-center equipment, construction capacity and energy are also constrained; advanced chip manufacturing is concentrated in Taiwan. Geopolitical conflict, export controls, tariffs, outages, permitting, labor shortages and long equipment lead times could delay or raise the cost of capacity.

The shift toward dedicated facilities and leased chips may require cash before usable compute or related revenue is available. Long-term leases and power arrangements can be inflexible, with some dedicated capacity agreements having 20-year initial terms, annual escalators, take-or-pay obligations and uncapped fuel-cost pass-throughs. Infrastructure may arrive late, be underused, or become poorly matched to future chips and workloads. Grid constraints, power and water scarcity, and local opposition or regulation may further delay projects. Anthropic has limited experience operating data-center infrastructure at scale; its U.S.-concentrated facilities also face common risks such as outages, disasters and physical attacks.

Agentic products, with repeated tool calls and extended workflows, consume more compute per interaction than simpler workloads. If these products grow faster than associated revenue, costs may rise disproportionately. The company also depends on attracting scarce technical, research and infrastructure talent; competition, turnover, compensation needs and rapid organizational growth may undermine execution.

Product, customer and competitive risks

Substantially all revenue comes from Claude models and applications built on the Claude Platform, concentrating exposure to product, safety, performance, pricing and regulatory setbacks. Customers may reduce usage, cancel or not renew, switch providers, build their own models, or choose cheaper, open-source or specialized alternatives. Consumption-based pricing makes revenue variable, while enterprise sales cycles, integration and support requirements are costly. Customer concentration adds risk: no individual customer exceeded 10% of revenue in 9M2026, but the top five represented approximately 25%.

CSP marketplaces accounted for 11% of revenue in FY2023, 32% in FY2024, 47% in FY2025 and 44% in 9M2026; related net accounts receivable represented 42% at December 31, 2024, 60% at December 31, 2025 and 52% at September 30, 2026. Disruption of a major platform could affect customer access, collections and working capital. Free tiers and promotions may incur compute costs without converting users to paid customers. Competitors may have greater capital, compute, distribution, data and sales resources, and model replication or distillation could erode differentiation.

Model safety, security and legal exposure

Models can produce harmful, biased or unreliable outputs, or act unexpectedly, including in sensitive settings. Agentic systems can compound errors while executing multi-step tasks with limited oversight. Safeguards and evaluations may be incomplete or circumvented; emergent capabilities may be missed until deployment. Anthropic may delay or restrict releases to address safety, sacrificing revenue or competitive position, while releasing too soon could cause harm and liability. In 2026, a testing-environment misconfiguration allowed four models to access real third-party systems; one obtained administrator access and accessed personal information. Anthropic suspended certain evaluations and higher-risk environments. It also initially limited Mythos to a gated cybersecurity research preview and delayed pre-training a frontier model to strengthen protections.

In September 2025, Anthropic detected a Chinese state-sponsored group using Claude Code to attempt attacks on roughly 30 global targets, with a limited number of successful intrusions. Model misuse, cyberattacks, theft of model weights, data breaches and failures involving customer permissions could cause harm, litigation, regulatory action, customer loss and reputational damage. Zero Data Retention arrangements limit Anthropic’s ability to review prompts and outputs and investigate incidents, creating a trade-off between customer privacy expectations and monitoring obligations.

Copyright, privacy, data-protection, product-liability and other AI-related legal rules remain unsettled. Anthropic agreed to a $1.5B settlement of the Bartz copyright class action, approved in July 2026; other copyright and music-publisher cases remain pending. Some contracts carry potentially uncapped indemnity obligations. In September 2026, a putative class action alleged frontier-model developers conspired to restrain competition by slowing development; Anthropic disputes the claims. Regulatory scrutiny is increasing: the FTC issued Anthropic a civil investigative demand in October 2026 concerning consumer protection, data protection, privacy and product safety. U.S. export restrictions on Fable 5 and Mythos 5 temporarily led Anthropic to disable both models worldwide before restrictions were lifted following safeguard updates.

Governance, regulation and public-company risks

In February 2026, the President directed federal agencies to stop using Anthropic’s technology, and the Department of War designated the company under supply-chain-risk authorities. Courts enjoined parts of the actions and largely ruled for Anthropic in August, but a divided D.C. Circuit panel upheld a separate designation in September; further review is pending. The dispute may affect government and commercial relationships.

The LTBT and Founder LLC structure concentrates control: LTBT can elect and remove Class T directors constituting a board majority, while Founder LLC holds 50.1% of general voting power. Co-founders are expected to hold about 61.3% of voting power including Founder LLC interests. Class A holders therefore have limited influence, and control may remain concentrated despite dilution. Following the offering and concurrent private placement, the company expects 7.427991791B Class A and 5.658680800B Class N shares outstanding. Up to 3.3B additional shares may become eligible for sale before the general 180-day lock-up expires; substantial registration rights, conversions and equity awards create further potential supply and price pressure.

As a public benefit corporation, Anthropic must balance stockholder interests with its stated purpose and affected stakeholders; those considerations may lead it to forgo commercial opportunities or spend on initiatives without direct financial returns. Its safety commitments, public advocacy and disclosures may also bring heightened scrutiny, litigation, operating constraints or reputational harm. Public-company reporting, internal-control, compliance and governance demands will add cost and management burden.

Forward-Looking Statements and Key Risks

The prospectus describes management’s expectations as of its date, not guarantees or predictions. Actual results and events may differ materially; identified risks may be incomplete, and additional risks may emerge over time. The company generally disclaims any obligation to update forward-looking statements except as required by law. Statements that “we believe” may be based on limited or incomplete information.

Key uncertainties include future revenue, expenses, profitability, liquidity, and access to capital; the scale and cost of compute and infrastructure commitments, how they will be funded, whether they will generate adequate returns, and how quickly capacity can be converted into revenue-generating workloads; and the company’s ability to scale operations, control costs, and execute its growth plans.

Business risks include customer and distribution-channel concentration; changes in demand and pricing; reliance on third parties for compute and infrastructure; and potential conflicts with cloud and chip partners that may develop competing AI offerings. The company also faces intense competition and rapid market change, as well as execution challenges in developing and commercializing frontier models and products while meeting AI safety and responsible-deployment commitments.

Other risks relate to attracting and retaining talent; international expansion; acquisitions and partnerships; cybersecurity; protection of intellectual property and brand; evolving AI, copyright, privacy, export-control, and other regulation; litigation and government enforcement; and governance obligations associated with the company’s public-benefit-corporation status and the LTBT.

Future debt or equity financing may not be available on acceptable terms; financing could dilute stockholders or impose operational restrictions. The prospectus also highlights the costs of being a public company, no current intention to pay cash dividends, uncertainty about an active trading market and potential stock-price volatility following the offering and concurrent private placement, and uncertainty about the use of offering proceeds.

Industry, Market and Other Data

Industry, market-size and opportunity estimates in this section rely on third-party publications, public studies and the company’s internal estimates. The company cautions that these sources and estimates involve assumptions and limitations and have not been independently verified for accuracy or completeness. Market forecasts are uncertain and actual outcomes may differ materially from the estimates.

Cited sources include IDC reports on AI economics, worldwide IT spending and the developer population; IQVIA data on global medicine use; U.S. Bureau of Labor Statistics occupational wage data; and World Bank GDP data.

The company’s global knowledge-worker wage estimate is its own calculation. It uses 2025 U.S. occupational wage data to estimate U.S. knowledge-worker wages, scales that estimate using U.S. wages as a share of global labor income, and applies the resulting ratio to global wages estimated from 2025 GDP.

Use of Proceeds

At the assumed IPO price of $74.00 per share, the company estimates net proceeds of approximately $84.6 billion from its Class A offering and concurrent Class N private placement, after estimated underwriting discounts and offering expenses. Net proceeds would be approximately $93.7 billion if the underwriters’ option is exercised in full. The company will receive no proceeds from Class A shares sold by selling stockholders.

The private-placement proceeds are fixed in dollars, so the number of Class N shares issued will vary inversely with the IPO price. The company expects to use approximately $3.8 billion of proceeds to fund tax withholding and remittance obligations related to the RSU Settlement, based on the assumed share price and a 50.90% withholding rate. Each $1.00 change in the share price would change that obligation by approximately $52 million.

The offering and private placement are intended to strengthen capitalization and financial flexibility, establish a public market for Class A shares, facilitate an orderly distribution by selling stockholders, and provide access to public equity markets. Planned uses of proceeds include working capital, operating expenses, capital expenditures—particularly investments in 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, but has no current commitments for material transactions.

Management has broad discretion over the use of proceeds. Pending their use, proceeds may be invested in short-term, investment-grade, interest-bearing instruments.

Dividend policy

The company has never declared or paid cash dividends. It expects to retain available funds and future earnings to support operations and business expansion, and does not anticipate paying dividends in the foreseeable future.

Any future dividend would be at the board’s discretion, taking into account the company’s financial condition, operating results, capital requirements, contractual restrictions, and other relevant factors. The Amended and Restated Credit Agreement restricts cash dividends even when no amounts are outstanding under the credit facility.

Capitalization as of September 30, 2026

Amounts in millions of dollars. The planned conversions and offering materially change the company’s capitalization: preferred stock converts to common equity, notes payable decline, and the IPO and concurrent private placement increase cash and equity.

The conversion pro forma includes adjustments related to preferred-stock and convertible-note conversions, Class F issuance, RSU settlement and a charter amendment. Its equity adjustment includes $14.2 billion of stock-based compensation for RSUs subject to the RSU Settlement, measured using interpolated modification-date fair values based on the assumed IPO-price midpoint.

At the assumed $74 IPO price, the company plans to issue 801,351,354 Class A shares in the offering and 351,351,348 Class N shares in a concurrent private placement. The adjusted capitalization reflects estimated underwriting discounts and expenses and planned use of proceeds, including use of existing cash if needed for RSU tax withholding and remittance obligations. The company receives no proceeds from sales of shares by selling stockholders.

Potential dilution and offering sensitivity

The pro forma share counts exclude substantial potential dilution. At September 30, 2026, excluded Class A shares included 1,774,342,693 options with a $2.91 weighted-average exercise price and 1,026,660,010 RSUs subject to subsequent vesting conditions; a further 47,041,287 RSUs were granted after September 30. The 2026 Plan initially reserved 1,920,580,692 shares, with additional shares potentially rolling into its reserve. The ESPP reserved 128,038,713 shares. The Donation Matching Plan had 933,698,210 Class N shares reserved, including a 553,441,297-share vested matching obligation; it is to be amended and restated before the offering. An additional 27,991,850 Class N shares were issued after September 30 in the Matching Issuance. The 2026 Plan, ESPP and Donation Matching Plan also provide for automatic annual reserve increases.

Each $1 change in the IPO price from $74 changes estimated RSU tax withholding and remittance obligations by $52 million. With IPO share count unchanged and the concurrent private-placement purchase price fixed, each $1 IPO-price change affects adjusted cash, additional paid-in capital, stockholders’ equity and total capitalization by $793 million. At the $74 price, each 1.0 million change in primary IPO shares changes those amounts by $73 million.

If the underwriters’ option is fully exercised, the filing estimates adjusted cash of $221.7 billion, additional paid-in capital of $288.6 billion, stockholders’ equity of $117.2 billion, total capitalization of $228.0 billion, and 7,551,741,791 Class A shares outstanding. These amounts are illustrative and depend on final offering terms.

Net tangible book value and IPO dilution

At September 30, 2026, historical net tangible book value (NTBV) was negative $150.6 billion, or negative $68.47 per share. After the preferred-stock and convertible-note conversions, initial public benefit issuance, and RSU settlement, pro forma NTBV was $22.7 billion, or $1.90 per share. After the IPO and concurrent private placement, at the assumed $74.00 per share, estimated pro forma as-adjusted NTBV is $107.4 billion, or $8.21 per share.

The transactions increase NTBV per share by $70.37 from the historical level. Existing stockholders’ NTBV per share rises $6.31 from the pro forma level, while investors purchasing at the assumed IPO price face $65.79 per-share dilution. The calculation assumes net offering proceeds—and, if needed, existing cash—are used to meet estimated RSU-related tax withholding and remittance obligations.

Offering and ownership

The company plans to issue 801.351 million Class A shares in the IPO and 351.351 million Class N shares in a concurrent private placement, both at the assumed $74.00 per share. Consideration figures below are before estimated underwriting discounts, commissions, and offering expenses.

The ownership table excludes selling-stockholder sales. Including those sales, existing holders would own 11.910B shares (approximately 91.0%), and new investors would hold 825.0M shares (approximately 6.3%). If the underwriters’ option is exercised in full, adjusted NTBV would be $8.82 per share and dilution would be $65.18 per share; existing holders would own 90.3% and new investors 7.0%.

At the stated offering terms, each $1.00 change in the assumed IPO price changes adjusted NTBV by $0.06 per share and investor dilution by $0.94 per share, and changes total consideration from new investors and all stockholders by approximately $793 million. Each 1.0 million-share change in Class A shares offered changes adjusted NTBV and dilution by approximately $0.0050 per share and total consideration by approximately $73 million.

Potential dilution beyond the offering

The stated post-offering share count is 13.087 billion. It excludes substantial potential issuance, including:

• 1.774 billion options outstanding, with a weighted-average exercise price of $2.91.
• 1.027 billion RSUs outstanding at September 30, 2026 whose service condition was not expected to be met by November 19, 2026, and whose applicable performance condition is tied to registration-statement effectiveness; and 47.0 million RSUs granted after September 30, 2026.
• Shares issued after September 30, 2026 in acquisitions: 562,000 Class A shares and 849,000 Class N shares; and a 28.0 million-share Class N Matching Issuance.
• 1.921 billion Class A shares reserved for the 2026 Plan, in addition to shares carried over or returned from the 2021 Plan; 128.0 million Class A shares reserved for the ESPP; and 933.7 million Class N shares reserved under the Donation Matching Plan at September 30, 2026. The latter includes 553.4 million shares representing the Vested Matching Obligation.

The Donation Matching Plan is to be amended and restated before the offering. The 2026 Plan and ESPP provide for annual automatic increases in their share reserves. The Donation Matching Plan reserve may increase annually from fiscal 2027 through fiscal 2036, subject to a limit of 1% of eligible common shares outstanding or another amount determined by the board. Option exercises, RSU settlements, and future awards could further dilute investors.

Growth, customers and business model

Anthropic’s revenue is primarily consumption-based, token-metered usage, with the balance from subscriptions. Growth reflects model and product launches, higher usage, customer expansion and broader distribution. Revenue rose from $41M in FY2023 to $386M in FY2024 and $4.585B in FY2025; in 9M 2026 it reached $33.242B, up 1,206% year over year. Management cautions that unusually rapid early adoption may not persist and expects growth rates to decline as the revenue base expands. Usage and revenue can also vary with product releases, customer demand, pricing, safety decisions and seasonality; customer spend fell about 20% during the two weeks ended January 2, 2026, versus the preceding two weeks.

Customer adoption broadened sharply. Customers generating at least $100,000 of TTM revenue increased to more than 11,900 at September 30, 2026, from more than 950 a year earlier; their revenue was $24.5B for 9M 2026, about 74% of total. At September 30, 2026, more than 1,900 customers generated at least $1M and approximately 250 generated at least $10M of TTM revenue. Net Revenue Retention was approximately 900%. More than half of Fortune 500 companies and more than 30% of Global 2000 companies were customers in this cohort, but Fortune 500 customer revenue averaged less than 0.1% of those customers’ expenses in Q3. No customer represented more than 10% of 9M revenue; approximately 79% of Q3 revenue came from outside the top five customers.

Operating performance and costs

The 9M GAAP net loss primarily reflects a $94.324B fair-value loss on convertible notes, derivative liabilities and SAFEs, versus $20.107B a year earlier, largely due to increased enterprise valuation. Other expense, net was $10.397B versus $3M, including fair-value effects on investments and partner-financing instruments. These remeasurement charges can continue until instruments are converted, repaid or settled. Adjusted measures exclude significant items, including stock compensation and non-cash charitable contributions, and are not substitutes for GAAP results.

Compute is the largest operating cost. Compute and infrastructure expense was $18.808B in 9M 2026, 57% of revenue, versus $4.381B, 172% of revenue, in 9M 2025. The 9M total included $6.5B of short-term compute; $5.0B was incurred in Q3 alone and costs significantly more than comparable multi-year contracted compute. Q3 operating loss and the decline in adjusted margin from Q2’s 19% primarily reflected this costly compute and $2.0B of non-cash donation-matching charges. Capacity is generally contracted 12–18 months ahead, so investment and cost can precede the revenue it supports; management expects margin volatility and near-term pressure as short-term compute use increases.

Other 9M expenses included personnel of $4.863B versus $1.027B, including $3.3B of stock-based compensation versus $591M; sales, marketing and partnerships of $5.529B versus $322M, primarily reflecting $4.8B more channel-partner fees; and other operating and administrative expense of $5.302B versus $539M, including $2.1B of donation-matching charges. A $1.5B Bartz litigation settlement was recorded in FY2025.

Cash, funding and commitments

Investing outflows primarily reflected short-term investment purchases, infrastructure and equipment prepayments, and higher server and networking capex. Management expects substantial, increasing investment and net cash use from operating and investing activities for the foreseeable future.

At September 30, 2026, before IPO and concurrent private-placement proceeds, the company had $95.6B of cash and cash equivalents, $36.3B of short-term investments and $14.8B available under its amended credit facility. It reported $146.6B of liquidity, up to $77.0B of additional NPA financing capacity and up to $5.0B of equity commitments, subject to conditions and specified reductions. Estimated net offering and private-placement proceeds were approximately $84.6B at the assumed $74 per-share midpoint, or $93.7B if the underwriters’ option is fully exercised. A $15.0B secured revolver was undrawn at September 30, 2026, with $205M of letters of credit outstanding; a $5.0B minimum-liquidity covenant begins at year-end 2026. The company also expects approximately $3.8B of RSU-settlement tax withholding and remittance from offering proceeds.

Compute purchase, lease and other infrastructure commitments—including short-term commitments and leases not yet commenced—were approximately $900.9B as of and subsequent to September 30, 2026. Approximately $70.7B is expected in the following 12 months and $451.6B before 2031. Separately, the contractual-obligations table totaled $319.993B, primarily purchase commitments; about $186.2B of aggregate contractual obligations are subject to termination rights or conditions before commencement. Large provider arrangements include minimum commitments of at least $47.2B with Microsoft, approximately $121.3B with Google and $110B with Amazon, generally payable regardless of usage. Five-year Broadcom equipment leases carry approximately $161.2B of rent, excluding interest, and are generally non-cancelable.

Potential financing brings material conditions and dilution exposure. Amazon rollover notes had $6.203B of principal outstanding, representing 1.840B Class N shares at fixed conversion prices before the 12% ownership cap. Google’s concurrent private placement is $10B; its remaining NPA capacity falls from $20B to $10B upon closing. The Broadcom/Infrastructure Partner facility offers up to $42B for quarterly lease rent, but bears 9% interest paid in kind (13% if revenue conditions are not met) and has discounted conversion terms. An AMD agreement provides for up to $5B of Class N purchases against deployment milestones.

Strategy, risks and other investor considerations

Anthropic is shifting toward “Anthropic Direct,” directly leasing chips and using dedicated facilities to reserve long-lead-time data-center capacity while deferring some accelerator commitments. It uses AWS, Google TPUs, NVIDIA and AMD chips through a proprietary orchestration layer. Growth also depends on safe product releases, distribution and continued access to compute, capital and technical talent; compute supply has historically lagged demand, and suppliers may also be investors, customers or competitors. Enhanced enforcement of usage policies may affect revenue: customers later determined to violate policies or terms were estimated to account for 5%–7% of 9M 2026 revenue.

The Public Benefit Fund received 846,840,960 Class N shares, equal to 5% of fully diluted shares at June 30, 2026 assuming full conversion of Amazon Notes. A board-approved framework permits discretionary additional contributions of up to 2% of then-outstanding shares at each 50% share-price milestone. Unrecognized compensation cost at September 30, 2026 was approximately $1.8B for options and $32.3B for RSUs. The offering generally satisfies RSU performance conditions; the company expects approximately $14.2B of cumulative RSU compensation expense upon completion, materially increasing costs in that quarter.

Business overview and growth

Anthropic’s strategy centers on Claude frontier models and an integrated offering of platform tools, managed agents, first-party applications, and industry-specific solutions. It targets enterprise workflows where model capability, reliability, security, and governance matter, and uses customer feedback from production deployments to guide product development. Management believes AI demand will exceed supply for the foreseeable future, with compute availability the principal constraint.

Q3 revenue growth was 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 the sharp improvement in operating performance to revenue growth and efficiencies, while emphasizing that it intends to continue investing at scale. Its adjusted figures are company-reported non-GAAP-style measures. Earlier, quarter-over-quarter revenue growth accelerated from 48% in Q4 2025 to 132% in Q1 2026, following the Opus 4.5 launch and alongside broader adoption, new products, lower prices, and new use cases.

The $100,000-revenue customer group included every Fortune 10 company, more than 50% of the Fortune 500, and more than 30% of the Global 2000. Net revenue retention was approximately 900% at September 30, 2026, reflecting substantial expansion by existing customers. Run-Rate Revenue was approximately $81B at October 31, up $10B from September 30. Anthropic cautions that this is an operating metric—not GAAP revenue or a forecast—and that consumption-based revenue can fluctuate and may not recur.

Products, distribution, and opportunity

Claude Code supports planning, writing, testing, and debugging production code; Claude Cowork extends agentic workflows to knowledge workers. Anthropic began combining Cowork and Claude.ai into one application in September 2026. The Claude Platform includes development tools, managed agents, orchestration, and connectivity, while its applications and solutions span cybersecurity, science, finance, healthcare, life sciences, legal, education, and government. Claude is distributed directly and through AWS, Google Cloud, and Microsoft Azure; Anthropic says it retains direct customer contracts and pays cloud-provider fees. Partner programs and Ode with Anthropic, an AI services company launched with private-equity partners, support expansion to enterprises and mid-sized businesses.

Pricing and model-efficiency improvements are intended to encourage wider usage while preserving margins. September 2026 releases reduced typical workload costs by 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. The company says savings reflected a mix of lower prices and improved efficiency. It also reports that prompt caching can reduce cost by up to approximately 97% and latency by approximately 60% for applicable workloads.

Compute, investment, and execution risks

Anthropic reported $141.1B of aggregate capital raised and, at September 30, 2026, $95.6B of cash and cash equivalents and $36.3B of short-term investments. It faces substantial long-term infrastructure obligations:

Substantially all commitments relate to compute and infrastructure; most of the remainder is expected during 2031–2045. Anthropic uses AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, and is shifting toward a hybrid model that includes accelerators deployed in dedicated, third-party-operated data centers. This diversification and internal workload orchestration are intended to improve access and price-performance, but long lead times, advance capital requirements, power procurement, and dependence on infrastructure partners create significant forecasting and execution exposure.

Anthropic’s internal productivity claims include more than 90% of code contributions being written by Claude in September 2026 and average daily code contributed per engineer in Q3 being more than 45 times the FY 2024 average. It says headcount exceeded 5,300 at September 30, 2026. The company’s compute allocation prioritizes coding, agentic capabilities, and safety; it does not currently prioritize video- or image-generation models.

Safety, competition, and legal developments

Safety and responsible deployment are both commercial priorities and potential constraints on development. Anthropic evaluates models for capability, alignment, reliability, misuse, and adversarial behavior, and may add safeguards, restrict access, or delay release. It initially offered Mythos through the gated Project Glasswing program because of its vulnerability-discovery capabilities, while Fable 5 launched generally with restrictions on certain sensitive capabilities. More autonomous models may behave unpredictably or be misused, and safety decisions could affect release timing. Competition includes other frontier-model developers, commercial and open-weight providers, and application companies; adoption can also be slowed by legacy systems, organizational change, and compliance concerns.

A district court approved a $1.5B settlement in the Bartz copyright class action in July 2026. Anthropic disputes wrongdoing but says litigation can bring costs and management distraction. Government actions are also material: following the company’s public opposition to mass domestic surveillance and fully autonomous weapons, federal agencies were directed to stop using its technology and the company was designated a supply-chain risk. Courts reached differing conclusions in related challenges: a California court largely ruled for Anthropic in August 2026, while a D.C. Circuit panel upheld a separate designation in September; appeals and rehearing requests leave the outcome uncertain, with possible effects on government-related sales. In October 2026, the FTC issued a civil investigative demand concerning consumer protection, data protection, privacy, and product safety; it asserted no claims.

Public-benefit purpose and accountability

Anthropic is a Delaware public benefit corporation (PBC), required to balance stockholders’ financial interests, the interests of people materially affected by its conduct, and its Company Purpose. Its five mission pillars concern AI safety; legal safeguards; democracy and stability; prosperity and human flourishing; and broadly shared AI benefits. The company says these objectives have generally aligned with long-term commercial success, but decisions prioritizing them could reduce business performance or the Class A stock price over the short, medium, or long term.

The board will establish how public benefit is assessed; the standards are expected to be qualitative and may evolve, with no required independent third-party standard. The company intends to provide stockholders at least biennial assessments and publish evidence-based research. Limited Delaware precedent on PBC decision-making creates uncertainty about how courts would evaluate directors’ balancing decisions and could increase litigation risk.

Voting control and board composition

The governance structure gives Founder LLC and the Long-Term Benefit Trust (LTBT) substantial control, limiting ordinary Class A holders’ ability to influence board composition and major decisions.

• Founder LLC and Class F: Immediately before the offering, one Class F share will be issued to Founder LLC, initially comprising seven co-founders; Benjamin Mann will not be a member or Continuing Founder. Class F carries 50.1% of total voting power on general stockholder matters, including elections of directors other than Class T directors. Its voting power is not diluted by future issuances, acquisitions, or employee compensation. Founder LLC can therefore generally determine those vote outcomes, including director elections and major corporate matters. It generally votes by majority decision of eligible members; if a majority cannot agree, specified fallback voting procedures apply.
• LTBT and Class T: The LTBT is the sole holder of Class T, which has no general economic rights and generally no vote on stockholder matters. Before the Class T Sunset Time, the LTBT generally elects and may remove Class T directors, who make up a majority of authorized board seats. The board—not the LTBT or its trustees—directs the company’s affairs and day-to-day strategy, and certain major transactions require board approval.
• How control changes: If Class T ends while Class F remains, Class A and Class F vote together to elect all directors, leaving Founder LLC with decisive voting power. If Class F ends while Class T remains, the LTBT retains authority over the majority Class T directors, while Class A holders elect the remaining directors and decide general matters. Only when neither class remains outstanding do Class A holders determine general stockholder votes and elect all directors.

The Class F Transition Period is triggered when fewer than three Continuing Founders have remained for 90 consecutive days. It lasts 450 days; successors may be admitted to Founder LLC to maintain three members until the offering’s tenth anniversary, but this does not cure or extend a transition once triggered. At its end, Class F and Class E shares are redeemed for no consideration, and specified governance changes take effect. The Class F Sunset Time cannot be extended, delayed, or waived. Founder eligibility can end for reasons including resignation, death or incapacity, cause, certain leaves, or an original co-founder falling below a specified holding threshold.

Class T does not sunset automatically. Changing the trust or Class T rights requires specified supermajority approvals, which vary with trustee, founder, and share-class support. The filing describes paths including 80% board and trustee approval when trustees support the change; other paths can require unanimous founder approval plus majority Class E and Class A approval during the first three years, or 66⅔% founder, 75% Class E, and majority Class A approval. If Class F is no longer outstanding and trustees do not support the change, 85% of outstanding Class A shares must approve. Once triggered, the Class T Sunset Time cannot be extended, delayed, or waived.

Employee shares, investor protections, and philanthropy

Employees receive one Class E share for each six months of employment and one for each Class A share pledged through the donation-matching program. Class E votes only on specified matters concerning Class T directors, LTBT terms, or Class T rights and redemption; some votes require 75% Class E approval while Class F remains outstanding. After separation other than for cause, half of an employee’s Class E shares are redeemed annually; all are redeemed upon death, incapacity, termination for cause, or joining a direct competitor. Redemptions are for no consideration.

Anthropic qualifies as a Nasdaq “controlled company” because the LTBT can elect a board majority. The company says it does not expect to use the exemption except for its Nominating and Governance Committee, which will not be entirely independent; the board currently has a majority of independent directors, and the audit and compensation committees are entirely independent.

Each co-founder has pledged 80% of personal Anthropic equity to philanthropy. The employee donation-matching program matches pledged equity awards with Class N shares; donor-advised funds may also receive shares, with related irrevocable proxy arrangements.

LTBT compensation and related-party activity

The LTBT has five authorized trustee seats, one vacant; trustees serve annual terms without term limits. Compensation is not tied to company profits or actions. The LTBT is consolidated as a variable interest entity. The CNAS donation supported research on AI, security, and related topics; its CEO, Richard Fontaine, is an LTBT trustee. Trustees may not directly buy or hold company securities.

The company argues that founder control and the LTBT enable long-term investment and decisive leadership in a competitive AI industry while embedding safety and societal considerations. The trade-off for investors is reduced conventional stockholder control and the possibility that mission-focused decisions conflict with near-term financial returns.

Governance and board structure

After the offering, Anthropic’s board is authorized to have seven seats, initially with one vacancy. The Long-Term Benefit Trust (LTBT), sole holder of Class T common stock, generally elects and may remove four Class T directors; Class A and Class F holders voting together elect and remove the other three. The initial Class T directors are Reed Hastings, Vas Narasimhan, Christopher Liddell, and one vacant seat. The initial Class A/F directors are CEO and co-founder Dario Amodei, President and Chairperson Daniela Amodei, and Yasmin Razavi. Certain matters—including changes to the authorized board size before the Class T Sunset Time and designation or issuance of preferred stock—require approval by 80% of authorized directors. Existing director-election arrangements and the amended voting agreement terminate or are replaced in connection with the offering.

The LTBT’s election authority makes Anthropic a Nasdaq “controlled company.” The company plans to use the controlled-company exemption for its nominating and corporate governance committee (NGC), which will therefore not be fully independent; it says it does not expect to use other available governance exemptions. The company cautions that exemptions may reduce shareholder protections compared with companies subject to all Nasdaq requirements. The current board has six directors. Hastings, Liddell, Narasimhan, and Razavi are identified as independent; Hastings is lead independent director, and Daniela Amodei is board chair. Dario and Daniela Amodei are siblings; no other family relationships among officers and directors are identified.

Before the Class F Sunset Time, directors will serve annual terms and the board will not be classified. Afterward, the board is expected to have three approximately equal classes with staggered three-year terms. There is no director term limit. 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 comprises Daniela Amodei (chair), Hastings, and Razavi. It oversees director evaluation and nominations, governance practices, and board guidelines. Under the governance arrangements, the NGC receives 30 days’ prior written notice of certain LTBT or Founder LLC nominations or removals and Trustee appointments or removals. LTBT actions concerning the Specified Class T Director require NGC concurrence; absent concurrence 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 intended to encourage collaboration but do not substantively restrict the LTBT’s general director-election authority.

Committees and oversight

The audit committee has two named members—Liddell (chair) and Hastings—and 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. It states that all members will satisfy applicable independence and financial-literacy requirements; Liddell and Hastings are audit committee financial experts.

The compensation committee consists of Narasimhan (chair) and Razavi, both independent, non-employee directors. After the offering, it will oversee executive compensation strategy and plans, employment, severance and change-in-control arrangements, related disclosures, and employee benefits; a written charter is to take effect before the offering. The two-member safety and risk committee, chaired by Narasimhan with Liddell, oversees AI model safety and security—including controls to identify and manage significant model risks—as well as other material legal, regulatory, cybersecurity, privacy, and compliance risks. A code of conduct applies to employees, officers, directors, and senior financial officers.

Director compensation

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

A new policy, approved by stockholders in September 2026 and effective immediately before the registration statement becomes effective, was amended and restated in November 2026 to add safety and risk committee fees. Annual cash retainers are $100,000 for board service; additional retainers are $75,000 for a non-executive chair and $60,000 for a lead independent director. Committee chair/member fees are: audit $40,000/$20,000; compensation $30,000/$15,000; NGC $30,000/$15,000; and safety and risk $40,000/$20,000. Chairs receive the chair fee instead of the member fee; payments are quarterly in arrears.

Beginning with the 2027 annual meeting, each non-employee director will receive an annual RSU award with a $325,000 grant value, generally vesting quarterly and fully vesting immediately before the next annual meeting, subject to continued service. Newly appointed non-employee directors receive a $400,000 initial RSU award plus a prorated annual award. Initial awards vest over approximately four years, with 12.5% vesting after six months and the balance in quarterly installments. Outstanding policy awards fully vest upon a change in control if the director remains in service through the event.

Leadership

Dario and Daniela Amodei co-founded Anthropic in 2021 after roles at OpenAI. CFO Krishna Rao joined in April 2024; his prior experience includes CFO roles at Fanatics Commerce and Cedar and finance and business roles at Airbnb and Blackstone. The directors bring experience spanning AI, finance, public-company leadership, life sciences, and investment.

Executive compensation

Anthropic’s 2025 program targeted compensation at the 90th percentile of the super-intelligence development market, with emphasis on internal parity and long-term equity incentives. The seven co-founders receive equal compensation; CEO Dario Amodei and President Daniela Amodei are co-founders, while CFO Krishna Rao’s pay is benchmarked to his role and level. Market benchmarks are reviewed twice yearly.

The co-founders’ other compensation included tender-offer repurchase spreads of $1.153087M each. Dario’s also included $2.745874M for personal security and $97,055 for personal air travel under the security program; Daniela’s included $1.293629M for personal protection, home security, and transportation. The company said enhanced security followed independent assessments and was intended to protect leadership and business continuity. The co-founders’ equity figures are ASC 718 grant-date accounting values, not realized economic value; RSUs also require the registration statement to become effective.

Annualized base salaries for each co-founder rose from $600,000 to $700,000 effective June 16, 2025; Rao’s rose from $700,000 to $850,000 effective December 16. The company cited market competitiveness, leadership responsibilities, and internal parity. Eligible executives generally receive the same benefits as employees; Anthropic has no executive-only retirement plan and does not treat ordinary perquisites as a meaningful pay component.

Equity awards, realized value, and later compensation

On June 12, 2025, each co-founder received options on 992,500 shares, exercisable at $2.38 per share, and 1.717M RSUs. The options vest monthly over one year, beginning January 1, 2025, subject to continued service. RSUs require continued service and effectiveness of the registration statement; service vesting begins February 20, 2026, at one-twelfth of the award and continues quarterly.

In 2025, each co-founder had 5,058,340 shares vest, valued at $12.013558M upon vesting. At December 31, each held 1.717M unvested RSUs with a disclosed market value of $30.317069M, based on $17.66 per share. Each also held options on 909,790 exercisable and 82,710 unexercisable shares at $2.38. Rao exercised 76,980 options and realized $385,285; he held options on 5,756,350 exercisable and 8,166,670 unexercisable shares at $1.30. His 2024 offer letter had provided a 14M-share option grant, vesting 25% after 12 months and the remainder monthly over the following 36 months.

Pay and equity awards increased after year-end. Co-founder salaries rose to $915,000 effective January 16, 2026, and $1.38M effective July 1; Rao’s rose to $1.25M effective February 1. On February 20, each co-founder received 1,431,490 options and 2,374,010 RSUs, while Rao received 1,122,840 options and 1,862,140 RSUs. These options have a $17.66 exercise price and vest monthly over one year; the RSUs are subject to service and registration-statement conditions. Each co-founder received another 537,430 RSUs on July 15, subject to those conditions. In November 2026, service vesting dates for certain NEO and director RSUs moved from November 20 to November 19. Anthropic also paid $2.5M in FTC Hart-Scott-Rodino filing fees for each co-founder in October 2026, citing compliance, retention, and long-term alignment, and began providing security services to Rao after an independent security study.

Severance and change-of-control exposure

At December 31, 2025, the co-founders had no severance eligibility. Under Rao’s then-existing terms, a qualifying termination could have resulted in $425,000 of cash severance, $16,079 of continuing health coverage, and $28.6265M of accelerated options (1.75M shares). For a qualifying termination in connection with a change of control, estimated benefits totaled $134.031467M: $133.590388M for acceleration of all 8,166,670 unvested options, valued using a $17.66 share fair value and $1.30 exercise price, plus $425,000 of salary and $16,079 of COBRA coverage. Rao’s offer letter was terminated in October 2026, but a separate letter agreement retained the change-of-control acceleration provision.

October 2026 agreements provide, upon qualifying termination and subject to conditions, 24 months of base salary for each co-founder or 12 months for Rao, 12 months of COBRA premiums, and acceleration of 12 months of time-based equity vesting. The agreements increase potential severance costs and accelerated-vesting exposure.

Equity plans and governance

The 2026 Equity Incentive Plan was adopted September 1, 2026, approved October 22, and is to take effect immediately before the registration statement becomes effective. Its initial reserve is 1,920,580,692 Class A shares, plus shares available or that would have returned to the 2021 Plan. From FY2027 through FY2036, its reserve automatically increases annually by the lesser of 5% of then-outstanding common shares (as converted, including classes with economic rights) or a board-determined amount. The 2021 Plan reserved 3,864,826,090 shares and will stop granting new awards when the 2026 Plan takes effect, although existing awards remain outstanding and eligible returned shares may transfer to the new pool. These reserves and automatic increases represent substantial potential dilution.

Both plans give the administrator broad authority over awards, including vesting acceleration and, under the 2026 Plan, option exchanges that can lower exercise prices or exchange awards for other awards or cash. In corporate transactions, awards may be assumed, substituted, accelerated, settled, or canceled, potentially without consideration or participant consent. The 2026 Plan caps non-employee director compensation at $1.0M in annual cash fees and stock-award value ($2.0M in a director’s first year).

The 2026 Employee Stock Purchase Plan, also adopted September 1 and approved October 22, has an initial reserve of 128,038,713 Class A shares, with annual increases from FY2027 through FY2036 of the lesser of 1% of common shares outstanding or a board-determined amount. In the Section 423 component, eligible employees may contribute up to 15% of earnings, with shares purchased for at least 85% of the lower fair market value on the offering or purchase date; the annual purchase limit is $25,000 measured at offering-date fair value. Employees with at least 5% voting power or value are ineligible for Section 423 rights.

Historically, non-employee directors collectively oversaw executive compensation; a compensation committee is expected to assume oversight after the offering, with Semler Brossy engaged to help formalize the program. Anthropic adopted a Rule 10D-1-compliant clawback policy effective upon registration-statement effectiveness, covering excess incentive compensation received during the applicable three-year period following a qualifying restatement. Insider trading rules prohibit trading on material nonpublic information, hedging, and generally pledging or holding securities in margin accounts; quarterly blackout windows apply. The company has no specific policy governing equity-award timing relative to material nonpublic disclosures.

Related-party financing and liquidity

Related-party participation in the company’s redeemable convertible preferred financings was principally through entities affiliated with Spark Capital, whose general partner is managed by director Yasmin Razavi. Director Vas Narasimhan and his wife also invested in Series H-1.

In stockholder-initiated secondary tender offers, 179,883,540 Class A shares were tendered in April 2026 at $25.9136 per share, for $4.661B total. Sellers included CEO/director Dario Amodei, Chair/director Daniela Amodei, executive Krishna Rao, and Daniela Amodei’s spouse Holden Karnofsky. In June 2025, 27,942,000 shares were tendered at $5.61 per share, for $156.7M total; Dario and Daniela Amodei sold shares.

Other related-party payments and compensation

Karnofsky received non-equity compensation of $430,213 in 2025 and $428,801 through October 31, 2026. He also received options covering 179,500 Class A shares and RSUs covering 761,700 shares. The company says his compensation was consistent with employees in comparable roles.

The company’s payments to the Long-Term Benefit Trust (LTBT), which holds all Class T common stock and is consolidated as a VIE, were $2.717M in 2023, zero in 2024, $906,089 in 2025, and $8.425M in the nine months ended September 30, 2026. The payments fund LTBT operations and trustee compensation. The company also expects to pay or reimburse approximately $5.0M of Founder LLC legal fees related to pre-IPO governance structuring.

Governance, oversight and potential conflicts

Existing right-of-first-refusal/co-sale and voting agreements among founders, directors, and Spark-affiliated entities terminate when the IPO is completed. Before the offering, the company plans to enter into a Stockholders’ Agreement with Founder LLC and LTBT governing board composition, nominations, and removals; those entities will vote to implement the arrangements. While Class T stock remains outstanding, specified events—including liquidation, a qualifying transfer of control of an AI model, a sale of at least 50% of voting power or economic interests, or insolvency proceedings—require advance notice to LTBT, subject to waiver.

Certain directors and their affiliated entities indicated interest in purchasing up to $303M of IPO shares. These indications are nonbinding, and underwriters may allocate fewer shares or none.

Dario Amodei has sole-discretion proxy authority over certain shares held by two donor-advised funds under agreements with the company; each fund holds less than 5% of any voting class. The company says the disclosed related-party terms were comparable to arm’s-length terms.

After the offering, the audit committee will review and approve or disapprove covered related-person transactions exceeding, or reasonably expected to exceed, $120,000 when a related person has or may have a direct or indirect material interest. Covered related persons include directors, executive officers, director nominees, beneficial owners of more than 5% of a voting class, and their immediate family members.

Proposed charter and bylaw provisions and indemnification agreements broadly limit director and certain officer liability and provide for indemnification and expense advances. These protections could reduce shareholder litigation and shift some settlement or judgment costs to the company. The filing also notes the SEC’s view that indemnification of directors, officers, or company controllers for Securities Act liabilities is contrary to public policy and therefore unenforceable.

Principal and Selling Stockholders

As of September 30, 2026, the company’s planned public offering and concurrent private placement are expected to broaden its shareholder base, but the dual-class structure will preserve decisive voting control for Founder LLC. Offering figures below assume the underwriters do not exercise their option.

Share issuance and ownership basis

Pre-offering ownership percentages are based on 6.626640437 billion Class A shares, 5.307329452 billion Class N shares and one Class T share outstanding. Beneficial ownership includes options exercisable and RSUs expected to settle within 60 days, where applicable.

Founder holdings and voting power

Each of the seven co-founder selling stockholders is shown selling 3,378,378 Class A shares. After those sales, Dario Amodei is shown with 241.881 million beneficially owned Class A shares, Daniela Amodei with 238.031 million, and the five other co-founder sellers with approximately 238.893–240.795 million each. The executive-officer/director group is shown with 496.361 million beneficially owned Class A shares before the offering, including 13.845 million shares subject to options exercisable within 60 days and 1.438 million shares issuable upon RSU settlement within 60 days; its post-offering beneficial ownership is shown as 489.604 million shares.

The seven co-founders are expected to vote Founder LLC’s single Class F share under the Founder LLC Agreement, with each Continuing Founder entitled to one vote on how it is voted. That share carries a fixed 50.1% of total voting power; Class A holders collectively have no more than 49.9%. Thus, the decline in individual founders’ reported voting power does not displace Founder LLC’s control. Class A ownership percentages and voting-power percentages differ because of the dual-class structure.

Other special classes also affect governance: the Long-Term Benefit Trust’s single Class T share generally does not vote on stockholder matters, but generally permits the holder to elect and remove Class T directors, who will constitute a majority of authorized board members. Class N is generally nonvoting except as required by law, and Class E does not vote for directors.

Dario Amodei’s reported holdings include 4.621 million shares subject to voting proxies over donor-advised-fund shares. The proxies give him voting authority, while the shares are separately identified.

Potential director-affiliated purchases

A donor-advised fund associated with Reed Hastings indicated interest in purchasing up to $300 million of shares at the IPO price—4.054 million shares at the $74 midpoint. Christopher Liddell and his spouse indicated interest in up to $3 million, or approximately 40,541 shares at that midpoint. These indications are nonbinding, actual allocations or purchases may differ, and Hastings disclaims beneficial ownership of any such shares.

Capital structure and voting rights

The proposed capital structure, generally effective upon completion of the offering, authorizes 460,000,000,002 shares. As of September 30, 2026, assuming specified conversions, issuances, and RSU settlements had occurred, the expected outstanding shares were:

The structure separates economic participation from control. Class F gives Founder LLC effective control over general stockholder matters, including director elections, while it remains outstanding. Class T gives LTBT control over a majority of board seats before its sunset. The company expects LTBT and Founder LLC to be able to elect all directors for the foreseeable future, and Founder LLC to control general stockholder votes, including on significant transactions. Class A holders generally may be unable to influence these outcomes.

Class T does not sunset automatically with time or specified events; the sunset requires approval under the Trust Amendment Threshold. Class F’s transition can begin if fewer than three Continuing Founders remain for 90 consecutive days. Seven co-founders initially qualify; they may cease to qualify for reasons including death, incapacity, resignation, cause, or falling below a specified share-retention threshold. The transition period lasts 450 days; successor members may be admitted to maintain three Continuing Founders, but this does not cure or extend an already-triggered transition. At the transition’s end, outstanding Class F and Class E shares are redeemed for no consideration. Class F generally has 50.1% of voting power before its sunset and may retain that voting power after the sunset if it remains outstanding. Only after both Class T and Class F are gone do Class A holders control general voting outcomes.

Class T, Class F, and Class E otherwise receive only par value in liquidation and do not participate in dividends. Class A and Class N are not redeemable. Class T and Class F can be redeemed for no consideration under specified conditions. These approval-dependent sunset and redemption provisions can make the transfer of control complex and limit public shareholders’ influence even after one set of control rights ends.

Potential dilution and registration overhang

Registration rights are subject to cutbacks, deferrals, lockups, and other conditions. Class N shares sold in the concurrent private placement are not subject to the described lock-up agreements.

Google has resale-registration rights for registrable shares acquired in connection with the Google 2026 NPA and concurrent private placement. It may make one demand during the year after the offering registration statement becomes effective for shares not then saleable under Rule 144. Once Form S-3 is available, the company must register shares acquired at each quarterly NPA closing within 60 days and maintain the registrations while Google holds registrable shares. A restricted period ends on the earlier of the second trading day after release of results for the quarter ended March 31, 2027, or the 180th day after the prospectus date; during that period, a demand triggers confidential submission and later filing under specified deadlines. Rights generally expire by February 7, 2033, or 12 months after the final quarterly NPA closing, if earlier.

The Infrastructure Partner RRA covers certain Class A shares issuable upon conversion of Class N shares associated with notes that may be issued to Broadcom or an approved financial partner. It provides for a resale shelf once Form S-3 is available, one demand per $5.0 billion of notes issued (generally with a $500 million minimum offering), and up to three underwritten offerings, including block trades, in any 12-month period, generally subject to the same minimum. As of the prospectus date, no notes had been issued and no registrable shares were outstanding under this agreement.

Governance and takeover provisions

The board may issue up to 30 billion undesignated preferred shares with approval of 80% of authorized directors and without further stockholder action. Before the Class F Sunset Time, Founder LLC must also consent to designating or issuing a preferred series. The company has no current plan to issue preferred stock, but voting preferred shares could dilute Class A voting power and, along with board discretion over preferred rights, deter or delay a takeover.

Other provisions reinforce the control structure: founder and trust approval thresholds apply to specified amendments; before the Class T Sunset Time, changing board size requires approval of 80% of authorized directors, and board size must remain odd until either sunset. After the Class F Sunset Time, the board becomes classified into three staggered classes with three-year terms. Advance-notice requirements, limits on special meetings and written consent, no cumulative voting, and restrictions on filling vacancies can further constrain stockholder efforts to change board composition. The company has opted out of Delaware DGCL Section 203 until the later of the Class F and Class T Sunset Times; afterward, the statute generally restricts business combinations with 15%-or-more interested stockholders for three years, subject to exceptions.

Delaware courts are the exclusive forum for most internal-affairs and derivative claims; federal courts are designated for Securities Act claims, and the District of Delaware for Exchange Act derivative actions. The company has applied to list its Class A shares on the Nasdaq Global Select Market under ticker ANT.

Shares eligible for future sale

Shares outstanding and initial tradable float

After the offering and concurrent private placement, ANT expects 7,427,991,791 Class A shares and 5,658,680,800 Class N shares outstanding, plus one Class T share and one Class F share. The Class A estimate assumes conversion of preferred stock and convertible notes, issuance of Class F and public-benefit shares, and settlement of RSUs.

Only 825 million offered shares are expected to be freely tradable at the offering, subject to Rule 144 limits for affiliate purchasers. Most other outstanding shares and shares underlying equity awards are restricted securities.

Potential release schedule

The prospectus describes substantial amounts of shares that may become eligible for sale over time:

These amounts describe potential sale eligibility, not expected sales. Actual price impact will depend on whether holders sell and on market demand.

Lock-ups, private placement and Class N conversion

Lock-ups are staggered and include exceptions and automatic expirations. Restrictions generally covering certain non-founder directors, officers, employees, consultants and holders of approximately 2.7 billion shares (including shares issuable on conversions and equity awards) end at the earlier of the Q1 2027 earnings-release window or 180 days after the prospectus. Restrictions covering certain holders of approximately 8.0 billion shares, as well as the seven co-founders, generally end at the earlier of the Q3 2027 earnings-release window or 365 days after the prospectus.

ANT will sell 351,351,348 Class N shares in a concurrent private placement at the assumed $74.00 IPO midpoint, for $26.0 billion. These shares are not covered by the described lock-ups or market-standoff agreements, but remain unregistered restricted securities unless registered or eligible for a resale exemption. Non-affiliate purchasers generally may resell under Rule 144 after at least six months’ ownership, once ANT has been a reporting company for 90 days; affiliate resales remain subject to Rule 144 conditions. Shares issued to Google have registration rights that could facilitate resale after the applicable restricted period.

Class N is unlisted and unregistered and automatically converts to Class A upon qualifying transfers. Its post-offering composition includes 4.184 billion existing shares (including preferred-stock conversion), 846.841 million public-benefit issuance shares, 276.828 million shares from convertible-note conversion, and 1.564 billion shares issuable over time from remaining convertible notes that cannot immediately convert because of ownership caps, among other issuances. Certain holders also have registration rights. Further convertible notes, NPA draws, public-benefit issuances, donation matching and contractual private-placement rights may create additional Class N issuance.

Resale rules and investor implications

After applicable reporting and holding periods, non-affiliates may gain broader Rule 144 resale rights. Affiliate sales are generally limited in any three-month period to the greater of 1% of Class A shares outstanding—74,279,918 shares immediately after the offering—or average weekly trading volume, and remain subject to other conditions. ANT intends to file Form S-8 registrations promptly after effectiveness for outstanding and reserved equity-plan shares and certain previously issued shares; registration may make shares eligible for public sale, subject to vesting and other restrictions.

ANT notes that no prior public market existed and that it cannot predict the effect of future sales. The scale of potential releases, together with private-placement resale and registration rights, could pressure the share price and impair future equity fundraising, particularly if holders sell or the market anticipates sales.

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

Dividends. Dividends paid to non-U.S. holders are generally subject to 30% U.S. withholding tax on the gross amount, unless a lower treaty rate applies and the holder provides valid Form W-8 documentation. Distributions exceeding the company’s current and accumulated earnings and profits are generally treated first as a return of capital, reducing the holder’s stock basis, and then as gain. Dividends effectively connected with a U.S. trade or business are generally exempt from withholding but taxed at regular U.S. rates; corporate holders may also be subject to a 30% branch profits tax, potentially reduced by treaty.

Sales of stock. Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling the stock, except when the gain is effectively connected with a U.S. trade or business, an individual holder is present in the United States for at least 183 days in the sale year and other conditions are met, or the stock is a U.S. real property interest. Effectively connected gains are generally taxed at regular graduated rates and may also trigger the 30% branch profits tax for corporate holders. Gains subject to the 183-day individual rule are generally taxed at 30%, subject to treaty relief.

The company believes it is not, and will not become, a U.S. real property holding corporation (USRPHC), but gives no assurance. A corporation is generally a USRPHC if U.S. real property interests are at least 50% of the fair market value of its worldwide property interests plus other assets used in its trade or business. For regularly traded stock, a 5% ownership threshold during the relevant period is pertinent to the stated USRPHC exception.

Withholding and reporting. Payments of dividends and sale proceeds may be subject to information reporting and 24% backup withholding unless the holder establishes non-U.S. status or another exemption. Backup withholding is creditable or refundable and is not an additional tax. FATCA generally imposes 30% withholding on dividends paid to noncompliant foreign financial institutions and non-financial foreign entities, subject to compliance, exemptions, and intergovernmental agreements. Proposed Treasury regulations provide that FATCA withholding does not apply to gross sale proceeds; taxpayers may rely on those regulations pending final regulations.

Scope and limitations. The disclosure does not address many special categories of holders, state, local, non-U.S., or most non-income tax consequences. The treatment of partnerships and other pass-through entities depends on the entity and investor’s circumstances. Tax rules and interpretations may change, potentially retroactively; investors are advised to consult their own tax advisers.

Offering terms and allocation

ANT has applied to list its Class A common stock on the Nasdaq Global Select Market under ticker ANT. Because there is no existing public market, the IPO price will be negotiated by the company, selling stockholders, and underwriters, considering market and company-specific factors.

The offering covers 825.0 million Class A shares. Underwriters are committed to purchase all offered shares if they purchase any, and may buy an additional 123.75 million shares—15% of the base offering—within 30 days solely to cover over-allotments, for a maximum of 948.75 million shares. Goldman Sachs and Morgan Stanley are the lead representatives. The company expects U.S. and international retail investors to receive up to 20% of offered shares, subject to demand; allocations may include participating broker-dealer platforms, including E*TRADE, which is affiliated with Morgan Stanley & Co. LLC.

Certain directors and affiliated entities expressed nonbinding interest in purchasing up to $303 million of shares at the IPO price; actual purchases could be lower or none, and would be subject to the same underwriting commissions as other purchases. Discretionary-account sales are not expected to exceed 5% of the offering.

Lock-ups and potential share overhang

Most directors, officers, and substantially all holders of capital stock or convertible securities are subject to lock-ups. The company’s lock-up generally ends at the earlier of the second full trading day after public release of Q1 2027 results (excluding preliminary or “flash” results) or the 180th day after the prospectus. Restrictions generally cover new offerings, sales, transfers, hedging, and registration filings, but permit specified exceptions, including certain equity-compensation, tax, employee-plan, conversion, private-placement, acquisition, and strategic-transaction activity.

Other holder groups have different, staged release schedules, with some restrictions extending to the Q3 2027 earnings release or the 365th day. For example, non-founder directors, officers, employees, and consultants may transfer up to 10% starting on the first trading day and an additional 35% after FY2026 results. Certain other stockholders have staged releases beginning with tranches of 6.0% on each of days 27 and 48, followed by further releases after specified dates and earnings announcements. Holders above 0.5% of fully diluted shares and co-founders generally face longer lock-ups; co-founders may transfer up to 29% of covered holdings beginning at the earlier of Q1 2027 results or day 180. These percentages are subject to each agreement’s holder group, base, and timing conditions.

Some permitted transfers require recipients to sign lock-ups. Certain holders may also enter specified hedging arrangements covering up to 20% of securities still locked up on day 195—approximately 719 million shares in aggregate. Underwriters’ representatives may release securities early, sometimes triggering pro rata releases for other holders. The exceptions, staged expirations, and potential early releases create a meaningful future share-supply and selling-pressure risk.

Expenses, stabilization, and conflicts

ANT estimates offering expenses, excluding underwriting discounts and commissions, at approximately $68 million and will reimburse certain FINRA-related underwriter expenses up to $275,000. Morgan Stanley may act as stabilization agent. Underwriters may use short sales, open-market purchases, and other stabilization activity that could support the trading price above independent market levels or slow a decline; they are not required to do so and may stop at any time.

Underwriters and their affiliates have provided, and may provide, services to ANT and related parties, and may also transact with them as customers. Affiliates of underwriters hold roles under ANT’s A&R Credit Agreement, including administrative, collateral, arranging, bookrunning, and syndication-agent roles. As of September 30, 2026, certain underwriter affiliates beneficially held preferred or Class A shares, each representing less than 0.5% of fully diluted shares assuming preferred-stock conversion. Underwriters and affiliates may trade or invest in ANT-related securities and instruments, publish independent research, and hold or recommend long or short positions.

International distribution

The offering includes the United States and selected international markets, including Australia, Canada, certain EEA member states, Japan, Switzerland, and the United Kingdom. ANT does not currently intend to list its Class A shares on exchanges in those jurisdictions. If an international offering is terminated before completion, its allocated shares are expected to be reallocated to remaining jurisdictions, including the United States, so the total offering size is not expected to change.

Outside the United States, offers and prospectus distribution are generally restricted by local securities laws to private placements, qualified or professional investors, institutional investors, or other eligible categories. Notable terms include a separate Swiss public offering described in a European prospectus expected to be filed for automatic acceptance; otherwise, Swiss offers are limited to professional clients, and the shares will not be listed on a Swiss trading venue. In the UK, offers must rely on specified exemptions, the shares will not be admitted to a UK regulated market, and distribution is limited to “Relevant Persons.” South African exempt transactions include qualifying offers with an acquisition cost of at least ZAR 1,000,000 per addressee acting as principal. Comparable eligibility and private-placement restrictions apply in Mexico, New Zealand, Peru, the Philippines, Qatar, Saudi Arabia, Singapore, South Korea, Taiwan, Thailand, and the UAE.

Concurrent private placement

Seven strategic investors—Google, NVIDIA, AMD, Broadcom, Micron, Microsoft, and TSMC—agreed, severally and not jointly, to purchase an aggregate $26.0 billion of Class N common stock in a concurrent private placement at the IPO price. At the assumed IPO price of $74.00 per share, the midpoint of the estimated range, the placement represents 351,351,348 shares.

The company will receive all proceeds from the placement and will pay no underwriting discounts or commissions on those shares. Google’s purchase fully exercises its option under the Google 2026 NPA, reducing the amount remaining available under that agreement. AMD’s purchase satisfies part of AMD’s commitment under the Hardware Supply Agreement.

The placement is expected to close immediately after the IPO, subject to conditions that include required stockholder approval, which the company expects to obtain before closing. The IPO is not contingent on completion of the placement.

The placement shares are unregistered restricted securities and may be resold only under an effective registration statement or an available exemption. They are not subject to the company’s market-standoff agreements or the underwriters’ lockups. Class A shares issuable upon conversion of Google’s Class N shares are registrable under the Google RRA, subject to timing limitations.

Legal Matters

Wilson Sonsini Goodrich & Rosati, P.C. served as company counsel and will provide an opinion on the validity of the offered Class A common shares. Certain members of the firm, investment partnerships, and associated persons collectively own less than 0.01% of the company’s outstanding capital stock. Freshfields US LLP advised the underwriters.

Orrick, Herrington & Sutcliffe LLP advised the company on certain executive-compensation and equity matters. LTBT governance matters were advised by its principal legal counsel, John Morley, and Cleary Gottlieb Steen & Hamilton LLP; the co-founders’ governance matters were advised by Cravath, Swaine & Moore LLP.

• On October 30, 2025, the board ratified Ernst & Young LLP’s engagement to audit the consolidated financial statements for the year ended December 31, 2025, and Grant Thornton LLP’s dismissal.
• Grant Thornton’s audit reports for 2023 and 2024 contained no adverse opinion or disclaimer and were not qualified or modified regarding uncertainty, audit scope, or accounting principles. The company reported no qualifying disagreements with Grant Thornton and no reportable events during 2023, 2024, or through October 30, 2025.
• The company also reported that neither it nor anyone acting on its behalf consulted EY during that period about specified accounting, audit-opinion, disagreement, or reportable-event matters.
• Grant Thornton was asked to provide a letter to the SEC addressing the disclosures. The filing identifies the letter as dated October 26, 2026, and filed as Exhibit 16.1.

Independent auditors and accounting experts

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 December 31, 2025, and for FY2025. The filing identifies both firms as independent registered public accountants and includes their reports on the authority of each firm as accounting and auditing experts. The named auditor therefore changes for FY2025; the section does not explain the change.

Anthropic’s prospectus is part of its SEC Form S-1 registration statement, but does not contain all information in the registration statement. Investors should review the complete registration statement and its exhibits, including the contracts filed with it, for further details.

After the offering is completed, Anthropic will be subject to Exchange Act reporting requirements and expects to make its SEC filings available free of charge on its website after filing or furnishing them. Website content is not part of the prospectus. This section contains no financial results, operating metrics, or specific business risks.

Anthropic, PBC — Financial statements and related disclosures

Results

Revenue in 9M2026 was about 13.1 times the prior-year period. Consumption-based revenue was $26.306B versus $2.125B; subscription-based revenue was $6.936B versus $420M. U.S. revenue was $23.470B versus $1.810B, and international revenue was $9.772B versus $735M.

Compute and infrastructure costs were a major expense driver, rising to $18.808B from $4.381B; personnel expense rose to $4.863B from $1.027B. The $1.5B Bartz copyright-settlement charge was recorded in 2025, not 9M2026. Fair-value movements drove large non-operating losses: changes in convertible notes, derivative liabilities and SAFEs produced a $94.324B loss in 9M2026 versus $20.107B in 9M2025. 9M2026 also included $2.359B of interest income and $10.397B of other expense. Thus, the operating improvement did not translate into a lower net loss.

Cash flow

The sharp 9M2026 operating cash-flow improvement reflected the $94.324B noncash fair-value loss adjustment and should not be read as evidence that reported losses were cash-generative. Net investing outflow included $40.318B of short-term investment purchases; net financing inflow included $110.432B of preferred-stock proceeds. Cash, cash equivalents and restricted cash ended 9M2026 at $98.152B, versus $17.632B at September 2025.

Balance sheet and liquidity

The $94M of other intangible assets comprised $79M of technology-related and $15M of contract-related assets. Cash equivalents and short-term investments had a combined fair value of $126.779B at September 2026; this was $150M below amortized cost. The company reported no credit-loss allowance or impairment charge on these securities.

Capital, dilution and commitments

Series G and H fundraising drove preferred-stock carrying value to $157.510B; 9M2026 preferred issuance was $122.242B. Preferred shares sit outside permanent equity because certain events beyond the company’s control could trigger redemption preferences. Class A shares outstanding increased from 1.901267B at December 31, 2025 to 2.168788B at September 30, 2026; Class N shares increased from zero to 30.643M. Total shares reserved on an as-if-converted basis were 12.897333B at September 2026, including 2.902337B shares underlying outstanding options and RSUs. Stock-based compensation expense was $3.255B in 9M2026 versus $584M in 9M2025.

No RSU compensation expense had been recognized because the qualifying liquidity or change-in-control condition was not considered probable. If it became probable, cumulative expense would have been $8.2B at September 2026, with $24.1B of associated unrecognized cost. Unrecognized option compensation was approximately $1.8B, expected to be recognized over 1.2 years.

Compute and infrastructure expansion carries substantial long-term obligations. Disclosures describe approximately $417B of aggregate future minimum payment obligations, primarily for compute equipment, data centers and cloud services; certain agreements separately represent about $313.8B of fixed or minimum-guaranteed commitments. Leases not yet commenced were also reported at approximately $451.2B. These measures have differing scopes and should not be added together. Many commitments commence in 2026–2028 and extend for up to 20 years; further capacity for 2028–2031 was estimated at $125B–$150B. After September 30, additional arrangements carried about $106B of future minimum payments. Commenced operating and finance lease liabilities had present values of $2.810B and $1.674B, respectively.

The secured revolving facility was expanded to $15.0B, with maturity in September 2031, subject to an earlier springing maturity. There were no borrowings at September 2026; letters of credit were $205M. The minimum-liquidity requirement rises from $500M to $5.0B beginning with the quarter ending December 31, 2026. The company reported covenant compliance.

Key risks, accounting and events

Fair-valued convertible notes were a $130.502B liability at September 2026. The auditor identified their valuation as a critical audit matter, citing subjective assumptions and sensitivity to the methods used. Level 3 valuations for partner financing arrangements and other instruments also contributed to earnings volatility. The 2025 financial statements received an unqualified audit opinion; the auditor did not audit or opine on internal control effectiveness. September 2026 figures are unaudited.

Anthropic depends on a limited number of cloud providers and other suppliers for compute capacity; providers also participate in distribution and financing. One customer represented 13% of receivables at September 2026, though no customer accounted for at least 10% of 9M2026 revenue. The company is expanding providers and infrastructure sources to address capacity and counterparty dependence.

Copyright and other litigation remains difficult to estimate. The Bartz settlement was $1.5B plus interest; $450M remained recorded as a current liability at September 2026. Other claims, including copyright, contract and consumer matters, may have material effects, and some intellectual-property indemnities are uncapped. Government actions also create uncertainty: the U.S. government directed agencies to stop using Anthropic’s models and designated the company a supply-chain risk; conflicting court rulings leave the status of government business uncertain.

Anthropic reports one operating segment. In October 2026, partners including Google and AMD agreed to purchase $26.0B of Class N stock contingent on an IPO. In November, the company approved approximately 47M service-vesting RSUs and modified vesting on approximately 67M RSUs, for which it expects material incremental compensation expense; the amount was not yet determined.