Anthropic IPO: what the S-1 filing says (filed Oct 26, 2026)

1 more IPO filing on the Nasdaq Global Select Market, Q4 2026 ↓

Anthropic, PBC filed a Form S-1 registration statement for an initial public offering on 2026-10-26. It has amended it 1 time. As of its latest filing, on 2026-11-02, it has not priced the offering or withdrawn it. Each fact below is quoted from the filing named with it.

What the S-1 says, section by section

Every line in this part is quoted from the S-1 Anthropic filed on Oct 26, 2026, and each link opens the section it comes from. Blanks in the quotes are blanks in the filing: a first registration statement leaves the price range, share count and dates to later amendments. This is not investment advice.

The offering

What was filed

This is an initial public offering of shares of Class A common stock of Anthropic, PBC.From the S-1 filed Oct 26, 2026, Cover page

Exchange and ticker

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol "ANT."From the S-1 filed Oct 26, 2026, Cover page

Price range

It is currently estimated that the initial public offering price per share will be between $ and $ .From the S-1 filed Oct 26, 2026, Cover page

Who controls the company

Public benefit corporation

We are incorporated as a public benefit corporation under Delaware law, a structure consistent with our commitment to artificial intelligence ("AI") safety and responsibility.From the S-1 filed Oct 26, 2026, Cover page

Who elects most of the board

Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors.From the S-1 filed Oct 26, 2026, Cover page

Founder voting control

Our Class F common stock, which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.From the S-1 filed Oct 26, 2026, Cover page

One vote per Class A share

Each share of Class A common stock is entitled to one vote per share and shares of Class N common stock have no voting rights, except as otherwise required by law.From the S-1 filed Oct 26, 2026, Cover page

Controlled company

We are considered a "controlled company" within the meaning of the Nasdaq Global Select Market corporate governance requirements.From the S-1 filed Oct 26, 2026, Cover page

The money

Why it is going public

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate an orderly distribution of shares for the selling stockholders, and enable access to the public equity markets for us and our stockholders.From the S-1 filed Oct 26, 2026, Use of Proceeds

Use of proceeds

We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as hiring and retention of highly skilled personnel.From the S-1 filed Oct 26, 2026, Use of Proceeds

Revenue and losses

Parentheses are losses, as in the filing. From the S-1 filed Oct 26, 2026, Summary Consolidated Financial and Other Data

Lock-up

Lock-up

All of our directors and officers and substantially all of our stockholders are subject to lock-up agreements with the underwriters or market standoff agreements with us that restrict their ability to transfer shares of our Class A common stock and Class N common stock and securities convertible into or exercisable or exchangeable for such shares for: ...From the S-1 filed Oct 26, 2026, Shares Eligible for Future Sale

Lock-up period

Our non-founder directors, officers, and certain of our current and former employees and consultants, during the period ending upon the earlier to occur of (x) 6:00 AM Eastern Time on the second full trading day immediately following the Q1 Earnings Release Date or (y) immediately after the close of the trading day on the 180th day after the date of this prospectus ...From the S-1 filed Oct 26, 2026, Shares Eligible for Future Sale

What happens next

Not final yet

The information in this preliminary prospectus is not complete and may be changed.From the S-1 filed Oct 26, 2026, Cover page

Delivery date

The underwriters expect to deliver the shares against payment in New York, New York, on or about .From the S-1 filed Oct 26, 2026, Cover page

Major holders

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Percentages and the shares each holder sells are blank in this filing. From the S-1 filed Oct 26, 2026, Principal and Selling Stockholders

Risk factors, as the company summarizes them

• Our success depends in large part on our ability to continue to develop the most advanced and capable AI models, and any failure to do so could adversely affect our business.
• If we are unable to secure adequate compute or if we fail to direct our compute effectively across our workloads, we may be unable to train models that remain competitive with those of our competitors or adequately serve our customers.
• Constraints on the critical inputs supporting compute could limit our ability to secure adequate compute.
• We are highly dependent on the continued service of our co-founders, senior management team, and key technical employees, and the loss of any of these individuals may adversely affect our business, financial condition, and results of operations.
• Our company culture has contributed to our success and, if we cannot maintain this culture as we grow, our business could be adversely affected.
• We face intense competition, and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected.
• If the market for our models, platform, and applications develops more slowly than we expect or declines, our growth may slow or stall, and our business, financial condition, and results of operations could be adversely affected.
• If the use of our AI models results in harm, whether through use by malicious actors or misuse by other third parties, or if our model guardrails or safeguards fail to prevent such misuse, our reputation and brand, business, financial condition, and results of operations could be adversely affected.
• Our AI models may behave in unintended, misaligned, or autonomous ways, including by taking harmful actions that no user or third party directed, which could adversely affect our reputation and brand, business, financial condition, and results of operations.
• We may be exposed to liability, litigation, and regulatory action arising from harms associated with our AI models, and our contractual protections and insurance may be insufficient, any of which could adversely affect our business, financial condition, and results of operations.
• A substantial portion of our revenue and accounts receivable is driven by a limited number of customers and distribution channels, and the loss of, or a significant reduction in, spend from one or more of our top customers or disruption through those channels could adversely affect our prospects, business, and financial condition.
• We have a limited operating history in an evolving and nascent industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
• We are at an early stage of our revenue growth, we have experienced rapid growth in recent periods, and our historical growth rates are not indicative of future performance or our ability to sustain or forecast future revenue growth.
• Our business is subject to an evolving and uncertain regulatory and political environment, which could increase our costs, restrict our operations, or adversely affect demand for our models, platform, and applications.
• Our reliance on a limited number of CSPs and suppliers, some of which have strategic and investment relationships with us and are our customers, creates complex dynamics that could give rise to conflicts of interest and adversely affect our access to compute.
• Our capital stock structure features certain provisions that are novel or otherwise not common among other corporations with multiple-class structures, and may effectively eliminate the ability of holders of our Class A common stock to influence important decisions, including a change in control.
• Our capital structure will concentrate voting power with the LTBT and the Founder LLC for the foreseeable future and will result in the LTBT and the Founder LLC having voting power that is not derived from or proportionate to economic interests in our company.
• Our focus on the long-term best interests of our company as a PBC, and the duty of our directors to balance the pecuniary interests of our stockholders, the best interests of those stakeholders materially affected by our conduct, and our Company Purpose, may conflict with short-, medium-, or long-term financial interests and business performance, which may negatively impact the value of our Class A common stock.

From the S-1 filed Oct 26, 2026, Risk Factors Summary

The risk factor sections

• Risks Related to our Business and Industry
• Risks Related to Privacy, Cybersecurity, and Intellectual Property
• Risks Related to Legal and Regulatory Matters
• Risks Related to Tax and Accounting Matters
• Risks Related to our Governance Structure
• Risks Related to Ownership of our Class A Common Stock

From the S-1 filed Oct 26, 2026, Risk Factors

Underwriters

Goldman Sachs & Co. LLC, Morgan Stanley, J.P. Morgan, Citigroup, Barclays, Wells Fargo Securities, BofA Securities, Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, BMO Capital Markets, BNP PARIBAS, Credit Agricole CIB, Jefferies, Mizuho, MUFG, Societe Generale, TD Securities, BTIG, Cantor, Capital One Securities, Macquarie Capital.

From the S-1 filed Oct 26, 2026, Cover page

After this filing

The company fills in the blanks above in amendments to its S-1; marketing the shares to investors starts once a price range is filed; the offering is then priced and the final prospectus filed. This page adds each of those filings as it is made.

What the filings say

Listing

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”From the S-1/A filed 2026-11-02

Use of proceeds

We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as hiring and retention of highly skilled personnel.From the S-1/A filed 2026-11-02

Net loss or income

(2) As of September 30, 2026, unrecognized stock-based compensation expense not reflected in pro forma net loss per share was $24.1 billion related to RSUs for which the service-based vesting condition was not satisfied, and which is expected to be recognized over a weighted-average period of approximately 2.0 years , and $2.1 billion related to our other outstanding equity awards, which is expected to be recognized over a weighted-average period of approximately 1.4 years .From the S-1/A filed 2026-11-02

Timeline

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Where this comes from

A company that wants to sell shares to the public in the United States files a registration statement with the SEC: Form S-1 for a US company, Form F-1 for a foreign one. It amends that statement as the figures and terms are filled in, usually adding the expected price range shortly before the offering. Once the offering is priced it files its final prospectus under Rule 424(b)(4). A company that decides not to go ahead can ask for the registration statement to be withdrawn on Form RW.

Every row on this page is one of those filings, linked to the filing itself. The facts are the company's own sentences, quoted from the filing named beside each one and never reworded; where no filing states a fact in a sentence that can be read exactly, this page leaves it out. A filing is the company's statement of its plans and its figures, not a verification of them, and nothing here is investment advice.

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