A preliminary prospectus: the revenue is real, the price is blank
Anthropic, PBC has filed a Form S-1 for an initial public offering of Class A common stock, proposed for listing on the Nasdaq Global Select Market as ANT. The filing is a preliminary prospectus: the price range, share counts and proceeds are blank. What it does fix is a financial record and a governance design. Revenue grew from $41 million in 2023 to $4,585 million in 2025, then reached $16,286 million in the first half of 2026, with operating income of $974 million in the quarter to June 30, 2026.
The net loss is a different story: $80,748 million in the first half of 2026, almost all of it a non-cash change in fair value of convertible notes. Control sits with a Long-Term Benefit Trust that elects a board majority and a Founder LLC holding 50.1% of general votes through Class F stock, so the five classes of common stock differ sharply in what they buy.
The prospectus summary compares the classes on voting, conversion, transfer, dividends, liquidation and redemption. Only Class A and Class N share in dividends and liquidation; Class T, F and E exist to carry control and employee voting.
| Dimension | Class A common stockPublic class | Class E common stockEmployee class | Class F common stockFounder class | Class N common stockNon-voting | Class T common stockTrust class |
|---|---|---|---|---|---|
| Votes per sharedifferVoting power attached to each share. | 1 vote1 | 1 vote1 | 50.1%50.1% of outstanding voting power on the record date | None0 | 1 vote1 |
| Matters entitled to vote ondifferWhich stockholder decisions the class takes part in. | All mattersAll matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the terms of the LTBT or the rights of Class T common stock; redemption of Class T common stock. | Limited mattersNomination, change in designation or removal of the Specified Class T Director (only if the NGC does not concur with the LTBT); certain amendments to the LTBT terms or Class T rights; redemption of Class T common stock. | All mattersAll matters submitted to stockholders generally; election of non-Class T directors; certain amendments to the LTBT terms or Class T rights; redemption of Class T and Class E common stock. | Only as required by lawNot entitled to vote except as required by law, in which case Class N has one vote per share. | Board majorityElection of the Class T directors, who constitute a majority of the board; redemption of Class E common stock; certain amendments to the rights of Class F common stock. |
| Conversion rightsdifferWhether and when the class converts into another class. | NoneNo conversion rights. | NoneNo conversion rights. | NoneNo conversion rights. | Converts to Class AConverts into Class A common stock on a sale or transfer to an unaffiliated third party. | NoneNo conversion rights. |
| TransferabilitydifferWho may hold or receive the class. | Generally transferableGenerally transferable. | Not transferableNot transferable. | RestrictedNot transferable except in a reorganization or redomiciliation of the Founder LLC that the board approves and that does not change the LLC's members. | Generally transferableGenerally transferable; converts to Class A on transfer as described above. | RestrictedTransferable only on approval of the persons comprising the Trust Amendment Threshold. |
| Dividend rightsdifferEntitlement to dividends and distributions. | Pro rataEntitled to participate pro rata in dividends and distributions. | NoneNo dividend rights. | NoneNo dividend rights. | Pro rataEntitled to participate pro rata in dividends and distributions. | NoneNo dividend rights. |
| Liquidation distributionsdifferEntitlement on liquidation. | Pro rataEntitled to participate pro rata in liquidation distributions. | Par valueEntitled to par value per share. | Par valueEntitled to par value per share. | Pro rataEntitled to participate pro rata in liquidation distributions. | Par valueEntitled to par value per share. |
| Redeemable by the companydifferWhether the company may redeem the class. | NoNot redeemable by the company. | For no considerationRedeemable by the company for no consideration on the occurrence of certain events. | For no considerationRedeemable by the company for no consideration on the occurrence of certain events. | NoNot redeemable by the company. | For no considerationRedeemable by the company for no consideration on the occurrence of certain events. |
The numbers the prospectus leads with, each stated as the filing states it.
Up from $1,163 million in the six months to June 30, 2025.
Revenue rose sequentially in every quarter shown, from $376 million in Q1 2025.
Adjusted Operating Income of $1,618 million. GAAP operating margin was (4)%.
Includes a $72.4 billion change in fair value of convertible notes, derivative liabilities and SAFEs.
At June 30, 2026; $112.4 billion of cash and cash equivalents plus $19.3 billion of short-term investments.
As of September 30, 2026, by the filing's definition that excludes Claude Pro and Max subscribers.
As of September 30, 2026; more than 1,900 spend $1 million or more and about 250 spend $10 million or more.
What the cover page and The Offering section fix, and which terms remain blank because the registration statement is not yet effective.
Class A common stock, sold by Anthropic and by selling stockholders. Anthropic has applied to list on the Nasdaq Global Select Market under the symbol ANT. The 25 underwriters on the cover are led by Goldman Sachs & Co. LLC, Morgan Stanley, J.P. Morgan, Citigroup, Barclays, Wells Fargo Securities and BofA Securities.
The share counts, the price range, the underwriting discount, the proceeds to the company and to selling stockholders, the capitalization and dilution tables, and the pro forma balance sheet columns are all blank. This graph records them as blank rather than estimating them.
Anthropic intends general corporate purposes, including working capital, operating expenses and capital expenditures such as compute and infrastructure, hiring and retention, possible acquisitions, and tax withholding and remittance on settlement of certain restricted stock units. It receives nothing from shares the selling stockholders sell.
Anthropic has never declared or paid cash dividends and does not expect to. The A&R Credit Agreement limits cash dividends even with nothing drawn.
On September 17, 2026 Anthropic effected a 10-for-one forward split of Class A and Class N common stock and a one-for-1,000 reverse split of Class T common stock. All share data in the prospectus reflects them.
A public benefit corporation whose board majority is elected by a trust, with a founder class that carries 50.1% of general votes. The five classes of stock are compared in the matrix below.
Anthropic is a Delaware PBC. Its directors must balance stockholders' pecuniary interests, the best interests of those materially affected by its conduct, and its public benefit purpose: the responsible development and maintenance of advanced AI for the long-term benefit of humanity.
Created in 2023, the trust holds the Class T share and generally elects and removes the Class T directors, a majority of the board. Neither the trust nor its trustees take part in day-to-day management or strategy.
The Founder LLC, whose initial members are the seven co-founders, holds the Class F share worth 50.1% of general voting power, which caps all Class A holders together at 49.9%.
Because the trust can elect a majority of the board, Anthropic is a controlled company under Nasdaq rules. It does not expect to rely on the exemption except for its nominating and corporate governance committee, and a majority of its board is independent.
Amending the trust terms or Class T rights takes 80% of the board and of the trustees if the trustees agree. Without them, it takes the founders' Class F vote plus Class E and Class A majorities, with thresholds that differ before and after the third anniversary of the offering.
Anthropic contributed 846,840,960 Class N shares, 5% of fully diluted shares at June 30, 2026, to the Anthropic Public Benefit Fund. The board has approved issuing up to a further 2% each time the share price rises 50% above the prior milestone, and each co-founder pledged 80% of personal equity to philanthropy.
Claude reaches customers through a platform, a coding agent and a knowledge-work agent, and through three cloud marketplaces.
Claude is delivered as models, the Claude Platform for building and deploying applications, Claude Code for software development, and Claude Cowork for knowledge work. Cowork began as a research preview in January 2026 and is being merged with Claude.ai.
At September 30, 2026 the filing counts more than 11,900 customers at $100,000 or more of trailing-twelve-month revenue, more than 1,900 at $1 million or more, and about 250 at $10 million or more. It does not track an 'enterprise' segment; the $100,000 tier is its proxy.
Claude is sold on AWS, Google Cloud and Microsoft Azure. Revenue through cloud marketplaces was about 11%, 32%, 47% and 48% of total revenue in 2023, 2024, 2025 and the first half of 2026, and 58% of net accounts receivable at June 30, 2026.
Anthropic treats compute from several partners as one fungible pool across AWS Trainium, Google TPUs, NVIDIA GPUs and AMD GPUs, directing capacity to the most productive workload.
Each Claude version helps build the next: running experiments, generating training data, automating evaluations and safety audits, and writing and reviewing code. The filing calls this recursive dynamic 'closing the loop'.
Revenue grew 1,368% year over year in the three months ended June 30, 2026 while compute and infrastructure expenses grew 300%. Compute and infrastructure expense fell from 251% of revenue in Q1 2025 to 48% in Q2 2026.
Financing, debt and compute obligations behind the growth, from the MD&A and risk factors.
Anthropic had raised $141.1 billion by June 30, 2026, holding $112.4 billion of cash and cash equivalents and $19.3 billion of short-term investments, plus $3.2 billion available under its credit facility.
Total indebtedness was $6.2 billion at June 30, 2026, all convertible promissory notes issued to Amazon. A March 2026 note purchase agreement lets Anthropic issue up to $42.0 billion of convertible notes to Broadcom or a designated financial partner to finance an equipment lease.
The accumulated deficit is $132.9 billion, of which $113.2 billion comes from changes in the fair value of convertible notes and derivative liabilities since 2023, including $72.4 billion in the first half of 2026.
Operating activities used $2.6 billion in 2025 and provided $3.9 billion in the six months to June 30, 2026. Financing provided $110.8 billion in that half-year, mainly from preferred stock, and investing used $17.2 billion.
In September 2025 Anthropic agreed to settle the Bartz et al. copyright class action for $1.5 billion; the district court approved it in July 2026. The charge was recorded in the quarter ended September 30, 2025.
A selection from the prospectus summary's risk list: product, compute, concentration, regulation and governance.
Success depends on continuing to develop the most advanced and capable AI models.
Failure to secure adequate compute, or to direct it effectively across workloads, could leave models uncompetitive or customers underserved.
A limited number of cloud services providers and suppliers, some of which invest in and buy from Anthropic, create complex dynamics and potential conflicts of interest.
A substantial portion of revenue and receivables comes from a limited number of customers and distribution channels.
Models may be misused by malicious actors or behave in unintended, misaligned or autonomous ways, harming reputation and creating liability that contracts and insurance may not cover.
A limited operating history in a nascent industry, and rapid recent growth that may not continue, make future prospects hard to evaluate.
An evolving regulatory and political environment could raise costs, restrict operations or reduce demand.
Competition could adversely affect the business if Anthropic cannot compete effectively.
Provisions in the multi-class structure may effectively eliminate Class A holders' ability to influence important decisions, including a change in control.
Voting power concentrates with the trust and the Founder LLC and is not proportionate to economic interests.
Balancing stockholders' interests against stakeholders and the Company Purpose may conflict with financial interests and weigh on the Class A share price.
The business depends on the co-founders, senior management and key technical employees, and on maintaining its culture as it grows.
Who sits on the board and the trust, and who holds the founder and selling-stockholder positions.
Dario Amodei (CEO), Daniela Amodei (President and Chairperson), Reed Hastings, Christopher Liddell, Vas Narasimhan and Yasmin Razavi serve on the board, along with the Class T directors the trust elects. The board has a majority of independent directors.
Krishna Rao has served as Chief Financial Officer since April 2024, after chief financial officer roles at Fanatics Commerce and Cedar.
The trust has five authorized seats and one is vacant. Dr. Neil 'Buddy' Shah has chaired it since June 2023 and will be an initial manager of the Anthropic Public Benefit Fund.
Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah are named as other selling stockholders. Dario Amodei beneficially owns 245,259,100 shares including shares subject to voting proxies and Daniela Amodei 241,408,940; the post-offering percentages are blank.
Summary consolidated statements of operations data, in millions except share and per share amounts. FY figures are audited; the six-month columns are unaudited.
Adjusted Operating Income (Loss), Adjusted Operating Margin and Adjusted Net Income (Loss), the three non-GAAP measures the filing uses. GAAP operating margin is shown for contrast.
Eight quarters of the sequential trend the MD&A describes: revenue rose from $376 million to $11.6 billion, and operating income turned positive in the three months ended June 30, 2026.
Net cash provided by (used in) operating, investing and financing activities. Financing inflows came mainly from redeemable convertible preferred stock, net of issuance costs.
Balance sheet data as of June 30, 2026 (unaudited), actual column only. The pro forma and pro forma as adjusted columns are blank in the filing.
The transactions the prospectus assumes happen immediately before or at completion of the offering, in the order it lists them.
On September 17, 2026, Anthropic effected a 10-for-one forward split of Class A and Class N common stock and a one-for-1,000 reverse split of Class T common stock; the prospectus restates all share data for them.
Immediately before completion, the listed series of redeemable convertible preferred stock convert automatically into Class A or Class N common stock under the amended and restated certificate of incorporation.
One share of Class F common stock is issued to the Founder LLC, carrying 50.1% of general voting power and no economic rights.
Convertible promissory notes convert into Class N common stock, up to the ownership cap that applies to the Amazon Notes; any remainder converts quarter by quarter after the offering or is repaid in cash at maturity.
The 846,840,960 Class N shares held by the Anthropic Public Benefit Fund count as legally outstanding but not as outstanding for accounting purposes while its subsidiary holds them.
Class A shares are issued net for restricted stock units whose service condition is satisfied, after withholding shares for estimated taxes; proceeds may fund the remaining withholding.
The amended and restated certificate of incorporation and bylaws take effect immediately before completion, and Class E common stock is authorized for issue to employees. The company then sells Class A shares and applies to list on Nasdaq as ANT.
The definitions behind Run-Rate Revenue, Net Revenue Retention and the customer-tier counts.
Multiply consumption-based fees for the trailing 28 days ending on the measurement date by 13, then add aggregate monthly subscription fees at the measurement date multiplied by 12.
Take Qualified Customers, those with at least $1 of revenue in the Base Period, excluding Claude Pro and Max subscribers. Divide their Current Period revenue (the three months ending at the measurement date) by their Base Period revenue (the three months ending a year earlier).
Aggregate accounts that belong to one organization, then count organizations with trailing-twelve-month revenue of at least $100,000, $1 million or $10 million.
Anthropic does not separately define or track enterprise customers. It treats customers at $100,000 or more as its measure of enterprise adoption throughout the prospectus.
An initial public offering of Class A common stock by Anthropic and by selling stockholders, with an application to list on the Nasdaq Global Select Market under the symbol ANT. Share counts and the price range are blank in this preliminary prospectus, and the registration statement is not yet effective.
No. Anthropic will not receive any proceeds from shares the selling stockholders sell. The proceeds to the company and to the selling stockholders are separate blank lines on the cover.
For general corporate purposes, including working capital, operating expenses and capital expenditures such as compute and infrastructure, hiring and retention, possible acquisitions or investments, and tax withholding and remittance on settlement of certain restricted stock units. It has no agreements for any material acquisition.
Revenue was $41 million in 2023, $386 million in 2024 and $4,585 million in 2025. In the six months to June 30, 2026 it was $16,286 million against $1,163 million a year earlier, and $11,555 million in the quarter to June 30, 2026.
Not on a GAAP net basis. The operating loss was $693 million in the first half of 2026, but operating income was $974 million in the quarter to June 30, 2026. The net loss for the half-year was $80,748 million, and Adjusted Operating Income was $1,618 million, a 10% margin.
Because of a non-cash change in fair value of convertible notes, derivative liabilities and SAFEs: $72,388 million in the first half of 2026, mainly from a rising enterprise valuation. The conversions at the offering end further recognition of those changes.
A trust of financially disinterested trustees that holds the single Class T share. It generally elects and removes the Class T directors, who make up a majority of the board, but has no day-to-day management role. Five seats are authorized and one is vacant.
The Founder LLC's Class F share carries 50.1% of general voting power, so all Class A holders together hold at most 49.9%. The trust separately elects a majority of the board. Together they can elect every director.
Because the trust can elect a majority of the board, Anthropic qualifies as a controlled company under Nasdaq rules and may opt out of certain governance requirements. It says it does not expect to rely on the exemption except for its nominating and corporate governance committee.
About 11%, 32%, 47% and 48% of revenue in 2023, 2024, 2025 and the first half of 2026. Cloud marketplace customers were 42%, 60% and 58% of net accounts receivable at December 31, 2024, December 31, 2025 and June 30, 2026.
At June 30, 2026: $112.4 billion of cash and cash equivalents, $19.3 billion of short-term investments and $3.2 billion available under its credit facility. Total indebtedness was $6.2 billion, all Amazon convertible notes, and it can issue up to $42.0 billion of notes to Broadcom or a designated partner.
It annualizes trailing 28-day consumption fees (times 13) and monthly subscription fees (times 12). The filing warns it is not a substitute for GAAP revenue or a forecast, and that annualizing a short window means it may not reflect revenue continuing at the same rate for a year.
A copyright infringement class action, Bartz et al. v. Anthropic PBC, settled in September 2025 for $1.5 billion. The court approved the settlement in July 2026, and the charge was recorded in the quarter ended September 30, 2025.
It has never paid cash dividends and does not expect to. It intends to retain funds for the business, and the A&R Credit Agreement limits dividends even though nothing is drawn.
A contribution of 846,840,960 Class N shares (5% of fully diluted shares) to the Anthropic Public Benefit Fund, a board-approved framework to issue up to a further 2% at each 50% share-price milestone, and a pledge by each co-founder of 80% of personal equity to philanthropy.
At September 30, 2026: more than 11,900 customers at $100,000 or more of trailing-twelve-month revenue, more than 1,900 at $1 million or more, and about 250 at $10 million or more, with Net Revenue Retention of about 900%.
Immediately before completion, Series A, C-1, D-1, D-2, E-1, F-1, G-1 and H-1 preferred converts to Class A, and Series B, C-2, D-3, E-2 to E-5, F-2, G-2 to G-4 and H-2 to H-4 converts to Class N.
The share counts, price range, underwriting discount, offering proceeds, capitalization and dilution tables, pro forma and pro forma as adjusted balance sheet columns, pro forma net loss per share, and post-offering ownership percentages.
The iterative cycle in which an AI agent receives a task, takes an action such as running code or calling a tool, observes the result, and decides its next step until the task is complete.
AI systems that, with varying autonomy, plan, determine and sequence actions and carry them out through interaction with external tools, services, datasets and environments on a user's behalf.
An approach to training in which models evaluate, critique and revise their own responses against written principles, currently organized around four priorities: broadly safe, broadly ethical, compliant with guidelines, and genuinely helpful.
Algorithmic and methodological improvements in training and inference that raise the effective output of a given amount of compute.
A development cycle in which successive versions of an AI model assist in building the next, aiming to compound capability gains.
A technology company that runs large-scale cloud infrastructure and sells on-demand compute, storage and networking; CSPs can also serve as distribution channels for AI products.
Qualified Customers' Current Period revenue divided by their Base Period revenue, reflecting expansion, contraction and churn at a measurement date.
An operating metric: the trailing 28-day consumption-based fees multiplied by 13, plus aggregate monthly subscription fees multiplied by 12. It is not a GAAP measure or a forecast.
Customers contributing at least $100,000, $1 million or $10 million of revenue in the trailing twelve months ending on the measurement date, counted per organization.
An AI system that works alongside humans on complex, multi-step, professional-level work, carrying the access rights, system connections and context its organization grants.
The filing's term for a highly capable form of frontier AI expected to match or exceed top human experts across most disciplines and to work autonomously for hours, days or weeks.
The consumption revenue model: customers pay for usage of the intelligence service, metered in tokens and priced by the model selected.
A corporation that must identify a public benefit in its charter and whose directors must balance stockholders' pecuniary interests, the interests of those materially affected, and that benefit.
A trust of financially disinterested trustees that holds Class T common stock and generally elects and removes a majority of the board.
A company in which one holder or group has the power to elect a majority of directors, allowing it to opt out of some Nasdaq governance requirements.
The first sale of a company's shares to the public. Here, an offering of Class A common stock by the company and selling stockholders with a proposed Nasdaq listing as ANT.
Figures that give effect to stated transactions as if they had occurred on an earlier date, such as the Preferred Stock Conversion, the Convertible Notes Conversion and the Class F issuance.
The net issuance of Class A shares for restricted stock units whose service condition is met, after withholding shares to cover estimated tax obligations.
A non-GAAP measure: operating income (loss) adjusted for stock-based compensation, non-cash charitable contributions and the Bartz settlement.
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