Summary
On October 26, 2026, Anthropic, PBC publicly filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission for an initial public offering of Class A common stock on the Nasdaq Global Select Market under the symbol "ANT." The prospectus reported revenue of $16.3 billion for the first six months of 2026, up from $1.2 billion a year earlier, an operating loss of $693 million, and a net loss of $80.7 billion, of which $72.4 billion was a non-cash charge from the rising fair value of convertible notes. It also set out a governance structure in which the Long-Term Benefit Trust elects a majority of the board while a single share of Class F stock, held by an entity of the seven co-founders, carries 50.1% of the votes on other stockholder matters. The number of shares and the price range were not set.
What Happened
The SEC accepted the filing (accession 0001628280-26-067168, file number 333-299633) at 9:00 a.m. Eastern time on October 26. It followed the confidential draft registration statement Anthropic submitted on June 1 and five amended drafts filed between July 13 and October 9. Anthropic announced the filing the same day in a short post naming Goldman Sachs and Morgan Stanley as the lead underwriters.
The summary financial data, audited for 2023 through 2025 and unaudited for the half-year periods, show revenue of $41 million in 2023, $386 million in 2024, and $4.59 billion in 2025. Revenue for the six months ended June 30, 2026 was $16.29 billion, against total operating expenses of $16.98 billion, including $8.95 billion for compute and infrastructure, $3.15 billion for personnel, and $3.17 billion for sales, marketing, and partnerships. The 2025 figures include a separate $1.5 billion operating expense line for the Bartz settlement, the class-action copyright case over books used in training. Net loss was $41.97 billion for 2025 and $80.75 billion for the first half of 2026; the filing attributes most of both to changes in the fair value of convertible notes, derivative liabilities, and SAFEs ($34.3 billion and $72.4 billion), "primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation." Cash, cash equivalents, and short-term investments were $131.65 billion at June 30, 2026.
The risk-factor passages describing Anthropic's purchase commitments and leases, "substantially all of which is related to compute and infrastructure," leave the aggregate dollar amounts blank, stating only that most of the spend falls before the end of 2030 and the remainder between 2031 and 2045. Semafor reported that the filing put future obligations for chips and data center leases at more than $400 billion. The company described its compute as a multi-chip architecture across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs.
The prospectus describes five classes of common stock. Class A shares carry one vote each; Class N shares, held "primarily" by strategic business partners, carry no votes and convert to Class A when sold to an unaffiliated party. The Long-Term Benefit Trust, described as a body of "financially disinterested trustees," holds the Class T stock, which lets it elect and remove the Class T directors, who will form a majority of the board, but carries no other voting or economic rights. Immediately before the offering, Anthropic will issue a single share of Class F stock to a limited liability company whose initial members are CEO Dario Amodei, President and board chair Daniela Amodei, and the five other co-founders; that share carries 50.1% of the total voting power on matters submitted to stockholders generally, including the election of the directors the trust does not choose, and has no economic rights. A Class E stock issued to employees other than the co-founders will vote only on certain limited matters. Because the trust can elect a board majority, Anthropic qualifies as a "controlled company" under Nasdaq rules; it said it would use the resulting exemption only for its nominating and corporate governance committee, which will not be fully independent.
Why It Matters
When Anthropic filed confidentially in June, its own disclosures were limited to revenue run-rate figures and selected cost statements. The public S-1 replaces those with audited annual results and reviewed half-year results, and it shows the gap between operating results and net results: the first-half operating loss was under 5% of revenue, while the reported net loss was about five times revenue because of valuation-linked charges on convertible instruments.
The governance disclosures answer part of the question the confidential filing left open about how a public benefit corporation with a benefit trust would be governed after listing. Public shareholders buying Class A stock will not control either the board majority, which the trust elects, or the general stockholder vote, which the founders' Class F share decides; Semafor described this as an ambivalence toward traditional corporate governance that "stands out even among founder-led tech giants." How the trust and the founder entity would resolve a disagreement, and how the Public Benefit Fund announced on October 18 interacts with the share classes, are matters for later amendments and the road show.
The offering size, price range, and listing date were not in the filing, and the aggregate compute commitments were not stated in the summary passages. OpenAI, which submitted its own confidential draft on May 22, ten days before Anthropic, had no public S-1 on EDGAR when Anthropic filed.
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