Anthropic Files Its S-1: What the Official IPO Filing Reveals

The short answer

On October 26, 2026, Anthropic filed its S-1 publicly with the SEC for an initial public offering of Class A common stock, which it has applied to list on the Nasdaq Global Select Market under the ticker "ANT." The filing is preliminary: the price range and share counts are blank, the registration is not yet effective, and no shares can be sold. Goldman Sachs and Morgan Stanley lead a group of 22 underwriters.

Revenue was $4.585 billion in 2025 and $16.286 billion in the first half of 2026, and operating income turned positive in the second quarter of 2026. The $80.7 billion first-half net loss is mostly non-cash fair-value accounting, compute commitments are about $265.6 billion as of June 30, and a founder share holds a fixed 50.1% of the vote.

Hey everyone,

Today, October 26, Anthropic made its S-1 public, the registration statement that kicks off its initial public offering. It's the first time the company's audited numbers, ownership structure, and risks have been laid out in an official SEC filing, and it confirms the figures from the leaked draft we covered in September. We read the filing itself on SEC EDGAR, and everything below comes from it unless we say otherwise.

One thing to know up front: this is a preliminary prospectus. The price range and the number of shares are still blank, the registration isn't yet effective, and no shares can be sold. Think of it as the opening chapter, with more details to come in later amendments.

What did Anthropic actually file?

Anthropic, PBC filed a Form S-1 for an initial public offering of its Class A common stock. The key terms:

• Exchange and ticker: it has applied to list on the Nasdaq Global Select Market under the symbol "ANT."
• Price and size: blank. The cover page leaves the price range and the number of shares offered by the company and by selling stockholders empty. Those will appear in a later amendment.
• Underwriters: 22 banks, with Goldman Sachs and Morgan Stanley as the representatives, alongside J.P. Morgan, Citigroup, Barclays, Wells Fargo, BofA Securities, and others.
• Who's selling: both the company and selling stockholders will sell shares. The company won't receive proceeds from the selling stockholders' shares. The filing names several co-founders among the holders.
• Where: the offering includes public offerings in Australia, Canada, parts of the European Economic Area, Japan, Switzerland, and the United Kingdom, though the stock won't be listed outside the U.S.
• Use of proceeds: general corporate purposes, including compute and infrastructure, hiring, and the tax withholding tied to settling employee restricted stock units (RSUs).

The filing doesn't give a date. Press reports, including Fortune's, say a debut around Thanksgiving week is expected, with valuation expectations of $1.5 trillion to $2 trillion. Those numbers are not in the S-1 and should be treated as unconfirmed. For how the process works from here, see our guide to IPOs.

How fast is Anthropic's revenue growing?

Very fast. Annual revenue went from $41 million in 2023 to $386 million in 2024 to $4.585 billion in 2025. In just the first six months of 2026 it was $16.286 billion, about 3.5 times all of 2025 and 14 times the same period a year earlier.

Anthropic quarterly revenue ($ billions)

Who is buying? The filing says that as of September 30, 2026, Anthropic had more than 11,900 customers spending at least $100,000 on a trailing-twelve-month basis, more than 1,900 spending at least $1 million, and about 250 spending at least $10 million. More than half of the Fortune 500 are in the $100,000-plus group. It also reports about 40 million customers each spending less than $100,000.

On concentration, the filing says no single customer accounted for more than 10% of revenue in the nine months ended September 30, 2026, and that about 79% of third-quarter revenue came from outside its top five customers, up from about 64% in the first quarter. It also notes that headcount grew from about 940 at the end of 2024 to about 5,300 at the end of September.

Is Anthropic profitable?

It depends on which line you read, and the filing shows a rapid change. On an operating basis, the company lost $8.06 billion in 2025 but only $693 million in the first half of 2026, and the quarterly table shows a positive operating income of $974 million in the second quarter of 2026, after an operating loss of $1.67 billion in the first. Anthropic's own "Adjusted Operating Income," which excludes stock-based compensation, certain non-cash charitable contributions, and the 2025 $1.5 billion Bartz copyright settlement, was a $1.618 billion profit in the first half of 2026, a 10% margin, versus a $4.854 billion loss for all of 2025. Operating cash flow was also positive, at $3.93 billion in the first half.

But the net loss is enormous: $80.748 billion for the first six months of 2026. The reason is mostly accounting, not operations. A $72.388 billion non-cash charge came from the change in fair value of convertible notes, derivatives, and SAFEs (early investment instruments), which rose in value as Anthropic's valuation did. A further $8.757 billion of other expense mostly reflects the initial and subsequent fair value changes of assets and liabilities under note purchase agreements, according to the filing. This is the same pattern we described in September: the 2025 net loss of $41.965 billion included a $34.308 billion charge of this kind.

What's inside the $80.7B net loss, first half of 2026 ($B)

The balance sheet shows why the company can absorb these numbers for now. As of June 30, 2026, Anthropic reported $131.7 billion of cash, cash equivalents, and short-term investments, after raising $110.8 billion from financing activities in the first half of the year. That money is largely earmarked for the next topic.

How much has Anthropic committed to spend on compute?

Compute and infrastructure was the largest expense, $8.945 billion in the first half of 2026, up from $2.334 billion a year earlier. Even as revenue exploded, that share of revenue fell from 251% in the first quarter of 2025 to 48% in the second quarter of 2026. Sales, marketing, and partnerships also jumped, from $120 million to $3.168 billion in the first half.

The filing then lays out large, long-term commitments. As of June 30, 2026, expected future fixed or minimum guaranteed commitments under its compute and infrastructure agreements were about $265.6 billion, with terms from one to 20 years. Since June 30, it has signed new and amended agreements with aggregate minimum payments of roughly $245 billion, some subject to conditions, plus about $21 billion of shorter-term non-cancelable commitments. Anthropic also estimates $125 billion to $150 billion of future payments for additional TPU compute not yet counted in its commitments table, and says other agreements without fixed minimums are expected to be significant. These totals are reported separately in the filing and aren't simply additive.

Major compute agreements described in the S-1 ($ billions)

Note the SpaceXAI line. SpaceX's AI unit, formerly xAI, is both a rival and a supplier here: Anthropic agreed to spend up to $120.5 billion to access compute powered by NVIDIA GPUs, about $3.1 billion a month once capacity is delivered, which it expects in December 2026. That's the cloud revenue SpaceX highlighted in its quarterly results, which we covered in our post on the SpaceX and Tesla merger talks. The filing also describes a hardware supply agreement with AMD, under which AMD committed to purchase up to $5.0 billion of Anthropic's Class N stock if certain conditions are met. For more on the broader buildout, see our post on data centers and the economy.

Who controls Anthropic after the IPO?

This is one of the most unusual parts of the filing. Anthropic is a Delaware public benefit corporation, which means its directors must balance shareholders' financial interests, the interests of those affected by its conduct, and a stated public benefit purpose: "the responsible development and maintenance of advanced AI for the long-term benefit of humanity." The capital structure is built around that:

• Class A common stock is what the public will buy. It carries one vote per share, but collectively Class A holders are limited to 49.9% of the total voting power.
• Class F: a single share, held by an LLC owned by the seven co-founders, which carries a fixed 50.1% of the voting power on most matters, including electing directors other than the Class T directors. It has no economic rights, and is voted by a vote of the co-founders with each holding one vote.
• Class T: a single share held by the Long-Term Benefit Trust (LTBT), a group of financially disinterested trustees. It lets the LTBT elect and remove directors who make up a majority of the board. It has no economic rights.
• Class N: non-voting stock. Certain series of preferred stock and convertible notes, including notes held by Amazon, convert into it.

Anthropic says it will be a "controlled company" under Nasdaq rules. In its own risk factors, it warns that the structure features provisions that are "novel or otherwise not common" and "may effectively eliminate the ability of holders of our Class A common stock to influence important decisions" such as a change in control. That's a genuine trade-off for buyers: the governance is designed to protect the mission, but it limits what ordinary shareholders can do. The six-person board is made up of co-founders Dario Amodei (CEO) and Daniela Amodei (President and Chairperson), plus Reed Hastings (lead independent director), Christopher Liddell, Vas Narasimhan, and Yasmin Razavi. Hastings, Liddell, and Narasimhan are the directors elected through the Class T share. Krishna Rao is the chief financial officer.

How does the Public Benefit Fund show up in the filing?

In our post on Anthropic's and Elon Musk's share pledges, we noted that the baseline for Anthropic's milestone-based additions hadn't been disclosed. The S-1 fills that in. Anthropic says it has already contributed 846,840,960 shares of Class N common stock, representing 5% of its fully diluted shares as of June 30, 2026 (assuming full conversion of its Amazon notes), to the Anthropic Public Benefit Fund, a wholly owned subsidiary. Its board has also approved a framework to issue up to an additional 2% each time the share price appreciates 50% above the prior milestone, starting with the IPO price. The co-founders have each pledged to dedicate 80% of their personal equity to philanthropy.

By our arithmetic, 5% of a company valued at the reported $1.5 trillion to $2 trillion would be roughly $75 billion to $100 billion, though the actual value will depend on the IPO price and the final share count.

What are the biggest risks Anthropic lists?

The filing's risk summary runs through a long list. The ones that stand out for investors:

• Compute. Its ability to secure enough computing power, and constraints on the inputs behind compute, could limit its ability to train competitive models and serve customers.
• Competition and keeping up. Its success depends on continuing to build the most advanced and capable AI models.
• Relationships with cloud providers. Its reliance on a limited number of cloud providers and suppliers, some of which invest in Anthropic and are also its customers, could create conflicts of interest.
• AI behavior and liability. The company says its models "may behave in unintended, misaligned, or autonomous ways," and that it could face liability and regulatory action from harms linked to its models.
• Concentration and limited history. A substantial portion of revenue and receivables comes from a limited number of customers and distribution channels, and the company has a limited operating history in a new industry. It also says historical growth rates aren't indicative of future performance.
• Governance. The dual-class structure and the duty to weigh the public benefit purpose may conflict with shareholders' financial interests.

What happens next, and what are lock-ups?

The next milestones are an amended S-1 that includes the price range and share counts, a roadshow where management meets investors, pricing, and the first day of trading. Insiders are typically restricted from selling right after an IPO. Anthropic's filing describes lock-up and market standoff agreements with the underwriters that generally run 180 days after the prospectus date, with specified early-release provisions, and the filing notes that some shares could become eligible for sale earlier than that. Lock-up expirations can add selling pressure, which we explain in our IPO guide.

What does this mean for investors?

• The leaks held up. The official 2025 numbers match the draft we covered in September: $4.585 billion of revenue, an $8.06 billion operating loss, and a $41.965 billion net loss including a $34.308 billion non-cash charge. See our earlier post.
• P/E doesn't work yet. With a net loss, there's no meaningful P/E, and the net loss is dominated by fair-value accounting. Look at revenue growth, operating income, and cash flow instead, as we discuss in our P/E post.
• Valuation is a big question. Using the filing's first-half revenue of $16.3 billion, annualized to about $32.6 billion, a valuation of $1.5 trillion to $2 trillion works out to roughly 46 to 61 times that revenue. That's our arithmetic, not a figure from the filing. Revenue is growing much faster than that annualized number, so the multiple on current run-rate revenue would be lower, but the multiple depends on growth continuing.
• Commitments are large. Hundreds of billions in compute commitments are a bet that revenue will keep scaling.
• You'd be buying limited control. Class A holders have a minority of the votes and no say over a majority of the board.
• Wait for the amendment. The price range, share count, and Q3 numbers aren't in this version. IPO shares often trade at a premium to the offer on day one, but not always, and the first day isn't a guide to the long run.

Key takeaways

• Anthropic has filed publicly for a Nasdaq IPO under the ticker "ANT," with the price range and share count still blank.
• Revenue is exploding: $4.585 billion in 2025 and $16.286 billion in the first half of 2026, with Q2 operating income turning positive.
• The $80.7 billion net loss is mostly non-cash, driven by $72.4 billion of fair-value charges.
• Compute commitments are enormous, at about $265.6 billion as of June 30, with hundreds of billions more signed since.
• Governance is unusual: a 50.1% founder vote, a trust that elects a board majority, and Class A shareholders with limited influence.
• This is the start, not the finish. Watch the amended filing for the price, share count, and Q3 results.

We'll update this post as the amended filing and pricing details come out.

More soon,
Learn to Love Money

Sources

• U.S. SEC EDGAR: Anthropic, PBC Form S-1 registration statement (filed Oct. 26, 2026)
• Anthropic: Anthropic files S-1 with the SEC for proposed initial public offering (Oct. 26, 2026)
• Fortune: Anthropic's S-1 shows $16.3 billion in revenue and an $80.7 billion net loss (timing and valuation expectations)