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Anthropic S-1 filing, read

IPO prospectus · S-1/A filed 10 November 2026 · 3 versions on file · 439 printed pages read

Anthropic, PBC filed its S-1/A with the SEC on 10 November 2026. This is what it says, read from the printed pages by code with no AI, in a fixed order: four questions about the business, and the price last. Every figure carries the page it was printed on.

Price range$70 to $78a share, in this filing cover
Revenue$33.2B9M 2026 +1,206% on the year before p.F-7
Revenue$4.6BFY2025 +1,088% on the year before p.F-7
Net result-$104.0B9M 2026 p.F-12
Operating cash$6.6B9M 2026 p.F-12
Cash$95.6BSep 2026 p.F-5
Debt$130.5BSep 2026 p.F-5

What the business does

Anthropic was founded in 2021 by a team of researchers responsible for many of the breakthroughs that define SI. We are first and foremost a research lab, our mission is the responsible development and maintenance of advanced AI for the long-term benefit of humanity. This mission directs our focus, along with our talent and culture, our frontier and safety research, our approach to compute, and our enterprise strategy, it is one of the core advantages that set us apart. p.6

The five questions

Each reading with the chart behind it. Hover or tap a bar for its figure.

1 of 5Growing

Is revenue really growing?

Revenue grew 1088% in FY25. Year to date it is up 1206% (9M ’26 on 9M ’25). Across the audited years it went from $41M in FY23 to $4.6B in FY25. The filing reports no segment split, so growth cannot be checked business by business.

$33.2BRevenue, 9M ’26 p.F-7
Revenue by year, then year to date p.F-7FY2023 · Revenue: $41M$41MFY2023FY2024 · Revenue: $386M$386MFY2024FY2025 · Revenue: $4.6B$4.6BFY20259M 2025 · Revenue: $2.5B$2.5B9M 20259M 2026 · Revenue: $33.2B$33.2B9M 2026
$ millions as printed; hover a bar for its figure
Revenue by quarter, three months to each date p.164Mar '25 · Revenue, three months: $376MMar '25Jun '25 · Revenue, three months: $787MJun '25Sep '25 · Revenue, three months: $1.4BSep '25Dec '25 · Revenue, three months: $2.0BDec '25Mar '26 · Revenue, three months: $4.7BMar '26Jun '26 · Revenue, three months: $11.6BJun '26Sep '26 · Revenue, three months: $17.0BSep '26
latest quarterthe same quarter a year earlier
2 of 5Mixed

Does it fund its own growth?

Free cash flow was negative in 4 of 5 periods shown. The latest, 9M ’26, was $5.6B. Check what the spending bought. In 9M ’26 operations produced $6.6B, capital spending was $925M, and $111B came in from shareholders and lenders.

$5.6BFree cash flow, 9M ’26 p.F-12
Cash in from operations, cash out on capital spending p.F-12FY2023 · Operating cash flow: -$1.6BFY2023 · Capital spending: -$2.0MFY2023 · Free cash flow: -$1.6BFY2023FY2024 · Operating cash flow: -$5.7BFY2024 · Capital spending: -$15MFY2024 · Free cash flow: -$5.7BFY2024FY2025 · Operating cash flow: -$2.6BFY2025 · Capital spending: -$131MFY2025 · Free cash flow: -$2.8BFY20259M 2025 · Operating cash flow: -$2.0B9M 2025 · Capital spending: -$111M9M 2025 · Free cash flow: -$2.1B9M 20259M 2026 · Operating cash flow: $6.6B9M 2026 · Capital spending: -$925M9M 2026 · Free cash flow: $5.6B9M 2026
Operating cash flowCapital spendingFree cash flow
Free cash flow = operating cash flow minus capital spending
3 of 5Equity below zero

Is the debt sane?

Equity is below zero, so the usual debt ratios mean nothing here. The flags show pre-IPO funding that turns into shares at the offering, which is usually why. At Sep ’26 the balance sheet held $95.6B of cash against $131B of debt and $158B of convertible preferred stock outside equity.

−$150BEquity, Sep ’26 p.F-6
Cash, debt and equity on the balance sheet p.F-5 p.F-6FY2024 · Cash: $3.1B$3.1BFY2024 · Debt: $14.1B$14.1BFY2024 · Equity: -$9.8B-$9.8BFY2024FY2025 · Cash: $17.4B$17.4BFY2025 · Debt: $41.7B$41.7BFY2025 · Equity: -$50.5B-$50.5BFY2025Sep 2026 · Cash: $95.6B$95.6BSep 2026 · Debt: $130.5B$130.5BSep 2026 · Equity: -$149.9B-$149.9BSep 2026
CashDebtEquity
At each year end, and the latest balance sheet date
4 of 5Loss mostly not cash

Does the profit show up as cash?

In 9M ’26 the company reported a −$104B result but its operations produced $6.6B of cash. Most of the loss is not cash: read the non-cash items before reading the loss. The largest non-cash item in 9M ’26 was “change in fair value of convertible notes, derivative liabilities, and safes”, $94.3B.

−$104B / $6.6BResult / op. cash, 9M ’26 p.F-12
The result against the cash operations produced p.F-12FY2023 · Net result: -$1.5BFY2023 · Operating cash flow: -$1.6BFY2023FY2024 · Net result: -$8.3BFY2024 · Operating cash flow: -$5.7BFY2024FY2025 · Net result: -$42.0BFY2025 · Operating cash flow: -$2.6BFY20259M 2025 · Net result: -$25.1B9M 2025 · Operating cash flow: -$2.0B9M 20259M 2026 · Net result: -$104.0B9M 2026 · Operating cash flow: $6.6B9M 2026
Net result, profitNet result, lossOperating cash flow
5 of 5Range set

Only then: is the price sane?

A range of $70 to $78 a share is set. The final price comes in the last prospectus. At the middle of the range, the 13.09B shares outstanding after the offering put the market value at $968B and the enterprise value, after debt and cash, at $818B, 23.2 times revenue for the last 12 months through 9M ’26.

$70 to 78Price range cover

Who controls it

Founder LLC, after the offering

Share of the vote p.299
50.1%

The filing does not print the total shares outstanding in this version, so the share of all shares cannot be worked out yet.

The share classes, in the filing's words

ClassVotes a shareWhat the filing says
Class A1Each share of Class A common stock is entitled to one vote and shares of Class N common stock have no voting rights, except as otherwise required by law. cover
Class EThe holders of our Class E common stock have no voting rights with respect to matters submitted to stockholders, except as set forth within our amended and restated certificate of incorporation with respect to the proposed nomination, removal, or change in designation of the Specified Class T Director (in circumstances where our NGC does not concur with the LTBT’s proposed action), certain changes to the terms of the LTBT or the rights of our Class T common stock, the redemption of our Class T … p.304
Class FThe holder of our Class F common stock 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 as of the applicable record date on matters submitted to a vote of stockholders generally, including the election of the directors other than the Class T directors. p.303
Class N0Holders of our Class N common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law, such as certain amendments to our amended and restated certificate of incorporation that would adversely affect the powers, preferences, or special rights of our Class N common stock without so adversely affecting our Class A common stock, on which the DGCL entitles such holders to vote separately as a series. p.303
Class TThe holder of our Class T common stock has no voting rights with respect to matters submitted to stockholders, except as set forth within our amended and restated certificate of incorporation with respect to the election of a majority of our board of directors, the redemption of our Class E common stock, certain amendments to the rights of our Class F common stock, or as otherwise required by law, such as certain amendments to our amended and restated certificate of incorporation that would … p.303
Control, in the filing's words
  • Controlled companyWe are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements. cover
  • Governance exemptionAlthough we qualify as a “controlled company,” we do not expect to rely on this exemption except with respect to our nominating and corporate governance committee (“NGC”), which will not consist entirely of independent directors. p.15
  • Who elects the boardThrough 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. cover
  • When Class F endsOur Class F common stock will remain outstanding until the earlier of (i) the completion of the Class F Transition Period (as defined below), which will commence when there have been fewer than three Continuing Founders (not including any successor member who is a “Non-Qualifying Member” as defined in the Founder LLC limited liability company agreement (the “Founder LLC Agreement”)) for 90 consecutive calendar days and (ii) the time when there is no Class F common stock outstanding, including as a result of a redemption thereof agreed to by a Supermajority (as defined below) of the Continuing Founders or upon the dissolution of the Founder LLC (the “Class F Sunset Time”). p.112
  • Public benefit corporationWe are incorporated as a public benefit corporation under Delaware law, a structure consistent with our commitment to artificial intelligence (“AI”) safety and responsibility. cover

The owners table, shares held after the offering p.299

HolderGroupClass A sharesClass F sharesClass T sharesVote
Dario AmodeiDirectors237,259,602001.6%
Daniela AmodeiDirectors238,030,562001.6%
Krishna RaoDirectors9,497,90000
Reed HastingsDirectors9,41000
Christopher LiddellDirectors9,41000
Vas NarasimhanDirectors176,05000
Yasmin RazaviDirectors0000.0%
All executive officers and directors as a group (7 persons)Directors489,604,054003.3%
Long-Term Benefit TrustGreater than 5% Stockholders0010.0%
Founder LLCGreater than 5% Stockholders01050.1%
Tom BrownOther Selling Stockholders240,794,662001.6%
Jack ClarkOther Selling Stockholders238,893,462001.6%
Jared KaplanOther Selling Stockholders238,972,792001.6%
Sam McCandlishOther Selling Stockholders240,005,472001.6%
Christopher OlahOther Selling Stockholders239,504,042001.6%

A blank vote cell is under 1% or not printed in this version. Shares include any the holder can acquire within 60 days, as the filing counts them.

Key figures, as printed

From the statements of operations and cash flows

$ millionFY2023FY2024FY20259M 20259M 2026Page
Revenue41.03864,585p.F-7
Revenue, year to date2,54533,242p.F-7
Net income (loss)-1,531-8,309-41,965-25,107-104,039p.F-12
Operating cash flow-1,627-5,692-2,637-2,0246,569p.F-12
Free cash flow
operating cash flow minus capital spending
-1,629-5,707-2,768-2,1355,644p.F-12

From the balance sheet

$ millionFY2024FY2025Sep 2026Page
Cash3,14117,38895,562p.F-5
Debt
current plus non-current lines, leases as the filing groups them
14,11641,677130,502p.F-5

The financial statements, as printed

Every line in the filing's own order and words. Switch between $ million and $ billion in the table's corner; the column headings stay in view as you scroll down.

Consolidated Statements of Operations p.F-7

$ millionFY2023FY2024FY20259M 20259M 2026
Revenue41.03864,5852,54533,242
Operating expenses
Compute and infrastructure4332,5227,3264,38118,808
Personnel95.04541,8391,0274,863
Bartz settlement0.00.01,5001,5000.0
Sales, marketing, and partnerships2.043.05683225,529
Other operating and administrative62.03471,4125395,302
Total operating expenses5923,36612,6457,76934,502
Operating loss-551-2,980-8,060-5,224-1,260
Interest income69.01064312392,359
Change in fair value of convertible notes, derivative liabilities, and SAFEs-1,045-5,434-34,308-20,107-94,324
Other income (expense), net-2.00.0-8.0-3.0-10,397
Total other income (expense), net-978-5,328-33,885-19,871-102,362
Loss before provision for income taxes-1,529-8,308-41,945-25,095-103,622
Provision for income taxes2.01.020.012.0417
Net loss-1,531-8,309-41,965-25,107-104,039
Net loss per share attributable to common stockholders, basic and diluted per share, $-1.42-5.43-23.04-13.90-50.10
Weighted-average shares outstanding, basic and diluted shares1,076,8811,528,9951,821,0851,806,8032,076,810

Consolidated Balance Sheets p.F-5 p.F-6

$ millionFY2024FY2025Sep 2026
Assets
Current assets
Cash and cash equivalents3,14117,38895,562
Short-term investments0.02,88936,283
Accounts receivable, net95.09097,892
Prepaid expenses and other current assets2,0762,5601,283
Total current assets5,31223,746141,020
Restricted cash13.013.02,540
Property and equipment, net19.01463,061
Operating lease right-of-use assets35.01262,839
Goodwill0.0154595
Other assets, noncurrent2,3734764,265
Total assets7,75224,661154,320
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current liabilities
Accounts payable, accrued expenses, and other current liabilities3332,5119,426
Operating lease liabilities, current13.037.0274
Deferred revenue28.02691,971
Total current liabilities3742,81711,671
Operating lease liabilities, noncurrent39.080.02,536
Convertible notes payable14,11641,677130,502
Other noncurrent liabilities1508231,974
Total liabilities14,67945,397146,683
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock, $0.00001 par value; 360,995, 728,289, and 1,040,441 shares authorized as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively; 220,219, 544,322, and 853,394 shares issued and outstanding as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively; aggregate liquidation preference of $2,874, $24,646, and $136,286 as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively2,87429,769157,510
Stockholders’ deficit
Class A common stock, $0.00001 par value; 6,319,705, 8,162,757, and 10,906,112 shares authorized as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively; 1,779,060, 1,901,267, and 2,168,788 shares issued and outstanding as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively0.00.00.0
Class N common stock, $0.00001 par value; 2,148,900, 5,547,243, and 7,128,888 shares authorized as of December 31, 2024 and 2025 and September 30, 2026 (unaudited), respectively; no shares issued and outstanding as of December 31, 2024 and 2025, and 30,643 shares issued and outstanding as of September 30, 2026 (unaudited)0.00.00.0
Class T common stock, $0.00001 par value; 0 shares authorized and issued as of December 31, 2024 and 2025 and September 30, 2026 (unaudited)0.00.00.0
Additional paid-in capital2391,6446,481
Accumulated other comprehensive income (loss)0.05.0-161
Accumulated deficit-10,040-52,154-156,193
Total stockholders’ deficit-9,801-50,505-149,873
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit7,75224,661154,320

Consolidated Statements of Cash Flows p.F-12 p.F-13

$ millionFY2023FY2024FY20259M 20259M 2026
Cash flows from operating activities
Net loss-1,531-8,309-41,965-25,107-104,039
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock-based compensation expense29.01921,1585843,255
Depreciation and amortization3.021.040.024.0250
Change in fair value of convertible notes, derivative liabilities, and SAFEs1,0455,43434,30820,10794,324
Donation matching program liability0.00.05410.02,086
Recognition and change in fair value of other financial instruments0.00.00.00.010,277
Other0.07.011.04.0-11.0
Changes in operating assets and liabilities
Accounts receivable, net-10.0-90.0-834-500-7,076
Prepaid expenses and other assets-1,253-3,1901,7717791,435
Accounts payable, accrued expenses, and other liabilities84.02222,0791,8674,377
Lease liabilities-1.00.013.024.0-11.0
Deferred revenue7.021.02411941,702
Net cash provided by (used in) operating activities-1,627-5,692-2,637-2,0246,569
Cash flows from investing activities
Purchases of property and equipment-2.0-15.0-131-111-925
Prepayments for leased assets and equipment0.00.0-54.0-51.0-1,955
Purchases of short-term investments0.00.0-3,082-1,831-40,318
Sales and maturities of short-term investments0.00.02139.06,900
Other investing activities0.0-7.0-23.0-23.0-248
Net cash used in investing activities-2.0-22.0-3,077-2,007-36,546
Cash flows from financing activities
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs4451,18816,54816,548110,432
Principal payments for finance leases0.00.00.00.0-88.0
Issuance of convertible notes for cash1,7506,0503,4502,0500.0
Proceeds from issuance of common stock3.010.011159.0407
Repurchase of common stock0.00.0-149-1490.0
Issuance of SAFEs for cash1220.00.00.00.0
Payment of deferred offering costs0.00.00.00.0-16.0
Net cash provided by financing activities2,3207,24819,96018,508110,735
Effect of exchange rate changes on cash, cash equivalents, and restricted cash0.00.01.01.0-7.0
Net increase in cash, cash equivalents, and restricted cash6911,53414,24714,47880,751
Cash, cash equivalents, and restricted cash at beginning of period9291,6203,1543,15417,401
Cash, cash equivalents, and restricted cash at end of period1,6203,15417,40117,63298,152

Stock pay and commitments

Stock-based pay p.F-12FY2023 · Stock-based pay: $29M$29MFY2023FY2024 · Stock-based pay: $192M$192MFY2024FY2025 · Stock-based pay: $1.2B$1.2BFY20259M 2025 · Stock-based pay: $584M$584M9M 20259M 2026 · Stock-based pay: $3.3B$3.3B9M 2026
9M 2026 10% of revenue
Commitments by year p.1782026 · Due: $5.2B$5.2B20262027 · Due: $29.2B$29.2B20272028 · Due: $44.4B$44.4B20282029 · Due: $47.8B$47.8B20292030 · Due: $45.1B$45.1B2030Later · Due: $148.4B$148.4BLater
Contractual obligations (all lines), $ as printed

The people

Executive officers and directors as the filing lists them.

NameRoleAgePage
Dario AmodeiChief Executive Officer, Co-Founder, and Director43p.262
Daniela AmodeiPresident, Co-Founder, Chairperson, and Director39p.262
Krishna RaoChief Financial Officer43p.262
Reed HastingsDirector66p.262
Christopher LiddellDirector68p.262
Vas NarasimhanDirector50p.262
Yasmin RazaviDirector37p.262

The offer and the flags

The offer
Listing
Nasdaq Global Select Market cover
Ticker
ANT cover
Lead underwriters
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC p.328
Lock-up
180 days p.329
Employees
5,300 p.237
Risk headings
87, 1 reworded since the last version, 1 new
Auditor
Ernst & Young LLP p.F-3
  • Use of proceedsEach $1.00 increase or decrease in the assumed initial public offering price of $74.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering and the concurrent private placement by approximately $793 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering and the concurrent private placement 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. We also intend to use a portion of the net proceeds we receive from this offering and the concurrent private placement to satisfy our anticipated tax withholding and remittance obligations of $3.8 billion related to the RSU Settlement. p.127
  • Lock-upOur directors, officers, and the holders of substantially all of our capital stock and securities convertible into or exercisable or exchangeable for our capital stock have entered into market standoff agreements with us under which they have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, they will not, without our prior written consent, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of our securities, including securities issued or issuable upon the conversion, exercise, exchange, reclassification, or replacement of such securities. p.329
  • DividendsWe have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to finance the operation and expansion of our business and do not expect to pay any dividends in the foreseeable future. p.128
What the filing flags · 11 in all
  • ContractsEither side can cancel on 90 days' notice: SpaceXAI p.179
  • CustomersLargest customers: 75% and 74% of revenue p.154
  • CustomersCSP: 48% and 44% of revenue p.F-16
  • ControlOne holder or class carries 50.1% of the vote p.front p.14 p.21 p.111 p.120 p.255 p.258 p.261 p.303 p.308
  • ControlA controlled company under exchange rules p.front p.15 p.21 p.112 p.259 p.266
  • TrustAuditor changed from Grant Thornton LLP to Ernst & Young LLP p.348

Patterns from past IPO reads that fired on this filing. Each is a page to read, not a verdict.

What changed in the latest version

Between the filings of 2 November 2026 and 10 November 2026, sentence by sentence, the sections that changed most.

SectionAddedRewordedRemovedSentences
Business159610
Prospectus Summary305713
Risk Factors264518
Operations264214
Financial Statements20187
Select Defined Terms6273
addedrewordedremoved

The risks it lists first

The filing lists 87 risk headings. The first 8, in its own words:

  • Our models have in the past behaved, and may in the future 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. p.30
  • 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. p.33
  • 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. p.36
  • If our actual compute requirements differ materially from our projections, we may fail to secure sufficient compute to meet our needs or we may be committed to excess compute that remains underutilized. p.37
  • Constraints on the critical inputs supporting compute could limit our ability to secure adequate compute. p.39
  • 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. p.44
  • We may require additional capital to meet our substantial ongoing obligations and support our business growth, and our ability to generate sufficient revenue and secure additional capital on acceptable terms is critical to our continued operations and competitive position. p.44
  • Our company culture has contributed to our success and, if we cannot maintain this culture as we grow, our business could be adversely affected. p.45

When did Anthropic file its S-1?

Anthropic filed its first registration statement, a S-1, on 26 October 2026, and its latest version, a S-1/A, on 10 November 2026.

What does Anthropic's S-1 say about revenue?

Revenue grew 1088% in FY25. Year to date it is up 1206% (9M ’26 on 9M ’25). Across the audited years it went from $41M in FY23 to $4.6B in FY25. The filing reports no segment split, so growth cannot be checked business by business.

Who controls Anthropic after the IPO?

Founder LLC holds 50.1% of the vote after the offering.

The filing itself

Read 11 November 2026, 09:05 from SEC EDGAR. Information from a public filing, not advice.