Listing Evidence › United States
Anthropic, PBC
US filingForm S-1Form S-1 registration statement (preliminary prospectus), filed with the SEC on 26 October 2026 · Nasdaq Global Select Market, proposed ticker ANT
Developer of AI models, incorporated as a Delaware public benefit corporation.
Offer priceNot set yet
Shares offeredNot set yet
Selling stockholdersFounders, officers or directors among them (pp. 289, 291)
At a glance
The key facts, what they mean and where to check them. Based on the company's filing, not a prediction of investment returns.
3 points to read closely · 15 worth checking
Based on the reviewed filing. These are reading priorities, not an IPO rating.
Who controls decisions
Founder LLC controls general votes; a trust elects board majority
The Founder LLC will hold 50.1% of the votes on matters put to stockholders generally; all other holders together hold 49.9% (p. 289). The Long-Term Benefit Trust (LTBT) elects and removes directors who form a majority of the board (p. 244).
after the offering · pp. 289, 244, 257–258, 297
What this means
The Founder LLC can determine matters requiring a simple majority of general votes, subject to separate class rights and higher approval thresholds. Directors elected by a separate class or holder are not chosen by that vote.
- The company will be a controlled company under the exchange's rules (pp. 257–258).
- The trust’s Class T rights do not end automatically (p. 297); Class F rights have separate termination conditions (pp. 108–109).
The filing (p. 108–109): “Our 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”).”
In the filing’s words: “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” (p. 244)
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Revenue growth
Revenue up 1,088% in 2025
Revenue was $386m in 2024 and $4.59bn in 2025. In the first half of 2026 it was $16.3bn, against $1.16bn a year earlier.
2025, and the six months to 30 June 2026 · p. F-7
What this means
How fast sales grew in the years the filing covers. Growth from a small base can be very high in percentage terms; past growth is not a guide to future growth.
- Growth in 2025: $4,585m ÷ $386m − 1 = 1,088%.
Operating result
Operating loss smaller than a year earlier
Operating loss was $693m in the first half of 2026, against a loss of $2.14bn a year earlier. For 2025 it was $8.06bn.
the six months to 30 June 2026 · pp. F-7, 24
What this means
The operating result is the business's own result before financing items. A company's adjusted measure leaves costs out by its own choice; the reported figure is the one the accounting rules require.
- The company's own measure, Adjusted Operating Income (Loss), was a profit of $1.62bn for the six months to 30 June 2026; it leaves out items such as stock-based pay (p. 24).
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Cash from operations
Positive in the first half of 2026, after three years of outflows
Operations brought in $3.93bn in the first half of 2026, against $1.51bn used a year earlier. They used cash in each of 2023, 2024 and 2025.
the six months to 30 June 2026 · p. F-12
What this means
Cash from operations is the cash the business itself brings in or uses, before investment and financing. A single interim period is one period, not yet a trend.
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Future commitments
$265.6bn of purchase commitments
At 30 June 2026 the company had about $265.6bn of fixed or minimum purchase commitments (p. F-58). After 30 June 2026 it entered into new or amended agreements with about $245bn of minimum payments (p. F-65).
30 June 2026 · pp. F-58, F-65, F-7, F-35
What this means
Commitments are payments the company has agreed to make in future years, mostly for compute and infrastructure here. Different notes cover different dates and agreements, so adding them could count some twice.
- Purchase commitments at 31 December 2025 of $54,559m ÷ 2025 revenue of $4,585m = 11.9 times (pp. F-58, F-7).
- Short-term agreements made after that date carry about $21bn of minimum payments (p. F-65).
- The filing also gives obligations for leases not yet started (p. F-35).
- The filing gives these figures separately; they are not added together here.
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Stock-based pay
$26.6bn of stock pay still to be expensed
At 30 June 2026, $26.6bn of stock-based pay had not yet been recognised as an expense. Recording of this expense begins in connection with the offering (p. 173).
30 June 2026 · pp. 173, F-64, F-65
What this means
Share-based awards create compensation expense and can dilute existing shareholders when shares are issued. Expense recognition, share issuance and any related cash payments can occur at different times.
- The filing also reports awards granted or changed after that date (pp. F-64, F-65).
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Show all 14 facts
Understanding the net loss
$34.3bn of the $42.0bn loss is fair-value changes
In 2025 the net loss was $42.0bn, of which $34.3bn came from changes in the fair value of financial instruments (convertible notes, derivatives and SAFEs). The operating loss was $8.06bn.
2025 · p. F-7
What this means
Fair-value changes are accounting entries for instruments whose value moves with the company's own valuation; they do not use cash in the year. The operating loss shows the business's own result.
- Share of the loss from fair-value changes: $34,308m ÷ $41,965m = 82%.
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Customer concentration
Largest customer 12% of revenue in 2025
Two customers were each 10% or more of revenue in 2025; the largest was 12%. In the first half of 2026 the largest was 11%.
2025 · p. F-15
What this means
Losing or renegotiating with a large customer would move revenue. The filing lists only customers at 10% or more.
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Supplier dependence
Depends on a few suppliers for a critical input
In its words: “We rely on a limited number of CSPs—Amazon.com, Inc. ... Google, and Microsoft Corporation ("Microsoft")—and suppliers, such as Broadcom, for compute and critical components of our compute infrastructure” (p. 73).
as of the filing · p. 73
What this means
A supplier that cannot deliver, or raises its prices, affects the business directly when there are few alternatives.
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Route to market
47% of revenue through CSP marketplaces
47% of revenue came through CSP marketplaces in 2025. In the first half of 2026 it was 48%.
2025 · p. F-16
What this means
Sales that depend on partners' platforms depend on those partners' terms and on their continuing to offer the products.
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Legal and government matters
Mixed court outcomes; export restrictions lifted; FTC civil investigative demand
Court rulings so far have gone both for and against the company (p. 72); export restrictions imposed on it were later lifted (p. 99). The FTC issued a civil investigative demand in October 2026 (p. 51), and a class action is pending (p. 97).
as of the filing · pp. 51, 97, 71, 72, 99
What this means
Outcomes of pending matters are uncertain. The filing's own description, on the pages given, is the place to read each one.
- Stages and outcomes differ: read each on its page.
The filing (p. 72): “After first obtaining an order from the United States District Court for the Northern District of California that preliminarily enjoined the Department of War’s directive and Section 3252 supply-chain risk designation of us and preliminarily enjoined the other defendant agencies from implementing the Presidential directive until final resolution of the lawsuit, we subsequently, on August 27, 2026, obtained an order from the United States District Court for the Northern District of California that largely granted summary judgment in our favor.”
The filing (p. 72): “The court entered final judgment largely in our favor.”
The filing (p. 72): “The D.C. Circuit Court of Appeals, however, denied our motion to stay the Secretary of War’s Section 4713 designation of us as a supply-chain risk pending review on the merits.”
The filing (p. 72): “On September 25, 2026, in a 2-1 split decision, the D.C. Circuit Court of Appeals denied our petition for review, ruling that the Department of War’s Section 4713 supply-chain risk designation was proper, and that our rights under the First Amendment and Due Process Clause of the Fifth Amendment were not violated.”
The filing (p. 99): “We re-deployed the Fable 5 and Mythos 5 models after we updated our safeguards in coordination with the U.S. government and our industry partners and once the U.S. Department of Commerce lifted its restrictions.”
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Offer structure
Price and share numbers not set yet
The preliminary filing leaves the offer price and the number of shares blank, so the split between new shares and shares sold by existing holders cannot be worked out yet. Existing stockholders are among the sellers.
this filing · pp. 289, 291
What this means
New shares bring money to the company; shares sold by existing holders pay those holders, not the company. A preliminary filing usually fills in the price range and share numbers in a later amendment.
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Where the money goes
General corporate purposes and tax on settling employee share awards
Uses named: working capital, operating expenses, capital spending, compute and infrastructure, hiring and possible acquisitions or investments. Part will meet tax withholding and remittance obligations on employee share awards; no amount is given for each use.
this filing · p. 124
What this means
Some proceeds will meet tax withholding and remittance obligations arising from employee share awards, leaving less available for other stated uses. Uses described as general corporate purposes leave the company free to decide later how to spend the money.
Valuation
Not assessable at this filing stage
The proposed IPO equity valuation cannot yet be calculated from the filing because the offer price and final share count are blank.
this filing
What this means
Once the price range is filed, a value can be worked out from it and the share count the filing states.
Our first US review. The same engine as our Indian reviews, with a US rulebook: the model reads only the pages each check needs, code finds every quote again on its page, and fixed rules rate each check. The filing is preliminary, so the price range and share numbers are blank and the checks that need them are skipped.
Independently reviewed. Every point was checked against the filing by an independent reviewer over five rounds, and the review was cleared on 26 October 2026 for consistency with the filing. That check did not re-run the engine or test it on other companies.
3 to read closely15 worth checking3 for information7 no concern on the figures read8 not identified in the sections read2 not assessed, 4 skipped
Ask about this filing
Answers come only from the S-1, with links to its pages. Information, not investment advice.
Points to read closely (3)
Where a check crossed its read-closely threshold. A prompt to read the pages, not a finding of wrongdoing.
B04
One holder or group with most of the votes
(read closely above 50%)What the S-1 says
"Founder LLC(11)†† … 50.1%" in the column for share of total voting power after the offering (p. 289). The footnote on the same page: "Represents the percentage of the total votes attributable to all outstanding shares of our Class A common stock and Class F common stock. Does not include (i) our Class T common stock, which is held by the LTBT, and which 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" (p. 289)
Question for the company
The largest holder or group will hold 50.1% of the votes after the offering. The S-1 describes what that covers (quoted above). Which decisions can it settle on its own, and which are decided another way?
G01
Contractual commitments large against revenue
(read closely above 3 times revenue)What the S-1 says
At 31 December 2025: "Total non-cancelable contractual commitments $ 54,559" (in millions), with the schedule "2026 $ 7,059 2027 11,128 2028 10,832 2029 8,304 2030 5,428 Thereafter 11,808" (p. F-58), against 2025 revenue of $4,585m (p. F-7). Later figures, each as stated: (1) "As of June 30, 2026 (unaudited), expected future fixed or minimum guaranteed commitments under these agreements were approximately $265.6 billion with terms ranging from one to 20 years" (p. F-58). (2) Agreements "that do not specify a fixed or minimum dollar commitment … The Company does not include any estimated obligation for these agreements in the amount above; however, such payments are expected to be significant" (p. F-58). (3) Leases not yet commenced of "approximately $50.2 billion and $321.4 billion" at 31 December 2025 and 30 June 2026; "These lease obligations will commence between 2026 and 2028, with lease terms ranging from less than one year to 20 years" (p. F-35). (4) After 31 December 2025, "aggregate future minimum payment obligations of approximately $417 billion", "commencing between 2026 and 2027 with terms ranging from less than one year to 20 years"; and expanded agreements for capacity "to be delivered between 2028 and 2031", estimated at "approximately $125 billion to $150 billion" because "certain commercial terms have not yet been finalized" (p. F-63). (5) A guaranty "in a maximum amount of up to $500 million" (p. F-63). (6) "The Company may be required to restrict up to an additional $10.0 billion for future amounts due, under certain arrangements" (p. F-36). (7) After 30 June 2026, "aggregate future minimum payment obligations of approximately $245 billion", "commencing between 2026 and 2036 with terms greater than one year and up to 20 years", and short-term agreements with "minimum non-cancelable payments under such contracts of approximately $21 billion" (p. F-65)
Question for the company
Non-cancellable commitments at the 2025 year end were 11.9 times that year's revenue. The S-1 gives a payment schedule by year for that figure, and commencement dates and terms for the later agreements (quoted above). Each later figure has its own scope and date. How far they overlap cannot be established from the disclosures, so they are not added together. Can the company give one reconciled payment schedule covering the later agreements, and their cancellation conditions?
Basis: commitments at the latest full year end, divided by that year's revenue. Every later figure is shown as stated; none is added, netted or dropped.
C04
Adjusted profit measure far from the operating result
(read closely when the gap is above 30% of revenue)What the S-1 says
"Adjusted Operating Income (Loss) … $ (4,854)" (p. 156) against "Operating loss … (8,060)" (p. F-7). "We define Adjusted Operating Income (Loss) as operating loss excluding (i) stock-based compensation expense, (ii) non-cash charitable contributions, and (iii) the Bartz settlement" (p. 155)
Question for the company
In the latest year, Adjusted Operating Income (Loss) was −$4.9 billion against a reported operating result of −$8.1 billion, a difference of 69.9% of revenue. The S-1 names the adjustments (quoted above). Which of them does the company expect to recur, and why are they left out?
Points worth checking (15)
Ordered by priority. Where the S-1 already answers part of a question, its own words come first.
J04
Government action or litigation with a government body
What the S-1 says
Four separate actions, each with its own page: (1) Presidential directive: "the President of the United States stated that he had directed that all federal executive agencies cease using our technology" (p. 71). (2) Section 3252 designation, district court in Anthropic's favour: "the United States District Court for the Northern District of California … largely granted summary judgment in our favor. The court ruled that the Challenged Actions were retaliatory acts meant to punish us for speech protected under the First Amendment" (p. 72). (3) Section 4713 designation, appeal court against: "On September 25, 2026, in a 2-1 split decision, the D.C. Circuit Court of Appeals denied our petition for review, ruling that the Department of War’s Section 4713 supply-chain risk designation was proper" (p. 72); the company says "We filed a petition for rehearing en banc asking the full D.C. Circuit to review the panel’s decision" (pp. 72, 241), while the financial statements say "The Company is evaluating its next steps with respect to the D.C. Circuit’s decision" (p. F-64). (4) Export restrictions, imposed and lifted: "in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models. To ensure compliance, we disabled Fable 5 and Mythos 5 for all of our customers" and "We re-deployed the Fable 5 and Mythos 5 models … once the U.S. Department of Commerce lifted its restrictions" (p. 99)
Question for the company
The S-1 describes four government actions, with outcomes both for and against the company so far. What is the current status of each, and what could follow? (Not a finding of wrongdoing.)
C02
Cash used in operations
What the S-1 says
"Net cash provided by (used in) operating activities (1,627) (5,692) (2,637) (1,513) 3,929" (p. F-12)
Question for the company
Operations used cash in all 3 years given, and brought in $3.9 billion in the six months ended June 30, 2026. What does the company say about how operating cash flow will develop, and how it funds any shortfall?
E01
Customers with a big share of revenue
(worth checking above 10%)What the S-1 says
"Customer A * * 12% * * / Customer B * * 12% 18% *" and "Customer C 43% * * * 11%" (p. F-15)
Question for the company
2 customers each provided 10% or more of revenue in 2025; the largest provided 12%. In the six months to June 2026 the largest provided 11%. What are the main contracts' terms and renewal dates?
J02
Government request for information
What the S-1 says
"In October 2026, the FTC issued a civil investigative demand to us seeking information about our consumer protection, data protection, and privacy practices, as well as the safety and security of our products." (p. 51)
Question for the company
A regulator has asked the company for information. What does it concern, and at what stage is it? (Not a finding of wrongdoing.)
B02
Extra board or voting rights that do not end automatically
What the S-1 says
"The Class T Sunset Time does not occur automatically upon the lapse of time or the occurrence of specific events. Any action resulting in the occurrence of the Class T Sunset Time requires approval of persons comprising the Trust Amendment Threshold." (p. 297)
Question for the company
At least one special right does not end automatically. Under what conditions could it end, and who decides?
C03
Stock-based pay large against revenue
(worth checking above 15%)What the S-1 says
"Stock-based compensation expense 29 192 1,158 …" (cash flow statement, p. F-12), against 2025 revenue of $4,585m (p. F-7)
Question for the company
Stock-based compensation (the non-cash add-back in the cash flow statement) was 25% of revenue in 2025. How much dilution does the company expect from equity awards each year?
J01
Material legal proceedings (pending)
What the S-1 says
"In September 2026, a putative class action was filed against us and other developers of frontier AI models … alleging that we and the other defendants agreed to restrain competition … in purported violation of Section 1 of the Sherman Act." (p. 97)
Question for the company
The company describes pending legal proceedings it considers material or potentially material. What do they claim, and what range of outcomes does the company describe?
B03
Controlled company
What the S-1 says
"Although we qualify as a “controlled company,” we do not expect to rely on this exemption except with respect to our NGC, which will not consist entirely of independent directors." (p. 258)
Question for the company
The company will be a controlled company and says it will rely on the exemption only for its nominating and governance committee. Could it rely on more exemptions later, and what would decide that?
C01
Net loss in the latest year
What the S-1 says
"Net loss … (41,965)" and "Change in fair value of convertible notes, derivative liabilities, and SAFEs … (34,308)" and "Operating loss … (8,060)" (p. F-7)
Question for the company
Net loss in all 3 years. Of 2025's net loss of $42.0 billion, $34.3 billion came from fair-value changes on financial instruments, which use no cash; the operating loss was $8.1 billion. What drives the losses, and what does the company say about when it expects that to change?
C09
Large stock-based pay still to be recognised
(worth checking above 50% of yearly revenue)What the S-1 says
"As of June 30, 2026, there was approximately $26.6 billion of total unrecognized stock-based compensation expense related to RSUs. Of that amount, $2.9 billion relates to RSUs for which the service-based vesting condition had been satisfied or partially satisfied" and "In connection with this offering, we will begin recording stock-based compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method" (p. 173). The amount to be recorded when the offering completes is left blank in this preliminary filing: "we will record cumulative stock-based compensation expense of approximately $ related to RSUs outstanding as of the date of this prospectus" (p. 173). Later: "Subsequent to June 30, 2026, the Company's board of directors approved grants of approximately 91 million RSUs with an aggregate grant date fair value of $5.8 billion. The RSUs are subject to both service-based and performance-based vesting conditions" (p. F-64); and in October 2026, amendments "modifying the executive officers' outstanding stock options and RSUs … the RSUs outstanding are expected to be remeasured at their modification-date fair value" (p. F-65)
Question for the company
About $26.6 billion of stock-based pay had not yet been expensed at 30 June 2026, 81.7% of first-half 2026 revenue scaled to a year (a comparison only, not a forecast). The S-1 says recording begins with the offering, using accelerated attribution, and leaves the amount to be recorded on completion blank. It also reports a later grant and later changes to awards (quoted above). None of these is the final expense at listing: vesting, attribution and remeasurement decide when and how much is recognised. How much is expected to be recognised when the offering completes, and how much later?
Basis: pay not yet recognised, divided by first-half revenue scaled to a year. Scaling an interim period's revenue to a year is a comparison convention only: not a revenue forecast and not an annual expense rate.
E02
Dependence on a few suppliers
What the S-1 says
"We rely on a limited number of CSPs—Amazon.com, Inc. (together with its affiliates, “Amazon”), Google, and Microsoft Corporation (“Microsoft”)—and suppliers, such as Broadcom, for compute and critical components of our compute infrastructure" (p. 73). Also: "the Company obtained a substantial majority of its compute infrastructure from a limited number of CSPs and other suppliers under long-term hosting and lease agreements" (p. F-16)
Question for the company
The S-1 names the cloud providers and a supplier it relies on for compute (quoted above). How much of the input does each supplier provide, how long do the agreements run, and what alternatives are being developed?
H03
Change of auditor
What the S-1 says
"On October 30, 2025, we engaged Ernst & Young LLP … and dismissed Grant Thornton LLP … in each case as ratified by our board of directors." with no “disagreements” or “reportable events” (p. 334)
Question for the company
The S-1 states the change, that it was ratified by the board, and that there were no disagreements or reportable events with the former firm. Why did the company change auditor?
B06
Founders, officers or directors selling
What the S-1 says
"Tom Brown (12)†† 244,173,040" under "Other Selling Stockholders" (p. 289); "Mr. Brown co-founded Anthropic in January 2021 and serves as our Chief Compute Officer." (p. 291)
Question for the company
Founders are among the selling stockholders. The number of shares each is selling is not yet filled in; the figures beside their names are shares held before the offering. How much are they selling, and why?
E03
Sales concentrated in one route to market
(worth checking above 40%)What the S-1 says
"revenue generated from sales through CSP marketplaces to customers represented approximately 11%, 32%, and 47% of total revenue" (2023–2025) and "44% and 48%" (six months to June 2025 and 2026) (p. F-16)
Question for the company
47% of 2025 revenue came through CSP marketplaces taken together (48% in the first half of 2026). On what terms, and how concentrated is it within that route?
B07
Lock-up different by holder group, with early release
What the S-1 says
"for a period of 180 days after the date of this prospectus" (p. 317); co-founders until "the 365th day after the date of this prospectus" (p. 323); "up to 10% of the aggregate number of lock-up securities … may be Transferred" from the first trading day (p. 321)
Question for the company
The lock-up runs from 180 to 365 days depending on the holder group, with some shares released earlier. How many shares become free to sell at each stage, and for which holders?
Other checks
For information (shown, not rated)
- C07 Latest interim period: in the six months ended June 30, 2026, revenue was $16.3 billion, the operating loss $693 million, Adjusted Operating Income $1.6 billion and operating cash inflow $3.9 billion (pp. F-7, F-12, 156).
- B05 Special governance rights: "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." (p. 244)
- M03 Difference explained by the document: stock-based compensation for 2025 is $1,158m in the cash flow statement (p. F-12) and $1,165m in the adjusted reconciliation (p. 156). Page F-53 explains the $7m: "The excess of the repurchase price over the fair market value of the shares … was recognized as stock-based compensation expense of $7 million".
No concern on the figures read
| Check | Basis (page) |
|---|
| A02 Proceeds for general purposes only | A specific use is named: tax withholding on the RSU Settlement (p. 124) |
| C05 Receivables growing faster than revenue | Receivables rose from $95m to $909m and revenue from $386m to $4,585m (pp. F-5, F-7) |
| D01 Cash against last year's outflow | About 7.3 years: $17,388m cash and $2,889m short-term investments, divided by 2025's cash used in operations ($2,637m) plus purchases of property and equipment ($131m) (pp. F-5, F-12). A coverage ratio from past figures, not a forecast |
| I01 Independent directors a majority | 4 of 6 current directors are independent; 7 authorised seats after the offering, 1 of them vacant (pp. 256–257) |
| I02 Chief executive also chairs the board | Daniela Amodei chairs the board; Dario Amodei is chief executive (p. 257) |
| M01 Unexplained differences between sections | None: of 27 figures read twice, the one difference is explained (M03) |
| M02 Emerging growth company | The box is not ticked (cover page) |
Not identified in the sections read
Nothing was found in the sections named. This is not an assurance that the matter is absent.
| Check | Sections read |
|---|
| A04 Tax receivable agreement | Governance structure, related party, capital stock |
| D02 Going concern doubt | Financial statements, risk factors |
| F01 Revenue from related parties | Related party, financial statements, summary financials |
| F02 Costs paid to related parties | Related party, financial statements |
| H01 Material weakness in controls | Risk factors |
| H02 Restatement | Financial statements, MD&A |
| J03 Government enforcement action alleging a breach of law | Legal proceedings, risk factors (the designation dispute is covered by J04) |
| N01 Directed share programme | Underwriting |
Not assessed
- B01 Insiders' votes against their economic stake: the voting and ownership percentages for officers and directors as a group are blank in this preliminary filing.
- G02 Borrowings against equity: shareholders' equity is a deficit of $50,505m (p. F-6), so borrowings cannot be measured against it.
Skipped
The filing is preliminary: figures it leaves blank, or does not state, cannot be checked.
- A01 Share sold by existing holders and A03 Proceeds to insiders: a preliminary filing leaves the price and share numbers blank.
- B08 Shares free at the end of the lock-up and C06 Gross margin: the document does not state these figures. The income statement shows no cost of revenue line.