Anthropic filed its public S-1 with the SEC on Monday, Oct. 26, 20261. The San Francisco company asked to list on the Nasdaq Global Select Market under the ticker ANT. Its own post on X announced the filing at 9:05 a.m. Eastern6.
Buyers in the IPO get Class A common stock, and existing holders sell shares beside the company1. Price range, share count, proceeds and offering date all sit blank. In all, 184 dollar figures wait for a later amendment.
Goldman Sachs and Morgan Stanley lead the banks, with J.P. Morgan, Citigroup, Barclays and Jefferies on the cover1. You pay cash for the new shares. Anthropic and the selling stockholders get that cash, and the co-founders and a trust keep control.
Anthropic@AnthropicAIAnthropic has filed an S-1 registration statement with the SEC related to its proposed IPO.
Read more: https://t.co/zuRMrxXzNx
Legal disclaimer: A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities…
What the Filing Says Buyers Get
Public buyers get one vote per share, and two private bodies keep control1. Anthropic sets up five classes of common stock for the offering.
Class A shares, the ones sold in the IPO, carry one vote each1. Amazon and Google hold Class N stock, which votes only where the law requires. Employees outside the founder group get Class E stock, which votes on a few named matters only.
Two single shares hold the decisive power1. Just before the IPO closes, a new body called the Founder LLC gets one share of Class F stock. That one share holds 50.1 percent of the total vote on every matter put to stockholders generally.
Seven co-founders are the LLC's only members, and they vote its share by majority1. They are Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah.
One Class F share held by Anthropic's seven co-founders carries 50.1 percent of the vote
Share of total voting power on matters put to stockholders generally, as the S-1 sets it for the day the offering closes
Class N shares held by Amazon and Google vote only where the law requires, and the Long-Term Benefit Trust's one Class T share elects the board majority outside this count.
Source: U.S. Securities and Exchange Commission [1]. Chart by Ryan Elliott Dennis.
The numbers behind this chart
| Item | Value |
|---|---|
| Founder LLC's one Class F share | 50.1% |
| Whole | 100.0% |
Another single share controls the boardroom1. A body called the Long-Term Benefit Trust holds one share of Class T stock. "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," Anthropic writes.
Four people sit on that five-seat Delaware trust today1. Neil Buddy Shah, who runs the Clinton Health Access Initiative, chairs it. Richard Fontaine heads the Center for a New American Security. Former Federal Reserve chair Ben Bernanke and Harvard physicist Christopher Stubbs hold the other two seats.
Trustees serve one-year terms, may serve any number of them, and pick their own successors by majority vote1. A merger or a sale of Anthropic needs approval from a board whose majority this trust elects.
Anthropic warns buyers about the split in its own risk factors1. "Our capital stock structure features certain provisions that are novel or otherwise not common among other corporations with multiple-class structures, and may effectively eliminate the ability of holders of our Class A common stock to influence important decisions, including a change in control," Anthropic writes.
How can a listed company sell shares with that little pull? Nasdaq lets a "controlled company" skip some of its board rules, and Anthropic qualifies because the trust elects the board majority1. The company says it will lean on that status for its nominating committee alone. Its audit and pay committees are fully independent today.
Who Gets Paid
Founders, trustees and a new benefit fund all draw cash or stock from the business1. Chief Executive Dario Amodei received $17,958,298 in total pay for 2025, most of it in stock awards and options. Other pay of $4,010,641 included $2,745,874 for his personal security.
President and Chairperson Daniela Amodei collected $16,408,998 in 20251. Both Amodeis saw their base salary rise twice in 2026, to $1,380,000 in July. All seven co-founders have pledged 80 percent of their Anthropic equity to charity.
Trustees on the Long-Term Benefit Trust each collect $400,000 a year in cash, and Shah gets $25,000 more as chair1. Trust rules bar them from owning Anthropic stock. Anthropic paid the trust $8,425,213 in the first nine months of 2026. In August it gave $450,000 to the security think tank Fontaine runs.
AI Lately covered the benefit fund on Oct. 19 in Anthropic Pledges 5% of Itself, and Musk Says Go Direct. The S-1 now shows the gift itself1. Anthropic gave 846,840,960 Class N shares, 5 percent of the fully diluted company at June 30, to the Anthropic Public Benefit Fund. Dario Amodei, Daniela Amodei, Jack Clark and Buddy Shah are its first managers.
"When combined with today's announcement, roughly 20% of Anthropic shares will be dedicated to the public good, plus any additional percentage that could be added if the company reaches specific valuation milestones," Anthropic wrote on Oct. 184.
Private backers kept paying before any public vote was on offer1. Investors bought $60.8 billion of Series H preferred stock in May 2026 at $589.0095 a share. Part of that stock sits in a class that votes only where the law requires.
Numbers the Drafts Left Out
Customer tables in the filing are new to the public record1. Anthropic booked $16.3 billion of revenue in the first six months of 2026, up from $1.2 billion a year earlier. Usage fees supplied most of the gain, and subscriptions the rest.
By Sept. 30, 2026, Anthropic counted more than 11,900 customers spending $100,000 or more a year, up from more than 9501. More than 1,900 of them spent $1 million or more, and about 250 spent $10 million or more.
Anthropic counts 11,900 customers at $100,000 a year and 250 at $10 million
Customers by trailing-twelve-month revenue tier, as of Sept. 30, 2026
Each bar counts the customers whose spending over the past twelve months reached that tier; the tiers nest, so the 11,900 includes the 1,900, which includes the 250.
The filing says 'more than' 11,900 and 1,900 and 'approximately' 250, so each bar is a floor or a rounding.
Source: U.S. Securities and Exchange Commission [1]. Chart by Ryan Elliott Dennis.
The numbers behind this chart
| Item | Value |
|---|---|
| $100,000 or more | 11,900 |
| $1 million or more | 1,900 |
| $10 million or more | 250 |
Anthropic reports Net Revenue Retention of about 900 percent as of Sept. 301. The measure divides what a set of customers spent in the latest three months by their spending a year earlier. It leaves out Claude Pro and Max subscribers. In plain words, the same customers spent about nine times as much.
AI Lately covered the loss on Oct. 24 in Anthropic's $80 Billion Loss Is Mostly Paper. The filing confirms a first-half net loss of $80.7 billion1. Of that, $72.4 billion is a paper charge on convertible notes as the company's value rose. Before that charge, the operating loss was $693 million, down from $2.1 billion a year earlier.
Servers remain the largest cost and the largest future bill1. Compute and infrastructure cost 201 percent of revenue in the first half of 2025, at $2.3 billion. That share fell to 55 percent in the first half of 2026, at $8.9 billion.
Compute cost fell from 201 percent of Anthropic's revenue to 55 percent in a year
Compute and infrastructure expense as a share of revenue, six months ended June 30, 2025 and 2026
The filing warns the share can rise again when a large block of new compute lands before the revenue it will serve.
Source: U.S. Securities and Exchange Commission [1]. Chart by Ryan Elliott Dennis.
The numbers behind this chart
| Item | Value |
|---|---|
| First half 2025 | 201% |
| First half 2026 | 55% |
Future bills dwarf the $131.7 billion of cash and short-term investments on the June balance sheet1. Deals signed after Dec. 31, 2025 carry about $417 billion in minimum payments for compute equipment, data centers and cloud capacity. Agreements with terms still being finalized add an estimated $125 billion to $150 billion.
Government limits appear in the filing too1. In June 2026 the U.S. Department of Commerce imposed worldwide export restrictions on the Fable 5 and Mythos 5 models. Anthropic disabled both for all customers until the restrictions were lifted.
The Case for the Structure
Anthropic describes the trust as an independent body that holds the company to its mission3. As a Delaware public benefit corporation, its directors must also weigh the public's interest beside shareholder profit1. Its trustees, the company says, "hold no equity in Anthropic, don't share in its profits, and are compensated only for their time and service."
Bernanke joined the trust in June 2026 and explained the choice in a July company announcement3. "The potential of artificial intelligence is enormous, and so is the range of outcomes," Bernanke said. "How that potential plays out will depend, in part, on the institutions we build around it," he added.
That same statement named the structure itself3. "Anthropic has created a unique governance structure to try to ensure that the long-run benefits of AI for humanity far outweigh the risks," Bernanke said. "I am honored to have this opportunity, and I will try to contribute in any way I can to this critical mission," he added.
Shah, the trust's chair, made the same case in that release3. "The institutions built around this technology will matter as much as the technology itself," Shah said.
Dario Amodei set out the risk the structure exists to manage, on his own site on Sept. 125. "We must slow the pace at which we improve the capabilities of AI models," Amodei wrote. "Progress will still seem fast, and we must make wise use of the time we gain," he added.
The Case for a Pause
Mark D. Levine, the New York City Comptroller, made the strongest case against the offering on Oct. 142. He serves as trustee and adviser to pension funds holding more than $325 billion. His letter to Dario Amodei asked Anthropic to stop the process.
"I write to urge Anthropic to pause its planned initial public offering (IPO) until the company fully and transparently addresses the artificial intelligence (AI) safety, governance, and development pace concerns it has raised," Levine wrote2.
Levine quoted Amodei's September essay back to him2. He also pointed to press reports of the voting rules, which put the IPO's value at about $2 trillion. "A gap between control and accountability is especially concerning for investors given the unprecedented risks the company has already acknowledged," Levine wrote. "The demands of preparing for a public offering diverts resources and attention from this very necessary work," he added.
Today's S-1 prints the setup Levine could only cite from press reports1. One founder share holds 50.1 percent of the vote, and a trust seats the board majority. Public buyers supply the cash, and the company carries $417 billion in compute commitments. Levine asked for a written reply, and the filing is silent on one2.
Both sides agree the technology carries high risk. The filing leaves you one choice as a buyer. Accept seven founders and four paid trustees as the check on management, or keep your money until the structure changes.
What to do
Read the section titled "Our Governance Structure and Its Goals" before the roadshow1. Treat an ANT share as a claim on profit with a vote the founders' share always outweighs. Size any bet knowing the filing itself says the structure "may effectively eliminate" your ability to influence a sale of the company.
If your budget runs on Claude, read the filing's warning about margins1. Anthropic says they may tighten when new compute lands before the revenue it serves, so plan for price changes at your next renewal. Price, share count and proceeds arrive in an amended filing, so wait for that document before you set a number.
By the numbers
- Vote: 50.1 percent of the total, held by the single Class F share owned by Anthropic's seven co-founders1.
- Revenue: $16.3 billion in the first six months of 2026, up from $1.2 billion a year earlier1.
- Retention: 900 percent Net Revenue Retention as of Sept. 30, 2026, Pro and Max subscribers excluded1.
- Customers: more than 11,900 spending $100,000 or more a year as of Sept. 30, 2026, up from more than 9501.
- Commitments: about $417 billion in minimum payments under compute and data center deals signed after Dec. 31, 20251.
- Pay: $17,958,298 for Dario Amodei in 2025, including $2,745,874 for personal security1.
- Trustees: $400,000 a year in cash for each member of the Long-Term Benefit Trust1.
- Blanks: 184 dollar figures left open in the filing for a later amendment1.
What to watch
Watch for the amended S-1 that fills in the blanks, starting with price range, share count and third-quarter revenue. Those numbers will show whether public funds accept the price private backers paid in May.
Look for a written reply from Anthropic to Levine's letter before the roadshow. See who fills the fifth seat on the Long-Term Benefit Trust. Check whether the board uses its controlled-company status beyond the nominating committee. The first public benefit statement, due within two years of listing, will show how the directors grade their own balance.
Sources
- Anthropic, PBC, "Form S-1 Registration Statement," U.S. Securities and Exchange Commission, Oct. 26, 2026, https://www.sec.gov/Archives/edgar/data/2130357/000162828026067168/anthropicpbc-sx1.htm
- Mark D. Levine, "Letter to Anthropic Re: Planned Initial Public Offering," Office of the New York City Comptroller, Oct. 14, 2026, https://comptroller.nyc.gov/reports/letter-to-anthropic-re-planned-initial-public-offering/
- Anthropic, "Ben Bernanke appointed to Anthropic's Long-Term Benefit Trust," Anthropic, July 9, 2026, https://www.anthropic.com/news/ben-bernanke
- Anthropic, "Investing in the public benefit," Anthropic, Oct. 18, 2026, https://www.anthropic.com/news/public-benefit-fund
- Dario Amodei, "We Must Pace the Frontier," darioamodei.com, Sept. 12, 2026, https://darioamodei.com/post/we-must-pace-the-frontier
- Anthropic (@AnthropicAI), "Anthropic has filed an S-1 registration statement with the SEC related to its proposed IPO.," X, Oct. 26, 2026, https://x.com/AnthropicAI/status/2114705042817110293