Anthropic files S-1 for Nasdaq IPO under ticker ANT with $16.3 billion in first-half revenue
Anthropic has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering of its Class A common stock. The company announced the filing on October 26, 2026, and said it has applied to list the shares on the Nasdaq Global Select Market under the symbol "ANT". The number of shares to be offered and the price range have not yet been determined, and the registration statement is not yet effective, which means no shares can be sold and no offers to buy can be accepted until the SEC declares it effective.
The prospectus is the first complete public view of the finances of the company behind Claude. It shows revenue of $16,286 million in the first six months of 2026, against $1,163 million in the same period of 2025, and full-year 2025 revenue of $4,585 million, up from $386 million in 2024 and $41 million in 2023, the year Anthropic launched commercially. The same document reports a first-half 2026 net loss of $80,748 million, a figure that is driven almost entirely by non-cash accounting charges on convertible instruments rather than by the cost of running the business: the operating loss for the period was $693 million.
Goldman Sachs and Morgan Stanley lead a syndicate of more than twenty banks listed on the cover of the preliminary prospectus, including J.P. Morgan, Citigroup, Barclays, Wells Fargo Securities, BofA Securities and Deutsche Bank Securities. The filing also confirms a governance structure that keeps voting control away from public shareholders: a single share held by a co-founder vehicle will carry 50.1% of general voting power, and the company's Long-Term Benefit Trust will elect a majority of the board.
··········
THE OFFERING, THE TICKER AND WHAT IS STILL BLANK.
The document filed on October 26 is a preliminary prospectus, and several of the numbers that investors usually look for first are left blank. The price range, the number of Class A shares on offer, the expected net proceeds and the registration number itself are all placeholders in the current version. Anthropic's announcement repeats the standard legal language: the offering will be made only by means of a prospectus, and the announcement is not an offer to sell or a solicitation of an offer to buy.
What the filing does fix is the venue and the vehicle. Anthropic, PBC, a Delaware public benefit corporation, has applied for a Nasdaq Global Select Market listing under "ANT". The company states that it will qualify as a "controlled company" under Nasdaq rules and intends to rely on the exemption that applies to the nominating and governance committee.
The stated uses of the proceeds are broad: general corporate purposes, working capital, operating expenses and capital expenditures, explicitly including compute and infrastructure, as well as hiring and retention, possible acquisitions and the tax withholding obligations that arise when restricted stock units held by employees are settled.
........
Item | What the S-1 states |
Issuer | Anthropic, PBC (Delaware public benefit corporation) |
Security offered | Class A common stock |
Exchange and symbol | Nasdaq Global Select Market, "ANT" (applied) |
Lead bookrunners | Goldman Sachs, Morgan Stanley |
Price range and share count | Not yet determined |
Status | Filed October 26, 2026, not yet effective |
........
··········
REVENUE GROWTH FROM $41 MILLION TO $16.3 BILLION IN A HALF YEAR.
The revenue line is the part of the prospectus that explains why the listing is drawing so much attention. Anthropic reported $41 million of revenue in 2023, $386 million in 2024 and $4,585 million in 2025. In the first half of 2026 alone it recorded $16,286 million, roughly fourteen times the $1,163 million booked in the first half of 2025 and more than three times the total for the whole of the previous year.
The company describes its model as primarily consumption-based, a "pay-for-intelligence" structure metered in tokens through the API and its cloud partners, combined with subscriptions to consumer and professional plans such as Claude Pro and Claude Max. The prospectus does not break revenue out by product, so the filing does not say how much comes from the API, from subscriptions or from Claude Code. It does warn that much of the consumption revenue is not covered by long-term contractual commitments, which makes it more exposed to changes in customer usage than a typical multi-year software contract.
The customer metrics give a sense of how concentrated spending has become among large accounts. As of September 30, 2026, Anthropic counted more than 11,900 customers generating $100,000 or more of revenue on a trailing twelve-month basis, more than 1,900 above $1 million and approximately 250 above $10 million. The company reports a net revenue retention rate of approximately 900%, which, on the company's definition of the metric, indicates that existing customers expanded their spending roughly ninefold over twelve months. Revenue per employee on a trailing twelve-month basis exceeded $6.6 million, compared with $1.4 million a year before.
........
Period | Revenue ($M) | Operating loss ($M) | Net loss ($M) |
FY2023 | 41 | (551) | (1,531) |
FY2024 | 386 | (2,980) | (8,309) |
FY2025 | 4,585 | (8,060) | (41,965) |
H1 2025 | 1,163 | (2,135) | (12,969) |
H1 2026 | 16,286 | (693) | (80,748) |
........
··········
WHY THE NET LOSS REACHED $80.7 BILLION.
The headline net loss requires careful reading, because it says very little about whether Claude is profitable to operate. In the first half of 2026 Anthropic recorded total other expense of $80,034 million, of which $72,388 million came from the change in fair value of convertible notes, derivative liabilities and SAFEs. These are instruments whose accounting value rises as the company's own valuation rises, and the increase is booked as a loss even though no cash leaves the company. The same line was $34,308 million in 2025 and $5,434 million in 2024, which is why net losses have grown far faster than operating losses.
At the operating level the trend runs in the opposite direction. The operating margin moved from (1,344)% in 2023 to (772)% in 2024, (176)% in 2025 and (4)% in the first half of 2026. On the company's own non-GAAP measures, Adjusted Operating Income turned positive at $1,618 million in the first half of 2026, an Adjusted Operating Margin of 10%, and Adjusted Net Income reached $2,671 million, compared with an adjusted net loss of $4,448 million for full-year 2025. These adjusted figures are management's measures and are reconciled to GAAP elsewhere in the filing; they are not audited profit figures and should be read as the company's view of underlying performance.
The net loss per share for the first half of 2026 was $(39.88). The preliminary prospectus does not quantify how the convertible notes, derivative liabilities and SAFEs will be treated at the offering, so the scale of any future fair-value charges cannot be read from this version of the document.
··········
COMPUTE IS THE LARGEST COST AND THE LARGEST COMMITMENT.
Anthropic reports compute and infrastructure as an operating expense rather than as cost of revenue, so the prospectus does not present a conventional gross margin. The expense table shows how the cost base is distributed. In the first half of 2026 compute and infrastructure cost $8,945 million out of total operating expenses of $16,979 million, compared with $7,326 million for the whole of 2025. Personnel costs rose to $3,152 million in the half year, and sales, marketing and partnerships climbed to $3,168 million from $568 million for all of 2025, the steepest relative increase in the table.
The 2025 figures also include a $1,500 million charge labelled as the Bartz settlement, which refers to the copyright class action brought by authors over the use of books in model training. No equivalent charge appears in the first half of 2026.
........
Operating expense ($M) | FY2025 | H1 2026 |
Compute and infrastructure | 7,326 | 8,945 |
Personnel | 1,839 | 3,152 |
Sales, marketing and partnerships | 568 | 3,168 |
Bartz settlement | 1,500 | — |
Other operating and administrative | 1,412 | 1,714 |
Total | 12,645 | 16,979 |
........
The long-term obligations are larger still, but the preliminary prospectus leaves the aggregate figure blank. The text says Anthropic has entered into commitments "substantially all of which is related to compute and infrastructure", with part expected before December 31, 2030 and substantially all of the remainder between 2031 and 2045. The company trains and serves its models on AWS Trainium, Google TPUs, NVIDIA GPUs and AMD GPUs, and Claude is sold through AWS, Google Cloud Platform and Microsoft Azure, each of which receives a fee under a joint go-to-market arrangement.
To fund that build-out, Anthropic reports cash, cash equivalents and short-term investments of $131,651 million as of June 30, 2026, made up of $112.4 billion in cash and equivalents and $19.3 billion in short-term investments. The company says it has raised $141.1 billion in aggregate capital to date. The prospectus also refers to an amended and restated credit agreement and to convertible promissory notes held by Amazon Web Services, but the amounts are not filled in.
··········
SHARE CLASSES, THE LONG-TERM BENEFIT TRUST AND FOUNDER CONTROL.
The capital structure is unusual for a technology listing and is designed to keep control of the board with bodies tied to the company's stated purpose, defined in its charter as "the responsible development and maintenance of advanced AI for the long-term benefit of humanity". Public investors will buy Class A shares, which carry one vote each and are not convertible. Class N shares, held mainly by strategic partners, have no votes except where the law requires them and convert into Class A when sold or transferred to an unaffiliated third party.
Two classes carry control without economic rights. A single Class T share is held by the Long-Term Benefit Trust, an independent body of five financially disinterested trustees with backgrounds in AI safety, national security, public policy and social enterprise. Through that share the trust can elect and remove the Class T directors, who will form a majority of the board. The trust has no authority over day-to-day management or strategy. A single Class F share will be issued immediately before closing to a limited liability company whose initial members are the seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. That share carries 50.1% of the total voting power on matters put to stockholders generally, including the election of the directors not chosen by the trust.
A further Class E is planned for employees other than the co-founders after the offering, with limited voting rights and no shares outstanding at the time of the listing. In its risk factors the company states plainly that voting control held by the trust and the Founder LLC is not proportionate to economic interests, and that directors' duties under the public benefit corporation structure may conflict with the financial interests of stockholders.
........
Class | Holder | Voting | Economic rights |
Class A | Public investors | One vote per share | Yes |
Class N | Mainly strategic partners | None, except as required by law | Yes |
Class T | Long-Term Benefit Trust (1 share) | Elects board majority | No |
Class F | Founder LLC (1 share) | 50.1% of general voting power | No |
Class E | Employees after IPO | Limited | Planned, none at IPO |
........
··········
WHAT THE FILING MEANS FOR CLAUDE CUSTOMERS AND DEVELOPERS.
The S-1 does not announce any change to Claude's products, plans, prices or API terms, and nothing in the filing alters how individuals, teams or developers access the models today. Claude remains available directly from Anthropic and through AWS, Google Cloud and Microsoft Azure, and the prospectus describes that multi-cloud distribution as a core part of the business rather than something the listing will change.
For enterprise buyers, the filing is mostly useful as disclosure. It confirms that Anthropic's revenue depends heavily on large accounts, that much of it is consumption-based rather than locked into long contracts, and that the company sees compute supply, dependence on cloud providers that are also investors and customers, and potential harm from misuse or misaligned and autonomous model behaviour as material risks. Procurement and risk teams that already evaluate Anthropic as a supplier now have full financial statements and a formal risk-factor section to work from, something that was not available while the company was private.
The governance arrangements are the other practical point. Because the Long-Term Benefit Trust elects a board majority and the Founder LLC holds a majority of general voting power, public shareholders will not be able to replace the board or force a change in the company's stated priorities through a vote. For customers who chose Claude in part because of Anthropic's published safety commitments, the structure is designed to make those commitments harder to reverse after the listing. For investors, it means buying an economic stake without corresponding control.
··········
RISK FACTORS THAT SHAPE THE INVESTMENT CASE.
The risk-factor section is long, and several items speak directly to how Anthropic operates. The company lists its dependence on continuing to develop frontier models and on securing enough compute, together with supply constraints on critical inputs, as primary risks. It also cites reliance on key personnel and on its culture, intense competition, the possibility that the market grows more slowly than expected, customer and distribution-channel concentration, and a limited operating history marked by growth that may not be repeatable.
Two further items are specific to the AI sector. Anthropic warns that its models could be misused or could behave in misaligned or autonomous ways that cause harm, exposing the company to liability, litigation and reputational damage, and it notes that the regulatory environment for AI is still evolving. The filing also flags a structural conflict: some of its cloud providers and suppliers are simultaneously investors and customers, which can create conflicts of interest in commercial negotiations.
··········
TECHNICAL AND FINANCIAL SYNTHESIS.
What the filing establishes is clear. Anthropic has applied to list on the Nasdaq Global Select Market as "ANT", revenue reached $16,286 million in the first half of 2026 after $4,585 million in all of 2025, the operating loss narrowed to $693 million in the half year, and the $80,748 million net loss is dominated by $72,388 million of non-cash fair-value charges on convertible instruments. Compute and infrastructure remain the single largest expense at $8,945 million for the half year, and the company holds $131,651 million in cash and short-term investments.
What remains open is equally important. The price range, the size of the offering, the expected valuation, the total value of the long-term compute commitments, the revenue split between API, subscriptions and Claude Code, and the ownership stakes of strategic partners such as Amazon and Google are not stated in this version of the prospectus. Those figures will appear in amended filings before the shares are priced, and the timing of the listing will depend on when the SEC declares the registration statement effective.
··········
FOLLOW US FOR MORE.
·····
DATA STUDIOS
·····
datastudios.org
