Opening the filing
Class A Common Stock
Shares
Anthropic, PBC This is an initial public offering of shares of Class A common stock of Anthropic, PBC. We are selling shares of Class A common stock and the selling stockholders identified in this prospectus are selling an additional shares of Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.
Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”
We have a novel capital and corporate governance structure. We are incorporated as a public benefit corporation under Delaware law, a structure consistent with our commitment to artificial intelligence (“AI”) safety and responsibility. As a public benefit corporation, we are required to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit purpose identified in our amended and restated certificate of incorporation: the responsible development and maintenance of advanced AI for the long-term benefit of humanity. We created our Long-Term Benefit Trust (the “LTBT”) to help ensure that Anthropic, PBC is managed in a manner that responsibly balances its goals as a public benefit corporation. The LTBT is intended to operate as an independent body of financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. 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. Our Class T common stock does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights. Immediately prior to the completion of this offering, we will also issue a single share of Class F common stock, a special class of our common stock, to a limited liability company organized by our co-founders (the “Founder
LLC”). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of our board of directors, together with our five other co-founders, will initially be the sole members of the Founder LLC. Our Class F common stock, which will be held by the Founder LLC, 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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. Our Class F common stock will not have any economic rights. Upon the completion of this offering, we will also authorize a special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. Our Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third
party. Our Class A common stock is not convertible. See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our Governance Structure and Its Goals,” and “Description of Capital Stock” for more information.
“we,” “us,” and “our” in this prospectus refer to Anthropic, PBC and its consolidated subsidiaries, and referen ces to our “common stock” refer to our Class A common stock, Class N common stock, and Class F common stock (and, where the context requires, our Class T common stock and our Class E common stock).
Overview For the first time in history, intelligence is something humans can build. The cognitive capability to reason, analyze, synthesize, decide, and create is producible at scale and accessible on demand. We believe this abundance of AI will rapidly transform every sector of the global economy in ways greater than the impact of industrialization, electricity, semiconductors, and the internet. AI that truly delivers on its potential—with the risks well managed—could significantly accelerate global growth and dramatically improve quality of life for people around the world.
Anthropic was founded in 2021 by a team of researchers responsible for man y of the breakthroughs that define AI. 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. These advantages enable us to continuously advance frontier AI and shape the standards for its safe and responsible development. Our frontier AI, Claude, is delivered to customers through our models, platform, and applications. Claude has experienced the fastest enterprise adoption of any technology in history, as demonstrated by revenue growing from $0 at commercial launch in the first quarter of 2023 to $ for the three months ended September 30, 2026. This rapid and growing adoption generates two self-reinforcing dynamics—an improvement loop that advances Claude and an investment loop that helps fund our continued research in frontier AI.
Our Core Advantages Mission & Focus . All of our efforts are guided by a singular focus on our mission. This focus enables us to concentrate talent, research, and compute investment on the highest-value work for humanity and to avoid conflicting priorities. Achieving our mission means the world gains the enormous benefits of frontier AI while mitigating the most significant risks, and we believe this requires safety and capability to advance together.
Talent & Culture. Our mission and focus enable us to attract and retain world-class talent, including researchers and engineers who want their work to shape a better future. We also have a culture that promotes a low-ego, truth-seeking environment, where frontier AI capability and safety are mutually reinforcing. We believe our culture has driven our talent density as we have scaled.
what we refer to as a country of geniuses in a data center, available to every organization and sector of the economy.
Enterprise Adoption of Claude The speed and depth of our enterprise customer adoption are powerful evidence of Claude’s position at the frontier of AI. Our customer base as of September 30, 2026 includes:
• More than 11,900 customers with $100,000 or more of revenue on a TTM basis;
• More than 1,900 customers with $1 million or more of revenue on a TTM basis; and
• Approximately 250 customers with $10 million or more of revenue on a TTM basis.
Much of the diffusion of Claude has been organic. We amplify this with our go-to-market and Applied AI teams, which extend our reach by meeting customers where they are through distribution partnerships that place Claude inside customers’ existing technology stacks. For example, Claude is accessible on all three major cloud platforms—Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”), and Microsoft Azure (“Azure”). We have a joint go-to-market approach with these CSPs through which we establish direct contractual relationships with our customers while paying a fee to each CSP. This structure allows us to foster stronger commercial alignment with these CSPs, avoid channel conflict, set pricing, and realize the financial benefits of ongoing compute efficiency improvements. Ecosystem partnerships also expand our reach, allowing customers to adopt Claude through SIs, such as Accenture, Deloitte, KPMG, and PwC, consultants, and data platforms, such as Salesforce and Snowflake . We recently launched an AI services company, Ode with Anthropic, in partnership with leading private equity firms to bring Claude’s capabilities to mid-sized companies across sectors, building solutions on the Claude Platform and supporting customers over the long term.
Strengths of Our Financial Model Building and scaling frontier AI is one of the most important and capital-intensive endeavors in history. Our financial model provides us with the following strengths that allow us to build and scale efficiently:
• Rapid Revenue Growth. Our enterprise strategy is designed to drive durable customer adoption by embedding Claude directly into business-critical workflows and enabling the development of products built on Claude. We believe that enterprise customers achieve a compelling return on investment from Claude, as agentic workflows can drive both top-line growth and efficiency. This enables us to expand quickly with customers, as demonstrated by our Net Revenue Retention of approximately 900 % as of September 30, 2026. Diffusion also accelerates as our models become more capable and efficient, allowing us to lower the cost per task for customers. For example, Claude Opus 5.5 reduced customer costs per task by approximately 40% compared to Claude Opus 5. Lower costs per task drive greater usage, which in turn drives broader diffusion of Claude. Our compute efficiency allows us to deliver these reductions while preserving our margins.
• Compute Efficiency . Our compute efficiency drives more intelligence from research and model development, and we believe this approach can support more customer and internal usage of Claude for the same amount of compute compared to other approaches. Our compute efficiency is demonstrated by revenue that grew 1,368% year over year for the three months ended June 30, 2026 compared to compute and infrastructure expenses that grew 300% during the same period.
• Operating Efficiency . Our operating efficiency, derived from our high talent density, our efficient go- to-market, and how extensively our teams leverage Claude in their work, enables us to scale with a smaller team relative to other large enterprise technology companies. Our operating efficiency is demonstrated by TTM revenue per employee of over $6.6 million as of September 30, 2026, compared to $1.4 million as of September 30, 2025.
The demonstrated growth, scale, and efficiency of our financial model help us to continue making significant long-term investments to build frontier AI responsibly. Our business trajectory and financial profile have enabled us to access capital and secure compute from investors and partners. As of June 30, 2026, we had raised an aggregate of $141.1 billion of capital and had cash and cash equivalents of $112.4 billion and short- term investments of $19.3 billion .
Our Self-Reinforcing Loops Our scale and growth create self-reinforcing loops that make Claude better over time and that we believe create durable competitive advantages.
• Improvement Loop . Enterprise deployments of Claude deepen our understanding of the hard problems, edge cases, and domain-specific challenges that matter most to our customers. We improve our models, platform, and applications based on feedback from customers using our offerings in production across their businesses. These improvements result in wider deployments and adoption that fuel the next cycle of improvement.
Our Governance Structure and Its Goals Our novel capital and corporate governance structure has been carefully designed and differs significantly from that of other public companies. We strive to help bring humanity safely into an era where transformative AI exerts tremendous and potentially decisive influence over a broad range of human undertakings. Operating as a public benefit corporation (“PBC”) gives our board of directors the necessary latitude to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit purpose that we promote. Our specific public benefit purpose is the responsible development and maintenance of advanced AI for the long-term benefit of humanity (the “Company Purpose”). In addition, a financially disinterested trust, which we refer to as the Long-Term Benefit Trust (the “LTBT”) and which generally has the power to elect and remove a majority of the authorized members of our board of directors, is designed to supply both the incentives and insights for striking this balance appropriately. We also believe that our seven co-founders are distinctly equipped to be stewards of our mission.
Public Benefit Corporation Status Consistent with our long-term commitment to AI safety and responsibility, we are incorporated as a PBC under Delaware law. PBCs are a class of corporations that are intended to produce a public benefit and operate in a responsible and sustainable manner. Under Delaware law, a PBC is required to identify in its certificate of incorporation the public benefit or benefits it will promote, and its directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the corporation’s stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit purpose identified in the corporation’s certificate of incorporation. As provided in our amended and restated certificate of incorporation, the public benefit that we promote, which we must always consider in the management of our company, is the Company Purpose.
Long-Term Benefit Trust In 2023, we implemented an innovative governance structure featuring the LTBT, which is designed to ensure that we are managed in a manner that responsibly balances our tripartite goals as a PBC: the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose. The LTBT is intended to operate as an independent body of five financially disinterested voting trustees (“Trustees”) with expertise in AI safety, national security, public policy, and social enterprise. 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. Our Class T common stock does not otherwise have voting rights on matters submitted to stockholders generally.
Founder Voting Structure We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah, as a group, are distinctly equipped to be stewards of our mission.
Immediately prior to the completion of this offering, we will issue a single share of Class F common stock, a special class of our common stock, to a limited liability company of which our seven co-founders will initially be the sole members (the “Founder LLC”).
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 with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors.
Board Governance Decisions regarding our business and affairs are made by our board of directors. Immediately prior to the completion of this offering, we will enter into a stockholders’ agreement (the “Stockholders’ Agreement”) with the LTBT and the Founder LLC, under which they will agree to vote their shares and take other actions to give effect to the board composition, director nomination, and director removal provisions described in our governing documents. Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors. Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms a director may serve.
While the LTBT has significant influence over our board of directors through its ability to generally elect and remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of the company. The LTBT’s role is to select directors who are well-equipped to make decisions in furtherance of the responsible balancing of the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the Company Purpose, and to support our management’s decision-making through advice and guidance.