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IPOs · 2026-10-30

Anthropic’s S-1: what the filing says, and what it leaves blank

A reading of Anthropic’s October 26 S-1: the audited and interim numbers, the share structure and the risks, and the items still blank before there is a price range.

Anthropic, PBC filed a registration statement on Form S-1 with the SEC on October 26, 2026 (accession 0001628280-26-067168), applying to list its Class A common stock on the Nasdaq Global Select Market under the symbol ANT. It is a preliminary prospectus: the price range, the number of shares, the offering size, the underwriters’ option and the net proceeds are all blank, and no amendment was listed on EDGAR when we checked on October 30. Goldman Sachs and Morgan Stanley are listed first among the 22 underwriters on the cover. Everything below comes from the filing unless we say otherwise.

The numbers

$ millionsFY2024FY20256M 20256M 2026
Revenue3864,5851,16316,286
Compute and infrastructure2,5227,3262,3348,945
Total operating expenses3,36612,6453,29816,979
Operating loss(2,980)(8,060)(2,135)(693)
Net loss(8,309)(41,965)(12,969)(80,748)
Adjusted operating income (loss), non-GAAP(2,788)(4,854)(1,849)1,618

Source: S-1, summary consolidated financial and other data and non-GAAP results. FY figures are audited; six-month figures are unaudited. In the summary tables we read, compute and infrastructure is an operating expense line, and we did not find a gross profit line.

Revenue was $4,585M in 2025 against $386M in 2024, and $16,286M in the first six months of 2026 against $1,163M a year earlier. Operating expenses of $16,979M came close to revenue in the first half, so the operating loss narrowed to $693M from $2,135M. Compute and infrastructure was the largest cost line at $8,945M, 55% of first-half revenue. Adjusted operating income, a measure the company defines, was positive $1,618M, a 10% adjusted operating margin, against a loss of $1,849M. We have not reproduced the company’s reconciliation; read it before relying on the measure.

Why the net loss is so much larger than the operating loss

The net loss was $80,748M in the first half and $41,965M in 2025. The gap to the operating loss is mostly one line: a change in the fair value of convertible notes, derivative liabilities and SAFEs of $(72,388)M in the first half and $(34,308)M in 2025, which the filing attributes primarily to an increase in the fair value of the convertible promissory notes. The first half also shows other expense, net of $(8,757)M, which we did not find explained in the portion we read. The convertible notes convert to Class N stock at the offering. The 2025 operating loss includes a $1,500M settlement referred to as Bartz, and stock-based compensation within personnel expense was $1.2B in 2025 and $2.2B in the first half of 2026.

Balance sheet and funding

At June 30, 2026 the company held $131,651M of cash, cash equivalents and short-term investments against total assets of $147,358M and total liabilities of $117,467M. Redeemable convertible preferred stock of $157,510M sits outside equity, which is why total stockholders’ equity is a deficit of $(127,619)M: assets less liabilities less the preferred stock equals that figure. The filing reports $141.1B of capital raised in aggregate as of June 30, 2026.

Customers and growth measures

As of September 30, 2026 the company reports more than 11,900 customers with $100,000 or more of trailing-twelve-month revenue, more than 1,900 with $1 million or more, and approximately 250 with $10 million or more, net revenue retention of approximately 900% as it defines the measure, and trailing revenue per employee above $6.6 million against $1.4 million a year earlier. Revenue for the three months ended June 30, 2026 grew 1,368% year over year, against 300% growth in compute and infrastructure expense. The filing also says a substantial portion of revenue and receivables comes from a limited number of customers and distribution channels; we did not find the percentages in the portion we read.

Compute commitments

The S-1 says committed spend is substantially all compute and infrastructure, and that substantially all of the remainder is expected to fall between 2031 and 2045. The aggregate dollar amount, the amount due before the end of 2030 and the amount due in the next 12 months are blank in the text we read. The risk factors describe multi-year take-or-pay minimums owed regardless of utilization, and say a default under certain commercial agreements could trigger cross-default provisions under the company’s credit agreement and the convertible notes, potentially accelerating substantially all of its indebtedness. The company also says it has significantly underestimated its compute needs in the past and is moving from a cloud-only model to a hybrid one with directly leased chips. News coverage has cited commitment figures well above $400 billion; they are not filled in the S-1 text we read, so we do not use them.

Who controls the company

Only Class A, with one vote per share, is offered to the public. Class N has no voting rights except as required by law. Class T, held by the Long-Term Benefit Trust, elects a majority of the board and carries no economic rights; the Trust has five financially disinterested trustees and no day-to-day management authority. One Class F share, held by a Founder LLC whose initial members are the seven co-founders, carries 50.1% of total voting power and no economic rights. The company is a controlled company, and says it expects to use the exemption only for its nominating and corporate governance committee; its audit and compensation committees will be fully independent. A 10-for-1 forward split of Class A and Class N stock took effect on September 17, 2026, so per-share data in the filing should be read against it.

Risks the filing puts first

Among the risks described are the chance that models develop capabilities the company does not anticipate, precautionary delays in releases (the filing cites Mythos through Project Glasswing), training runs that fail at a cost of many millions of dollars, and competition from larger technology companies for compute and for cloud providers’ allocation decisions.

What is not in the filing yet

There is no price range, share count, offering size or valuation, and net proceeds are described only as for general corporate purposes. Revenue for the three months ended September 30, 2026 and the Run-Rate Revenue figure (trailing 28 days of consumption fees times 13, plus monthly subscription fees times 12) are defined but blank. Valuations quoted in the press are not in the S-1. We would expect these items to arrive in an amendment, and we will update this piece when one is filed. This is not a rating or a recommendation: NovaRock does not cover Anthropic with a rating.

Sources: Anthropic, PBC, Form S-1, filed October 26, 2026 · EDGAR filing index (accession 0001628280-26-067168, file no. 333-299633). We read the summary data, risk-factor and governance sections; the full filing is long, so read it before acting.

Disclosure: this article was drafted with AI-assisted tools, including Claude, an AI model made by Anthropic, the company discussed here. Please check the figures against the filing.

Disclosures. Insights are commentary drawn from NovaRock’s published notes and the filings behind them. They are not research notes, they do not change any rating or fair value, and they are not personalized investment advice or an offer to buy or sell any security. Drafting uses AI-assisted research tools. Full disclosures are on our legal pages. Not marketed or offered to residents of India.

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