Primary document: Anthropic, PBC — Form S-1 registration statement.

  • URL: https://www.sec.gov/Archives/edgar/data/2130357/000162828026067168/anthropicpbc-sx1.htm
  • Filing index: https://www.sec.gov/Archives/edgar/data/2130357/000162828026067168/0001628280-26-067168-index.htm
  • EDGAR company record: CIK 0002130357, “Anthropic, PBC”, conformed name verified from EDGAR atom feed on 2026-10-29.
  • Accession 0001628280-26-067168 · file number 333-299633 · filing date 2026-10-26 · form S-1 · EDGAR-reported size 224 MB.
  • Retrieved: 2026-10-29, whole document, 14,169,255 bytes, saved to a local working copy of the filing (unpublished, not part of this site).
  • Retrieval proof: HTTP request with a declared User-Agent and Accept-Encoding: identity returned the full document body; EDGAR ignored the byte range and returned the whole file, which is why the archive is the complete document rather than a window.

Verification method. The archive was rendered to plain text by stripping tags and collapsing whitespace (four local extraction scripts (unpublished)). Character offsets below are from that rendering and are reproducible with the same scripts. HTML entities in the archive are typographic (“, —); the extract renders them as plain quotes and hyphens, so quotations are matched on words, not punctuation.

Independent review status: complete. Three separate reviewer executions graded the article against mechanically-selected verbatim windows of this archive; consolidated verdict, methods and limits are at reports/batch003-package-01-review.md. No claim was found WRONG and none unsupported. The HOLD recorded here before that verdict returned has been discharged by it.

Claim-level table

#Claim as published in draftPrimary text (verbatim from the archive)LocationStatus
1Filed 2026-10-26; listing applied for on Nasdaq Global Select Market under “ANT”We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.”Prospectus cover, offset ~5,600CONFIRMED
2Document is preliminary and marked “Subject To Completion”Subject To Completion. Dated .Prospectus cover, offset ~4,900CONFIRMED
3Offer price left blankIt is currently estimated that the initial public offering price per share will be between $ and $ . — the gaps between the two dollar signs are runs of non-breaking spaces in the filed document, not elisions by this newsroomProspectus cover, offset ~5,341CONFIRMED
4Share count and selling-stockholder share count left blankWe 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.Prospectus coverCONFIRMED
5Q2 2026 revenue $11,555m, operating income $974mMarch 31, 2026 June 30, 2026 Revenue $ 376 $ 787 $ 1,382 $ 2,040 $ 4,731 $ 11,555 … Operating income (loss) (935) (1,200) (3,089) (2,836) (1,667) 974Quarterly Consolidated Statements of Operations, offset ~695,717CONFIRMED
6Five preceding quarters were operating losses 935, 1,200, 3,089, 2,836, 1,667same passage as #5sameCONFIRMED
7Q2 2025 revenue $787m (year-on-year comparison)same passage as #5sameCONFIRMED
8H1 2026 revenue $16,286m; H1 2025 $1,163mRevenue $ 41 $ 386 $ 4,585 $ 1,163 $ 16,286Consolidated Statements of Operations Data, offset ~90,047CONFIRMED
9Full-year revenue $41m (2023), $386m (2024), $4,585m (2025)same passage as #8sameCONFIRMED
10H1 2026 operating loss $693m; H1 2025 $2,135mOperating loss (551) (2,980) (8,060) (2,135) (693)same as #8CONFIRMED
11Total operating expenses H1 2026 $16,979mTotal operating expenses 592 3,366 12,645 3,298 16,979same as #8CONFIRMED
12Compute and infrastructure H1 2026 $8,945mCompute and infrastructure 433 2,522 7,326 2,334 8,945same as #8CONFIRMED
13Compute was 55% of revenue in H1 2026, 201% in H1 2025Compute and infrastructure $ 2,334 $ 8,945 $ 6,611 283 % Percentage of revenue 201 % 55 %MD&A, Compute and Infrastructure table, offset ~672,274CONFIRMED (company-stated percentage; independently 8,945 ÷ 16,286 = 54.9%)
14Net loss H1 2026 $80,748m; FY2025 $41,965mNet loss (2) $ (1,531) $ (8,309) $ (41,965) $ (12,969) $ (80,748)statements of operations, offset ~90,047CONFIRMED
15Fair-value line $72,388m H1 2026, $59,597m in Q2 2026Change in fair value of convertible notes, derivative liabilities, and SAFEs (1,045) (5,434) (34,308) (10,942) (72,388) and quarterly … (12,791) (59,597)statements of operations and quarterly statementsCONFIRMED
16A further $8,757m of net expense in “Other income (expense), net” in H1 2026, alongside $1,111m of interest incomeOther income (expense), net (2) - (8) - (8,757) then Total other income (expense), net (978) (5,328) (33,885) (10,827) (80,034); interest income 69 106 431 115 1,111statements of operations, offset ~96,900CONFIRMED. The 8,757 appears in parentheses in the filing, i.e. an expense, not income. It is the second-largest component of the half-year loss after the fair-value line, and the article now says so.
17Fair-value movement is attributed to rising enterprise valuationThese changes were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of the respective periods.MD&A, offset ~92,133 and ~293,784 and ~670,235CONFIRMED
18Pro forma adjustment exists to eliminate the convertible-note fair-value change; pro forma amounts blankPro forma adjustment to eliminate the change in fair value recognized related to the Convertible Notes Conversionpro forma net loss per share table, offset ~92,400CONFIRMED as to the adjustment label; the table’s amounts are blank in this preliminary filing
19Cloud-marketplace share of revenue 11/32/47/48 per centrevenue generated from sales to customers through CSP marketplaces represented approximately 11% , 32% , 47% , and 48% , respectively, of total revenueMD&A, offset ~646,000 regionCONFIRMED
20Marketplace receivables 42/60/58 per centnet accounts receivable from sales through CSP marketplaces to customers represented 42% , 60% , and 58% , respectively, of our net accounts receivablesame passage as #19CONFIRMED
2111,900 customers with $100,000 or more of revenue on a TTM basis as of 2026-09-30; ~1,500 at 2025 year-end; ~200 at 2024 year-endThe number of customers with $100,000 or more of revenue on a TTM basis grew from approximately 20 as of December 31, 2023, to approximately 200 as of December 31, 2024, to approximately 1,500 as of December 31, 2025, and to more than 11,900 as of September 30, 2026.MD&A, offset ~651,433CONFIRMED
21bThe filing gives a second, different comparison point for the same seriesWe had more than 11,900 customers with $100,000 or more of revenue on a TTM basis as of September 30, 2026, up from more than 950 as of September 30, 2025.Business section, offset ~620,503CONFIRMED — both sentences are in the document. The article uses the series with year-end comparison points; the 950 figure is not used and the two are not mixed. The filing does not reconcile the 950 (Sept 30, 2025) figure with the 1,500 (Dec 31, 2025) figure, and the article does not attempt to.
21cTotal revenue from those customers: $37m, $220m, $3.5bn across the three year-endsTotal revenue from these customers grew from approximately $37 million to $220 million to $3.5 billion to $ and represented 90%, 57%, 76%, and % of total r…MD&A, offset ~651,600CONFIRMED as to the three dated figures; the fourth figure and the final percentage are blank in this preliminary filing, so the article does not use this series.
22Public benefit corporation under Delaware law, stated purposeWe are incorporated as a public benefit corporation under Delaware law … the responsible development and maintenance of advanced AI for the long-term benefit of humanityprospectus summary, offsets ~5,223 and ~5,735CONFIRMED
23Long-Term Benefit Trust descriptionan independent body of financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterpriseprospectus summary, offset ~5,675CONFIRMED
24Class T elects a majority of the board and has no economic rightsThrough 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.prospectus summary, offset ~6,177CONFIRMED
25Single Class F share to a co-founder LLCwe will also issue a single share of Class F common stock, a special class of common stock, to a limited liability company organized by our co-founders (the “Founder LLC”)prospectus summary, offset ~6,614CONFIRMED
26Seven co-founders named as parties, incl. Dario and Daniela AmodeiDario 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-foundersprospectus summary, same passage as #25CONFIRMED
25bThe Class F share carries 50.1% of total voting power on matters submitted to stockholders generallyOur 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. and, in the capital-stock voting table, The share of our Class F common stock will be entitled to an aggregate number of votes that represents 50.1% of the total voting power of our outstanding shares as of the applicable record date on all matters submitted to a vote of stockholders generallyprospectus summary offset ~7,494; capital stock voting rights, offset ~84,770CONFIRMED. This corrects a material error in the first draft, which attributed Class E’s limited-vote character to Class F and so understated the founders' control.
25cClass E is issued to employees other than co-founders, one vote per share on certain limited matters, no economic rightsOur Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. and Shares of our Class E common stock will be entitled to one vote per share with respect to certain limited matters.prospectus summary offset ~8,066; voting rights table offset ~85,601CONFIRMED. The first draft omitted Class E entirely.
25dThe company describes itself as a Nasdaq “controlled company”We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements.prospectus summary, offset ~85,800CONFIRMED
27Class A one vote; Class N no voting rights; Class T no general voting rights and no economic rights; A and N identical except voting and conversionEach 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. ; Our Class T common stock does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights. ; The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion.prospectus summary, offsets ~6,887, ~7,782, ~8,300CONFIRMED
28Directors' duty of balance under PBC statusdirectors of a PBC have a duty to consider not only the stockholders' financial interests but also the company’s specific public benefit purpose and the best interests of those stakeholders materially affected by the company’s actionsPBC status section, offset ~532,880CONFIRMED
2910-for-1 split of Class A and Class N on 2026-09-17; 1-for-1,000 reverse splitOn September 17 , 2026, the Company effected a 10-for-1 stock split of its authorized, issued, and outstanding shares of Class A common stock and Class N common stock. ; 1-for-1,000 reverse stock splitnotes, offset ~1,385,423CONFIRMED (not used in the article body)
30Reportable income-statement figures are the company’s own audited (2023–2025) and unaudited (2026 interim) statements(in millions, except share and per share amounts) table headers; interim periods labelled Six Months Ended June 30statements of operationsCONFIRMED as to labelling; the filing itself states which periods are audited

Claims deliberately NOT made in the draft

Rejected claimWhy
“Anthropic lost $80 billion in cash”The loss is dominated by the $72.4bn fair-value line, an unrealised mark on convertible instruments. The draft states the mechanics instead.
“The IPO will raise $X”No marketed deal size exists: the cover leaves the share count and the price range blank. A fee exhibit registers a maximum aggregate offering price of $1,000,000,000.00 under Rule 457(o), which is a registration-fee calculation, not a marketed figure, so no proceeds total can be stated.
“Q2 2026 was Anthropic’s first profitable quarter ever”Only the quarters presented (Q1 2025 onwards) support “first in the filing’s history”. The draft is scoped that way.
“Revenue grew 14.7x year on year”Arithmetic is right (11,555 ÷ 787 = 14.68) but the draft gives both figures and lets the reader do it; no unrounded multiple is asserted.
Compute commitments redacted / unreportableCarried over from an earlier sweep as a lead. Not verified against this archive tonight, so not asserted.

Open items before this package could be published

1. Reviewer verdict (dispatched; HOLD until returned and material objections resolved). 2. Confirm the “non-cash” characterisation: the draft says the fair-value movement is “not a cash cost”. The line is a fair-value mark on convertible instruments, which supports this, but a reviewer should confirm no cash element is bundled into it. 3. The draft says the charge will “disappear from the pro forma figures”. Confirmed only as far as the adjustment label. The blank pro forma table must be described as blank, not as a completed calculation. 4. Package still needs: HTML build, Inside the AI Newsroom record, dispatch record, and the standard validation run — none of which exist yet.

Addendum — 2026-10-29, review round 2

Four new verbatim confirmations added after the constrained review, each located in a local plain-text rendering of the filing (1,630,984 characters, unpublished).

#ClaimVerbatim evidenceOffset
R1H1 2026 net loss reconciles from the operating loss: 693 + 80,034 + 21 = 80,748Total other income (expense), net (978) (5,328) (33,885) (10,827) (80,034) Loss before provision for income taxes (1,529) (8,308) (41,945) (12,962) (80,727) Provision for income taxes 2 1 20 7 21 Net loss (2) $ (1,531) $ (8,309) $ (41,965) $ (12,969) $ (80,748)~97,080
R2Net cash provided by operating activities, H1 2026, was $3,929mOperational Data ... Net cash provided by (used in) Operating activities $ (1,627) $ (5,692) $ (2,637) $ (1,513) $ 3,929 (columns: FY2023, FY2024, FY2025, H1 2025, H1 2026)~759,685
R3The LTBT is governed by five TrusteesTrustees of the LTBT The LTBT is governed by five Trustees.997,915
R4The company has four classes of authorized common stock; A and N are series of the participating classWe have four classes of authorized common stock: • the class designated as Participating Common Stock, which is divided into two series: Class A common stock and Class N common stock; • Class T common stock ...1,199,159

Also re-confirmed: the CSP-marketplace period list (2023, 2024, 2025, H1 2026) precedes the 11/32/47/48 percentages at ~268,926, and the six-quarter operating line Operating income (loss) (935) (1,200) (3,089) (2,836) (1,667) 974 sits at ~717,613 — an operating line only, with no quarterly net income line, which is why the article says “operating income” and not “profit” for Q2 2026.

Corrections to this article arising from review round 2: 3 real defects (Q2 “profitable” upgrade; net-loss composition arithmetic; unsourced “not a cash cost”) plus 1 attribution fix (charter vs certificate of incorporation, LTBT creator). Disposition: reports/batch003-package-01-review-disposition-2026-10-29.md.

Addendum — 2026-10-29, authorised correction A4 before publication

The Commander authorised one correction to the article after the consolidated review (reports/batch003-package-01-review.md), recorded there as observation A4.

What changed. The paragraph decomposing “Total other income (expense), net” now follows the issuer’s own line order in the statement of operations — interest income, then change in fair value, then other income (expense), then the total — instead of presenting the fair-value line first and deducting interest income last. One clarifying clause was added: the statement presents these items as positive magnitudes, each expense figure adds to the reported net loss, the interest income offsets it, and the provision for income taxes adds to it.

What did not change. No figure, period, sign or calculation was altered. The identity the article now prints — 693 plus 72,388 plus 8,757 less 1,111 plus 21 equals 80,748 — is the same arithmetic as before, restated in the order the statement itself uses, and it is exactly equivalent to the decomposition recorded at claim 16 above and at R1:

  • Total other income (expense), net: (80,034)
  • of which interest income 1,111 (income), change in fair value (72,388), other income (expense), net (8,757)
  • 1,111 − 72,388 − 8,757 = −80,034
  • operating loss (693) + total other (80,034) + provision for income taxes (21) = net loss (80,748)

Why it is not a factual change. A4 was a presentation defect only. The components, their signs and their periods were already correct; the article listed them in an order the statement does not use, and described them as “less interest income” after the fact rather than in the statement’s sequence. The correction removes that discrepancy without introducing any new interpretation or altering a verified calculation.

Open items recorded above, current disposition at publication:

1. Reviewer verdict — discharged; consolidated review complete, no WRONG findings. 2. “Non-cash” characterisation — the overreaching phrase was removed in review round 2 (see the corrections note at the end of the claim table above). The article now describes the mechanics and does not assert that the line involves no cash at all. 3. Pro forma table — described as blank, not as a completed calculation, as required. 4. HTML build, newsroom record, dispatch record and validation — produced in the publication run; see the publication record for file paths, commit and verification results.