Anthropic S-1 Atlas
Atlas of the Anthropic, PBC Registration StatementForm S‑1 · preliminary prospectus · filed 26 Oct 2026
Atlas of the S‑1Title
An

ATLAS

of the Registration Statement on Form S‑1 of
ANTHROPIC, PBC
a Delaware public benefit corporation

Preliminary prospectus for an initial public offering of Class A common stock on the Nasdaq Global Select Market under the symbol ANT. The draft still leaves its price range, share counts, Run‑Rate Revenue and most pro forma figures blank; everything else in these fifteen plates is taken from the filing as written.

Statistical summary · $ millions unless marked
  • Revenue, six months to 30 Jun 2026, vs $1,163 a year earlier$16,286
  • Revenue, Q2 2026 · +1,368% year on year$11,555
  • GAAP operating margin, Q2 2026 · first positive quarter8%
  • Net loss, H1 2026 · $72.4B of it fair‑value change on convertible notes and SAFEs$(80,748)
  • Cash, equivalents and short‑term investments, 30 Jun 2026$131,651
  • Customers with ≥$100k TTM revenue, 30 Sep 2026 (950+ a year earlier)11,900+
  • Net Revenue Retention, 30 Sep 2026~900%
  • Employees, 30 Sep 2026 · TTM revenue per employee over $6.6M~5,300
Particulars of the registrant
Registrant
Anthropic, PBC · Delaware public benefit corporation · SIC 7372 · 548 Market Street, San Francisco
Security
Class A common stock, one vote per share · Nasdaq Global Select Market · “ANT”
Lead underwriters
Goldman Sachs & Co. · Morgan Stanley (22 banks in the syndicate)
Counsel
Wilson Sonsini (company) · Freshfields (underwriters)
Filer status
Large accelerated / accelerated / non‑accelerated boxes unchecked; controlled company under Nasdaq rules
Also offered in
Australia, Canada, EEA states, Japan, Switzerland, United Kingdom (no listing there)
Cover · S‑1 pp. i–25
I · General mapPlate 1
Plate 1General Map of the Prospectuseach province sized by its share of ~244,000 words
Reference Front matter & summary Risk factors Financial Business Governance & stock Offering, legal, Part II One cell = 600 words

    Built from the public filing (anthropicpbc‑sx1.htm, ~241k words, 158 tables) · An independent reading by Bernardino Sassoli de’ Bianchi · not affiliated with Anthropic; not investment advice
    Atlas of the S‑1I · Itinerary

    How to read this filing in an hour

    Three stops, marked on the facing plate in the order to take them. They hold nearly everything that is unusual about this prospectus.

    1pp. 4–25
    Start with the summary. Thesis, core advantages, the five‑class capital structure, the 17‑bullet risk summary and the summary financials are all here in 20 pages.
    2pp. 132–177
    Then MD&A. Quarterly results, the financial‑model drivers (adoption, compute efficiency, operating efficiency, compute investment), note purchase agreements and liquidity.
    3pp. 242–253, 292–306
    Then governance. The LTBT, Class T and Class F mechanics, sunset times and the controlled‑company exemption. Nothing else in the document is as unusual.

    Hover any province, peak, sounding or settlement in this atlas for its value and where it sits in the filing.

    S‑1 pp. 4–306
    I · ItineraryPlate 2
    Plate 2An Itinerary Through the Filingthe route of a one‑hour reading
    ReferenceRoute of readingStops numbered in order
    Plate 2
    Atlas of the S‑1II · Financials

    Six quarters from $376M to $11.6B

    Revenue compounded faster than compute cost, and the operating line crossed zero in Q2 2026. Below the operating line, mark‑to‑market losses on convertible notes dominate net loss and vanish at conversion.

    In the plates of this chapter, zero is sea level. Revenue rises as land; losses are measured as depths below the surface.

    Quarterly statistics · $ millions
    Q1 25Q2 25Q3 25Q4 25Q1 26Q2 26
    MD&A · quarterly results · S‑1 pp. 132–177
    II · FinancialsPlate 3
    Plate 3Comparative Heights of Quarterly Revenue$ millions above sea level · MD&A, quarterly results
    Reference under 1,0001,000–2,5002,500–5,0005,000–10,000above 10,000 Q2 2026: +1,368% year on year
    Plate 3
    II · FinancialsPlate 4
    Plate 4Section Along the Operating Lineoperating margin, % of revenue · GAAP sea‑bed and adjusted survey line
    ReferenceGAAP operating marginAdjusted operating marginAbove break‑even

    Adjusted excludes stock‑based compensation, non‑cash charitable contributions (donation matching) and the $1.5B Bartz settlement.

    Plate 4
    II · FinancialsPlate 5
    Plate 5Geological Section of Operating Costquarterly expenses by line, $ millions, with revenue as the surface
    Reference Compute & infrastructurePersonnelSales, marketing, partnershipsOther operating & adminBartz settlementCost above the surface (operating loss)

    Values are exact at each quarter’s bore‑hole; the beds between are drawn straight.

    Plate 5
    Atlas of the S‑1II · Financials

    Annual statement of operations

    $ millionsFY2023FY2024FY2025H1 2025H1 2026
    Revenue413864,5851,16316,286
    Compute and infrastructure4332,5227,3262,3348,945
    Personnel (incl. SBC)954541,8395383,152
    Bartz settlement——1,500——
    Sales, marketing, partnerships2435681203,168
    Other operating and administrative623471,4123061,714
    Operating loss(551)(2,980)(8,060)(2,135)(693)
    Interest income691064311151,111
    Change in FV of convertible notes, derivatives, SAFEs(1,045)(5,434)(34,308)(10,942)(72,388)
    Other income (expense), net(2)—(8)—(8,757)
    Net loss(1,531)(8,309)(41,965)(12,969)(80,748)
    Net loss per share, basic and diluted ($)(1.42)(5.43)(23.04)(7.25)(39.88)
    Stock‑based compensation (in personnel)291921,2002862,200
    Adjusted operating income (loss)(522)(2,788)(4,854)(1,849)1,618
    Adjusted operating margin(1,273)%(722)%(106)%(159)%10%

    The gap between GAAP net loss and adjusted net income is almost entirely the change in fair value of convertible notes, derivative liabilities and SAFEs ($59.6B in Q2 2026 alone), driven by the rise in enterprise valuation.

    Summary consolidated financial data · F‑pages
    II · FinancialsPlate 6
    Plate 6Soundings of the Net LossGAAP net loss as depth below break‑even, $ millions, quarterly
    Depths 0–10,00010,000–20,00020,000–40,00040,000–70,000Inset: adjusted net income (loss)
    Plate 6
    Atlas of the S‑1II · Financials

    Balance sheet, 30 June 2026 (actual)

    $ millions · pro forma columns blank in draftActual
    Cash, equivalents, short‑term investments131,651
    Working capital130,760
    Total assets147,358
    Total liabilities117,467
    Redeemable convertible preferred stock157,510
    Additional paid‑in capital5,336
    Accumulated deficit(132,902)
    Total stockholders’ deficit(127,619)

    Liabilities include the Amazon convertible notes carried at fair value; the preferred stock converts to Class A and Class N common at the offering, which is why the pro forma columns matter and are still empty.

    Capitalization · S‑1 p. 126
    II · FinancialsPlate 7
    Plate 7Chart of the Cash Riverscash flow by activity, $ millions · channel width to the scale shown

    H1 2026 financing inflow of $110.8B reflects the capital raised; operating cash flow turned positive ($3.9B) in the same half. Each period is drawn to its own scale; see the scale bar.

    Plate 7
    Atlas of the S‑1III · Customers & revenue

    Where the revenue comes from

    Pay‑for‑intelligence (metered tokens) is four‑fifths of revenue; half of it is collected through cloud marketplaces; the ≥$100k customer base grew sixty‑fold in under three years.

    Customer tiers at 30 Sep 2026 · TTM revenue
    • Customers with ≥ $100k11,900+
    • Customers with ≥ $1M1,900+
    • Customers with ≥ $10M~250

    About 40 million further customers each below $100k. Over 50% of the Fortune 500 and over 30% of the Global 2000 are ≥$100k customers; revenue from Fortune 500 customers averages under 0.1% of their expenses (top 10: under 1%).

    Business · MD&A · key metrics
    III · CustomersPlate 8
    Plate 8Growth of the Settlementcustomers with ≥$100k TTM revenue · area proportional to count
    ReferenceLeft: extent at each date. Right: the settlement’s hierarchy at 30 Sep 2026, same scale.About 40 million customers below $100k are not shown at this scale.
    Plate 8
    Atlas of the S‑1III · Customers & revenue

    Concentration

    Customers ≥10% of revenue202320242025H1 25H1 26
    Customer A··12%··
    Customer B··12%18%·
    Customer C43%···11%
    Customer D11%····

    No customer exceeded 10% for the nine months to 30 Sep 2026. Revenue outside the top five rose from ~64% (Q1 2026) to ~79% (Q3 2026). An estimated 5–7% of nine‑month revenue came from customers later found in violation of usage policy or commercial terms.

    Usage dynamics the filing calls out

    • Model versions released in the six months to 30 Sep 2026 produced over 80% of Q3 2026 revenue.
    • QoQ growth accelerated from 48% (Q4 2025) to 132% (Q1 2026) after Opus 4.5 cut price and cost per task.
    • Opus 5.5 lowered cost per task ~40% vs Opus 5; Fable 5.1 ~25% vs Fable 5 (up to 45% on agentic coding).
    • Over 50% of ≥$100k customers use both the Claude Platform and a first‑party app (up from ~30% in Q4 2025).
    • Top 5% of Claude Enterprise users on Claude Code spend ~20× those who don’t use it (under $75/month).
    • Seasonality: customer spend fell ~20% in the two weeks to 2 Jan 2026 vs the prior two weeks.
    Notes to financial statements · MD&A · Business
    III · CustomersPlate 9
    Plate 9Phases of the Revenue Modelthe lit fraction of each disc is the share named
    ReferenceShare named in the rowRemainder (subscription, or sold direct)

    FY2023 revenue of $41M was substantially all consumption‑based. Marketplace sales were 42%, 60% and 58% of net receivables at Dec 2024, Dec 2025 and Jun 2026; AWS, GCP and Azure act as collection agents.

    Plate 9
    Atlas of the S‑1IV · Models, compute, partners

    What is sold, on what, through whom

    Four model classes on four chip families, delivered through a platform, first‑party agents and three clouds. Compute is managed as one fungible pool and is shifting toward leased hardware in dedicated facilities (“Anthropic Direct”).

    The model family
    Mythosincl. Fable · frontier
    Role
    Most capable; coding and long‑running agentic tasks
    Configs
    Fable: GA with production safeguards. Mythos: vetted cyber and life‑science users via trusted‑access programs
    Releases
    Mythos Preview Apr 2026 (Project Glasswing); Fable 5 / Mythos 5 Jun 2026; 5.1 Sep 2026
    Opusworkhorse
    Role
    Reasoning‑intensive “enterprise daily driver”; agents running projects end to end
    Latest
    Opus 5.5 (Sep 2026), ~40% lower cost per task than Opus 5
    Sonneteveryday
    Role
    Balance of performance, cost and speed; high‑volume sub‑agents in multi‑agent orchestration
    Haikuvolume
    Role
    Lowest cost, fastest; customer‑service agents, large‑scale document processing
    Business · Our Models, Platform, and Applications · S‑1 p. 178
    IV · BusinessPlate 10
    Plate 10Voyage of the Product Surfacesports of call in the order the filing lists them
    ReferenceTrack of the voyage, dottedPositions are schematic; distances carry no meaning

    Claude Code: “the clearest manifestation of Virtual Collaborators”; NASA used it to plan a Perseverance rover drive. Cowork’s adoption outpaced Claude Code at the same point after release.

    Plate 10
    Atlas of the S‑1IV · Models, compute, partners
    Chip families · trained and served natively
    AWS TrainiumGoogle TPUNVIDIA GPUAMD GPU
    Cloud distribution
    Amazon BedrockGemini Enterprise Agent PlatformMicrosoft Foundry
    Ecosystem
    AccentureDeloitteKPMGPwCSalesforceSnowflake
    Anthropic Direct

    Master equipment leases for accelerators (the “2026 Lease Arrangement”), colocation with Fluidstack, direct data‑center leases in the US plus Australia and Canada, and power procured separately (grid or behind‑the‑meter). First owned‑footprint facility operational in 2026. Long‑term compute is typically contracted 12–18 months ahead; short‑term top‑ups cost more and are expected to rise.

    Safety apparatus named in the filing
    • Responsible Scaling Policy: safety evaluations tied to capability thresholds.
    • Claude’s Constitution, orienting the model around four priorities.
    • Alignment, interpretability and safeguards research; model validation and training‑data controls.
    • Trusted‑access programs (Cyber Verification Program, Project Glasswing) gate Mythos‑configuration models.
    • Competition named: OpenAI, Google, large technology companies, open‑weight models incl. from state actors; and the “status quo” of entrenched enterprise systems.
    Business · Our Infrastructure · Safety Research is Core to Our Business
    IV · BusinessPlate 11
    Plate 11Efficiency Claims, as Statedeach pair of peaks drawn to its own scale
    Also stated45× daily code volume per engineer, Q3 2026 vs FY2024 averageHeadcount up ~170% in the year to 30 Sep 2026
    Plate 11 · MD&A · Compute and Operating Efficiency
    Atlas of the S‑1V · Governance & stock

    Five classes of common stock, two of which run the company

    A public benefit corporation whose board majority is chosen by a trust with no economic stake, and whose founders hold 50.1% of the general vote through a single share. Public Class A holders get one vote per share on what is left.

    TrustClass T · 1 share
    Long‑Term Benefit Trust. Five financially disinterested trustees (AI safety, national security, policy, social enterprise). Holds the one share of Class T. Elects and removes the Class T directors, a majority of the authorized board.
    FoundersClass F · 1 share
    Founder LLC. Seven co‑founders: D. Amodei, D. Amodei, Brown, Clark, Kaplan, McCandlish, Olah. Holds the one share of Class F, carrying 50.1% of the vote on matters put to stockholders generally: the non‑Class‑T directors and all general votes.
    Boardthe fortress
    LTBT and Founder LLC together can elect every director (Stockholders’ Agreement). No term limits. Controlled company; exemption used only for the nominating committee. Directors must balance stockholders, affected stakeholders and the Company Purpose.
    The restClasses A, N, E
    Class A: one vote on general matters, pro rata economics. Class N (strategic partners, e.g. Amazon): no vote, converts to A on transfer to an unaffiliated party. Class E (employees, not founders): votes only on limited LTBT‑related matters, no economics.
    Our Governance Structure and Its Goals · S‑1 pp. 242–253
    V · GovernancePlate 12
    Plate 12The Dominions of Controlwho reaches the board, and by what road
    ReferenceDouble road: elects directorsSingle lane: one vote per shareFootpath: limited mattersDashed ferry: conversion

    Schematic. Land areas and road widths are not to scale; share counts after the offering are blank in the draft.

    Plate 12
    Atlas of the S‑1V · Governance & stock

    Capital structure after the offering

    RightClass AClass NClass TClass FClass E
    Votes per share10 (except as required by law)1, on Class T matters only50.1% of voting power on record date1, on limited matters
    Votes onAll general matters; non‑Class T directors; LTBT amendments; Class T redemptionOnly where law requiresElection of Class T directors (board majority); Class E redemption; Class F amendmentsSame as Class A, plus Class E redemptionSpecified Class T Director disputes with the NGC; LTBT amendments; Class T redemption
    ConversionNoneInto Class A on sale to unaffiliated partyNoneNoneNone
    TransferableYesYes (converts)Only with Trust Amendment Threshold approvalOnly on approved reorganization of the Founder LLCNo
    Dividends / liquidationPro rataPro rataNone / par valueNone / par valueNone / par value
    Redeemable by companyNoNoFor no consideration on certain eventsFor no consideration on certain eventsFor no consideration on certain events
    Outstanding after offeringblankblank1 share1 share0 shares
    Description of Capital Stock · S‑1 pp. 292–306
    V · Governance & stockMechanics

    Sunset mechanics

    After the Class T sunset, if Class F remains, Class A and Class F vote together for all directors, so the Founder LLC decides every general matter. After the Class F sunset, if Class T remains, the LTBT keeps electing the board majority and Class A elects the rest. Only once both are gone does Class A alone decide.

    Public benefit mechanics

    • 846,840,960 Class N shares (5% fully diluted at 30 Jun 2026, assuming Amazon notes convert) contributed to Anthropic Public Benefit Fund, LLC, a wholly owned subsidiary.
    • Board may issue up to a further 2% to the Fund each time the share price rises 50% above the prior milestone, starting from the IPO price.
    • Each co‑founder pledged 80% of personal equity to philanthropy; employee donation‑matching paid in Class N shares.
    • Incorporated as a Delaware PBC in January 2021; LTBT created 2023; 10‑for‑1 forward split of Class A/N and 1‑for‑1,000 reverse split of Class T on 17 Sep 2026.
    Management · Prospectus Summary · Our Commitment to Public Benefit
    Atlas of the S‑1VI · Capital & obligations

    $141B raised, $77B of undrawn note facilities, and commitments still blank

    The strategic partners are also the largest suppliers and distributors. Amazon’s notes convert at the IPO; Google, Amazon and Broadcom have agreed further note facilities. The compute commitment totals are placeholders in this draft.

    • Aggregate capital raised as of 30 Jun 2026$141.1B
    • Cash and cash equivalents, 30 Jun 2026, plus $19.3B short‑term investments$112.4B
    • Amazon convertible notes outstanding ($M), converting into Class N$6,203
    • Undrawn note purchase facilities ($M): Google, Amazon, Broadcom$77,000

    Note purchase agreements · as of 30 Jun 2026

    CounterpartyAgreementAvailable ($M)Drawn ($M)Draw period
    GoogleGoogle 2026 NPA20,000—to Dec 2030
    AmazonAmazon 2026 NPA15,000—see filing
    BroadcomInfrastructure Partner 2026 NPA42,000—see filing
    Total77,000—
    MD&A · Liquidity and Capital Resources
    VI · CapitalPlate 13
    Plate 13Waters of Capitalchannel width proportional to dollars · 30 Jun 2026
    ReferenceSolid banks: money in handDashed banks: projected canals, agreed and undrawnTerra incognita: blank in the draft
    Plate 13
    Atlas of the S‑1VI · Capital & obligations

    Amazon convertible notes

    AgreementPrincipal ($M)Conv. priceClass N sharesMatures
    Amazon 2023 NPA2,186$2.09281,044,716,970Mar 2034
    Amazon 2024 NPA (3 tranches)4,017$5.0478795,727,992Jan/May/Nov 2035
    Total6,2031,840,444,962

    Converting at IPO, subject to Amazon’s ownership cap. Conversion is at the lower of the fixed price and the IPO price. Notes blocked by the ownership cap roll over and convert quarterly at the lowest of fixed price, IPO price and 10‑day VWAP. These notes are carried at fair value, which is the source of the large non‑operating losses on Plate 6.

    MD&A · Related Person Transactions
    VI · Capital & obligationsObligations

    Compute commitments

    Purchase commitments and leases (including leases not yet commenced) entered as of and after 30 Sep 2026 have an aggregate committed spend of blank, substantially all compute and infrastructure: blank before 31 Dec 2030, the remainder in 2031–2045, and blank due within 12 months. The payments‑due‑by‑year table (operating leases, finance leases, purchase commitments) is entirely empty in this draft.

    The filing says a significant portion relates to Anthropic Direct and expects compute to be “a significant use of net cash in operating and investing activities for the foreseeable future.”

    Litigation and settlements

    Bartz et al. v. Anthropic PBC: copyright class action by authors (filed Aug 2024) over books used in training. Settled for $1.5B in September 2025, approved by the district court in July 2026, expensed in Q3 2025. The filing notes a series of further copyright suits in US and international courts and that insurance may not cover such claims.

    Use of proceeds

    General corporate purposes incl. compute and infrastructure capex, hiring, possible acquisitions, and tax withholding on RSU settlement. No dividends intended.

    Contractual Obligations · Legal Proceedings · Use of Proceeds
    Atlas of the S‑1VII · Risk factors

    94 pages, six territories

    Risk factors are 29% of the prospectus by words. Business and industry risks take two‑thirds of that. Choose a territory on the map or below for the headline risks the company itself lists in its summary.

      Risk Factors · S‑1 pp. 26–119
      VII · RisksPlate 14
      Plate 14The Continent of Risksix territories sized by words · one cell = 280 words
      Plate 14
      Atlas of the S‑1VIII · People & ownership

      Seven co‑founders, three officers, four outside directors

      Class A holdings before the offering, as disclosed; percentages, Class F and post‑offering columns are blank in the draft. Share counts reflect the September 2026 10‑for‑1 split.

      Executive officers and directors

      NameAgePositionElected by
      Dario Amodei43CEO, co‑founder, directorClasses A and F
      Daniela Amodei39President, co‑founder, Chairperson, directorClasses A and F
      Krishna Rao43Chief Financial Officer—
      Reed Hastings65DirectorClass T
      Christopher Liddell68DirectorClass T
      Vas Narasimhan50DirectorClass T
      Yasmin Razavi37DirectorClasses A and F

      Other co‑founders (Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah) appear as selling stockholders and Founder LLC members. Jay Kreps is listed as a former director ($200,000 fees).

      Headcount and talent, as described

      Approximately 5,300 employees at 30 Sep 2026, a majority in research, engineering and product. The team is credited in the filing with RLHF, Constitutional AI, GPT‑2 and GPT‑3, mechanistic interpretability, the first Responsible Scaling Policy and the Scaling Laws paper. Headquarters in San Francisco; offices in Europe and Asia‑Pacific. Some non‑US employees fall under industry‑wide collective bargaining agreements by law.

      Management · Principal and Selling Stockholders · S‑1 pp. 254–291
      VIII · PeoplePlate 15
      Plate 15Principal Holdings, as TownsClass A shares beneficially owned before the offering · area proportional
      ReferenceDouble ring: over 100 million sharesSingle ring: 1–100 millionDot: under 1 million (drawn at minimum size)

      Dario Amodei’s figure includes 4,621,120 shares held under voting proxies. Officers and directors as a group (7 persons): 496,360,810. Weighted‑average shares outstanding, H1 2026: 2,024,972,990.

      Plate 15
      Atlas of the S‑1IX · Gazetteer & terra incognita

      Gazetteer of defined terms

      The “Select Defined Terms” section runs four pages. These are the ones that carry weight elsewhere in the document, paraphrased, with the plate where each can be seen.

      TERRA INCOGNITA · blank in this draft

      Offering price range, shares offered (by company and selling stockholders), underwriters’ option, shares outstanding after the offering, net proceeds, all pro forma and pro forma as adjusted balance sheet and per‑share figures, dilution, Q3 2026 revenue (“$ for the three months ended September 30, 2026”), Run‑Rate Revenue (as of 31 Oct 2026, a date after the filing date), total compute commitments and the payments‑due‑by‑year table, liquidity at 30 Sep 2026, ownership percentages, option and RSU counts and the prospectus date. The file name marks this as the “Q2” draft, consistent with the June 30, 2026 interim statements.

      Select Defined Terms · S‑1 pp. 1–3 · Dollar figures in millions unless marked