ATLAS
of the Registration Statement on Form S‑1 ofPreliminary 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.
- 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
- 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)
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.
Hover any province, peak, sounding or settlement in this atlas for its value and where it sits in the filing.
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.
| Q1 25 | Q2 25 | Q3 25 | Q4 25 | Q1 26 | Q2 26 |
|---|
Adjusted excludes stock‑based compensation, non‑cash charitable contributions (donation matching) and the $1.5B Bartz settlement.
Values are exact at each quarter’s bore‑hole; the beds between are drawn straight.
Annual statement of operations
| $ millions | FY2023 | FY2024 | FY2025 | H1 2025 | H1 2026 |
|---|---|---|---|---|---|
| Revenue | 41 | 386 | 4,585 | 1,163 | 16,286 |
| Compute and infrastructure | 433 | 2,522 | 7,326 | 2,334 | 8,945 |
| Personnel (incl. SBC) | 95 | 454 | 1,839 | 538 | 3,152 |
| Bartz settlement | — | — | 1,500 | — | — |
| Sales, marketing, partnerships | 2 | 43 | 568 | 120 | 3,168 |
| Other operating and administrative | 62 | 347 | 1,412 | 306 | 1,714 |
| Operating loss | (551) | (2,980) | (8,060) | (2,135) | (693) |
| Interest income | 69 | 106 | 431 | 115 | 1,111 |
| 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) | 29 | 192 | 1,200 | 286 | 2,200 |
| 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.
Balance sheet, 30 June 2026 (actual)
| $ millions · pro forma columns blank in draft | Actual |
|---|---|
| Cash, equivalents, short‑term investments | 131,651 |
| Working capital | 130,760 |
| Total assets | 147,358 |
| Total liabilities | 117,467 |
| Redeemable convertible preferred stock | 157,510 |
| Additional paid‑in capital | 5,336 |
| 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.
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.
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.
- 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%).
Concentration
| Customers ≥10% of revenue | 2023 | 2024 | 2025 | H1 25 | H1 26 |
|---|---|---|---|---|---|
| Customer A | · | · | 12% | · | · |
| Customer B | · | · | 12% | 18% | · |
| Customer C | 43% | · | · | · | 11% |
| Customer D | 11% | · | · | · | · |
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.
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.
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”).
- 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
- 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
- Role
- Balance of performance, cost and speed; high‑volume sub‑agents in multi‑agent orchestration
- Role
- Lowest cost, fastest; customer‑service agents, large‑scale document processing
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.
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.
- 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.
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.
Schematic. Land areas and road widths are not to scale; share counts after the offering are blank in the draft.
Capital structure after the offering
| Right | Class A | Class N | Class T | Class F | Class E |
|---|---|---|---|---|---|
| Votes per share | 1 | 0 (except as required by law) | 1, on Class T matters only | 50.1% of voting power on record date | 1, on limited matters |
| Votes on | All general matters; non‑Class T directors; LTBT amendments; Class T redemption | Only where law requires | Election of Class T directors (board majority); Class E redemption; Class F amendments | Same as Class A, plus Class E redemption | Specified Class T Director disputes with the NGC; LTBT amendments; Class T redemption |
| Conversion | None | Into Class A on sale to unaffiliated party | None | None | None |
| Transferable | Yes | Yes (converts) | Only with Trust Amendment Threshold approval | Only on approved reorganization of the Founder LLC | No |
| Dividends / liquidation | Pro rata | Pro rata | None / par value | None / par value | None / par value |
| Redeemable by company | No | No | For no consideration on certain events | For no consideration on certain events | For no consideration on certain events |
| Outstanding after offering | blank | blank | 1 share | 1 share | 0 shares |
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.
$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$77,000
Note purchase agreements · as of 30 Jun 2026
| Counterparty | Agreement | Available ($M) | Drawn ($M) | Draw period |
|---|---|---|---|---|
| Google 2026 NPA | 20,000 | — | to Dec 2030 | |
| Amazon | Amazon 2026 NPA | 15,000 | — | see filing |
| Broadcom | Infrastructure Partner 2026 NPA | 42,000 | — | see filing |
| Total | 77,000 | — | ||
Amazon convertible notes
| Agreement | Principal ($M) | Conv. price | Class N shares | Matures |
|---|---|---|---|---|
| Amazon 2023 NPA | 2,186 | $2.0928 | 1,044,716,970 | Mar 2034 |
| Amazon 2024 NPA (3 tranches) | 4,017 | $5.0478 | 795,727,992 | Jan/May/Nov 2035 |
| Total | 6,203 | 1,840,444,962 |
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.
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.
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.
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
| Name | Age | Position | Elected by |
|---|---|---|---|
| Dario Amodei | 43 | CEO, co‑founder, director | Classes A and F |
| Daniela Amodei | 39 | President, co‑founder, Chairperson, director | Classes A and F |
| Krishna Rao | 43 | Chief Financial Officer | — |
| Reed Hastings | 65 | Director | Class T |
| Christopher Liddell | 68 | Director | Class T |
| Vas Narasimhan | 50 | Director | Class T |
| Yasmin Razavi | 37 | Director | Classes 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 ($200,000 fees).
Headcount and talent, as described
Approximately 5,300 employees at 30 Sep 2026, a majority in research, engineering and product. The team is credited in the filing with RLHF, Constitutional AI, GPT‑2 and GPT‑3, mechanistic interpretability, the first Responsible Scaling Policy and the Scaling Laws paper. Headquarters in San Francisco; offices in Europe and Asia‑Pacific. Some non‑US employees fall under industry‑wide collective bargaining agreements by law.
Dario Amodei’s figure includes 4,621,120 shares held under voting proxies. Officers and directors as a group (7 persons): 496,360,810. Weighted‑average shares outstanding, H1 2026: 2,024,972,990.
Gazetteer of defined terms
The “Select Defined Terms” section runs four pages. These are the ones that carry weight elsewhere in the document, paraphrased, with the plate where each can be seen.
TERRA INCOGNITA · blank in this draft
Offering price range, shares offered (by company and selling stockholders), underwriters’ option, shares outstanding after the offering, net proceeds, all pro forma and pro forma as adjusted balance sheet and per‑share figures, dilution, Q3 2026 revenue (“$ 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.