Anthropic Files to Go Public, Founders Holding the Vote

SAN FRANCISCO, Oct. 26 — AnthropicAnthropic filed publicly on Monday to list its shares on the Nasdaq Global Select Market under the symbol “ANT,” setting out its finances quarter by quarter while leaving control with its founders and a trust. Its seven co-founders, through a company of their own, will hold a single share carrying 50.1 percent of the vote, and the trust will generally elect a majority of the board.

The prospectus reached the Securities and Exchange Commission’s EDGAR system at 9:00 a.m. Eastern. It leaves blank the price range, the number of shares and the size of the sale, which 22 banks led by Goldman Sachs and Morgan Stanley would underwrite.The BanksGoldman Sachs and Morgan Stanley head a list of 22 underwriters that runs from J.P. Morgan and Citigroup to Macquarie Capital. The sale includes public offerings in Australia, Canada, some European Economic Area states, Japan, Switzerland and Britain, though Anthropic does not currently intend to list on any exchange there.

The quarterly figures show revenue rising from $376 million in the first three months of 2025 to $11.6 billion in the second quarter of 2026, faster than the cost of the computing behind it, and an operating profit of $974 million in that latest quarter. Buyers of the shares would get a stake in those economics, but the class they would buy carries at most 49.9 percent of the vote.

The Quarters

Revenue rose in every one of the six quarters the filing shows. Compute and infrastructure, Anthropic’s largest operating expense, rose too, from $944 million to $5.6 billion, but fell from 251 percent of revenue to 48 percent, and has run below revenue since the first quarter of 2026. Anthropic typically buys computing 12 to 18 months before it arrives, the filing says, so those costs “are generally fixed in the near term.”

The second quarter of 2026 was the only one of the six with an operating profit: $974 million, a margin of 8 percent, after operating losses of $935 million to $3.1 billion in the five before it. On its own adjusted measure, which leaves out stock-based pay among other items, it made $2.2 billion. The listing will bring a new cost: the offering’s effectiveness will trigger recognition of compensation for previously unexpensed restricted stock units. Had the offering been completed on June 30, Anthropic says, it would have recorded $2.9 billion of stock-based compensation expense for them that day, and $23.7 billion more over about 2.1 years.

The net loss is far larger, and mostly on paper. Anthropic lost $80.7 billion in the first half of 2026; $72.4 billion of that came from marking up its convertible notes and related instruments as its valuation rose, a charge its cash-flow statement adds back. Its operations brought in $3.9 billion of cash in the half, and its accumulated deficit reached $132.9 billion. “We expect our costs will increase over time and our losses will continue,” it warns.

The third quarter’s revenue is blank. The filing says only that it “was 86 times our revenue for the three months ended December 31, 2024,” which it gives elsewhere as $197 million: roughly $17 billion, by this paper’s arithmetic, though the multiple is rounded.

By Sept. 30, Anthropic says, more than 11,900 customers had each generated at least $100,000 of its revenue over the previous 12 months, more than 1,900 at least $1 million and about 250 at least $10 million.Net Revenue RetentionAnthropic puts it at about 900 percent on Sept. 30: customers that generated at least $1 of revenue in the third quarter of 2025 generated about nine times as much revenue, together, in the third quarter of 2026. Subscribers to its fixed-price Claude Pro and Max plans are left out. No customer accounted for more than 10 percent of revenue in the first nine months of the year, but the top five together accounted for about 25 percent. Its staff grew to about 5,300, from about 940 at the end of 2024. And by its own count, Claude wrote more than 90 percent of the contributions to Anthropic’s codebase in September.

The Vote

Anthropic is a Delaware public benefit corporation, required to balance its stockholders’ financial interests, the interests of those materially affected by its conduct and its stated purpose, “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.” It will have five classes of common stock. Class A, the shares on offer, carries one vote each; Class N, held mainly by strategic partners, carries none; Class E, for employees other than the co-founders, votes only on limited matters.

Just before the listing, a company formed by the seven co-founders will receive a single Class F share with 50.1 percent of the vote on matters put to stockholders generally, limiting all Class A shares together to 49.9 percent. A single Class T share, held by the Long-Term Benefit Trust, elects directors who will make up a majority of the board.The TrustSet up in 2023, the Long-Term Benefit Trust is meant to be an independent body of five financially disinterested voting trustees with expertise in AI safety, national security, public policy and social enterprise. Its policies bar trustees from directly buying or holding Anthropic’s securities. That power makes Anthropic a “controlled company” under Nasdaq’s rules, a status whose exemptions it expects to use only for its nominating committee.

The trust’s and the founders’ votes, the filing warns, “are not derived from or proportionate to economic interests in our company,” and that divergence “is likely to persist for the foreseeable future.”The Founders’ ShareThe Class F share lasts until a supermajority of the continuing founders agree to redeem it, their company dissolves, or a transition period ends that begins once there have been fewer than three continuing founders for 90 days in a row. A founder drops out by resigning, dying or becoming incapacitated, being removed for cause, or holding less than 2 percent of the Class A shares he or she held at the listing, among other ways. In their letter at the front of the prospectus, the co-founders ask buyers “not to think of your purchase in purely transactional terms.” “We and our investors will have a smoother journey if everyone involved is on the same page about how we operate and is not surprised by our choices,” they wrote.

We and our investors will have a smoother journey if everyone involved is on the same page about how we operate and is not surprised by our choices.

Google, both an investor and a computing supplier, holds an option to buy up to $10 billion of non-voting Class N stock at the offering price, in a private sale alongside the listing; exercising it would reduce the notes Anthropic can issue to Google under a financing agreement by the same amount.GOOGLNasdaq279.84▼3.98−1.4%Alphabet · Friday’s session

Existing holders will sell shares in the offering too. The co-founders and certain holders of more than 0.5 percent of its shares are locked up for as long as 365 days and other holders for as long as 180 days, but some shares of non-founder directors and officers, and of certain current and former employees and consultants, may be sold from the first trading day; how many is blank.

The Risks

The filing discloses that in June 2026 the Commerce Department imposed worldwide export restrictions on two of Anthropic’s models, Fable 5 and Mythos 5, and that Anthropic disabled both for all of its customers. It re-deployed them, it says, after updating its safeguards “in coordination with the U.S. government and our industry partners” and once the restrictions were lifted. It gives no dates. “Similar export controls could recur,” it warns.

Of its $1.5 billion settlement with authors in Bartz v. Anthropic, approved in July, it still carried $1.2 billion as a current liability on June 30. Music publishers including Concord, Universal Music Publishing Group and Sony Music Publishing have filed several suits this year, some also naming two Anthropic executives. It faces four copyright actions in Canada, the latest filed this month by Canadian news publishers in an Ontario court. It also says it is subject from time to time to inquiries from authorities including the Federal Trade Commission and state attorneys general. It disputes the allegations in the suits.

Anthropic estimates that 5 to 7 percent of its revenue in the first nine months came from customers it later found to be breaking its usage policy or commercial terms. Since June 30 it has signed new or amended longer-term agreements, mostly for compute and infrastructure, with about $245 billion of future minimum payments, some subject to contractual conditions, and about $21 billion more under short-term agreements; the risk factors leave its total committed spending blank. Such forward investments, the co-founders wrote, “may seem irresponsibly large at first glance.”

Also on Monday, Justice Department lawyers filed notice that the government is appealing to the Ninth Circuit the summary judgment, final relief and judgment that Judge Rita F. Lin of the Federal District Court in San Francisco entered largely in Anthropic’s favor on Aug. 27. In February, after Anthropic refused the department’s demand that Claude be available for “all lawful uses” and insisted it not be used for mass surveillance of Americans or lethal autonomous warfare, the President directed agencies to stop using it and the Secretary of War moved to designate it a supply-chain risk. Judge Lin found those actions to be unlawful retaliation for protected speech, vacated the designation made under one statute and barred most of the agencies from carrying them out; her order does not require the Department of War to use Anthropic’s products.

Of appeals in the case, the prospectus says only that the defendants “filed a notice of appeal of the preliminary injunction,” an earlier ruling; it does not mention an appeal of the final judgment. Separately, a divided panel of the D.C. Circuit upheld the department’s designation under another law on Sept. 25, finding Anthropic’s constitutional claims there “without merit”: “The nub of this dispute was contractual,” the majority wrote. The government’s answer to Anthropic’s rehearing petition is due Nov. 13.

U.S. stocks closed higher on Monday “as Anthropic’s IPO filing helped boost sentiment in AI-related stocks,” Reuters reported, and the Philadelphia chip index rose 2.8 percent. In Seoul on Tuesday the Kospi closed up 3.09 percent after Anthropic “disclosed strong revenue growth,” as Yonhap put it.

The prospectus gives no date for the sale. Axios wrote that the filing suggested trading could begin before Thanksgiving, and that there was “speculation” Anthropic could seek around $100 billion at a $2 trillion valuation; none of that is in the filing. Next come an amended prospectus with a price range and a share count, the roadshow to sell the shares, Google’s decision on its $10 billion option and the government’s appeal.

Daily Cortex is written with AI models, including Anthropic’s Claude, and fact-checked with OpenAI’s GPT models.