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The documentS–1Anthropic, PBC26 OCT 2026 · 421 PP.
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or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements 
for prior periods. We also rely on distribution partners and other third-party service providers to process and 
store  data  underlying  our  financial  reporting.  Our  ability  to  maintain  effective  internal  controls  therefore 
depends in part on the design and operating effectiveness of controls maintained by these third parties, and our 
ability to audit or remediate deficiencies in such third-party control environments is limited.

Any  failure  to  implement  and  maintain  effective  internal  control  over  financial  reporting  may  also  adversely 
affect  the  results  of  periodic  management  evaluations  and  annual  independent  registered  public  accounting 
firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will 
eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure 
controls  and  procedures  and  internal  control  over  financial  reporting  may  also  cause  investors  to  lose 
confidence in our reported financial and other information, which would likely adversely affect the market price 
of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not 
be able to remain listed on the Nasdaq Global Select Market. We are not currently required to comply with the 
SEC  rules  that  implement  Section  404  of  the  Sarbanes-Oxley  Act  and  are  therefore  not  required  to  make  a 
formal  assessment  of  the  effectiveness  of  our  internal  control  over  financial  reporting  for  that  purpose.  As  a 
public  company,  we  will  be  required  to  provide  an  annual  management  report  on  the  effectiveness  of  our 
internal control over financial reporting commencing with our second annual report on Form 10-K. 

We  are  exposed  to  fluctuations  in  interest  rates  and  currency  exchange  rates,  which  could 
negatively affect our business, financial condition, and results of operations.

We  hold  a  significant  amount  of  cash,  cash  equivalents,  and  investments,  a  substantial  portion  of  which  is 
invested  in  instruments  with  variable  or  market-based  interest  rates.  As  a  result,  our  investment  income  is 
sensitive to changes in prevailing interest rates. A decline in interest rates could reduce the income we earn on 
these investments, which could adversely affect our financial condition and results of operations. In addition, 
volatility  in  interest  rates  may  impact  the  fair  value  of  our  investment  portfolio  and  could  affect  our  overall 
financial performance.

Our  sales  are  currently  denominated  in  U.S.  dollars,  euros,  and  the  pound  sterling,  and  will  likely  be 
denominated in other currencies in the future. Because we report our results of operations and revenue in U.S. 
dollars,  we  are  exposed  to  foreign  currency  translation  risk  and  may  in  the  future  face  additional  foreign 
currency  risks.  For  example,  a  strengthening  of  the  U.S.  dollar  compared  to  these  foreign  currencies  could 
increase  the  real  cost  of  our  models,  platform,  and  applications  to  non-U.S.  customers,  which  could  reduce 
demand for our models, platform, and applications and adversely affect our results of operations. In addition, 
as  our  non-U.S.  operations  expand,  an  increasing  portion  of  our  operating  expenses  may  be  denominated  in 
foreign currencies and subject to fluctuations due to changes in foreign currency exchange rates. If we are not 
able  to  effectively  manage  these  risks,  including  through  any  hedging  activities,  our  financial  condition  and 
results of operations could be adversely affected.

Risks Related to our Governance Structure

Our  capital  stock  structure  features  certain  provisions  that  are  novel  or  otherwise  not 
common  among  other  corporations  with  multiple-class  structures,  and  may  effectively 
eliminate the ability of holders of our Class A common stock to influence important decisions, 
including a change in control.

We have a novel capital and corporate governance structure that has no direct public company precedent. We 
are incorporated as a PBC under Delaware law. As a PBC, we are required to balance the pecuniary interests of 
our  stockholders,  the  best  interests  of  those  materially  affected  by  our  conduct,  and  the  Company  Purpose 
identified  in  our  amended  and  restated  certificate  of  incorporation.  In  addition,  the  LTBT  possesses  certain 
rights that are designed to help ensure that we are managed in a manner that responsibly balances our goals as 
a PBC. Through 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. See the section titled “Our Governance Structure and Its Goals—Long-Term Benefit Trust—
Election and Removal of Directors” for more information. The LTBT is intended to operate as an independent 
body  of  five  financially  disinterested  Trustees,  and  our  Class  T  common  stock  has  no  economic  rights.  As  a 
result, the LTBT may have interests that differ from yours, and it may exercise its power in a way with which 

107

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Find a section 16 starting points

Section links may begin before the exact paragraph cited in a finding. PDF numbers below use physical pages.

  1. Founders’ letterp. 3SEC
  2. Defined termsp. 12SEC
  3. Prospectus summaryp. 16SEC
  4. Risk factorsp. 38SEC
  5. Management’s discussion & analysisp. 144SEC
  6. Businessp. 190SEC
  7. Governancep. 254SEC
  8. Executive compensationp. 275SEC
  9. Related-person transactionsp. 293SEC
  10. Principal & selling stockholdersp. 299SEC
  11. Capital-stock rightsp. 303SEC
  12. Shares eligible for future salep. 318SEC
  13. Underwritingp. 327SEC
  14. Auditor change & expertsp. 345SEC
  15. Financial statements & notesp. 347SEC
  16. Part II & exhibit indexp. 413SEC

How this was made

Read in full.
Kept in context.

A snapshot of the filing dated , rather than a live record of later events.

3primary reviewers
421pages reviewed
43image instances checked

The review

Three primary reviewers read non-overlapping ranges of the complete main filing. All 43 embedded image instances were transcribed and visually reviewed, including the founders’ letter, charts, and customer case studies. Financial tables were also checked visually for dates, units, and column alignment.

A separate reviewer checked the draft’s calculations, accounting interpretations, and customer qualifications. An additional check covered the later merged findings. The result is 62 findings and 21 customer examples.

The boundary

Companion contracts and other exhibits named in the filing’s index are separate documents and were not independently reviewed. Customer outcomes, technical benchmarks, forecasts, and scientific priority claims remain attributed company or customer disclosures.

The numbers

Dollar figures are U.S. dollars. H1 means the six months ended June 30; Q2 means the three months ended June 30. The 2026 interim financial statements are unaudited. Our calculations show their inputs and are labeled separately from reported values.

Blank fields stay undisclosed. Figures with different periods, conditions, or potentially overlapping scopes are kept separate. An earlier tender price is not an IPO price.

What the evidence labels mean
Reported in filing
A company disclosure, with the period and accounting basis retained.
Company estimate / company claim
An estimate or assertion attributed to the company, with its uncertainty preserved.
Our calculation
A derived figure using cited inputs. It is not a separately reported company metric.
Customer example
A selected case study, with its measurement limits. It is not representative ROI.
Proposed / conditional
A status qualifier for an arrangement that is not yet effective or depends on stated conditions.

About updates. This edition is tied to the October 26, 2026 filing. Any later revision should identify its new source date and preserve the basis of earlier claims.

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A closer look at the filing

Anthropic · Form S-1PDF 1

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Filed October 26, 2026. PDF is approximately 46 MB and opens only when requested. Section links may precede the exact cited paragraph.