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The documentS–1Anthropic, PBC26 OCT 2026 · 421 PP.
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Table of Contents

Use of Proceeds 

We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will 
be approximately $          , based upon the assumed initial public offering price of $           per share, which is the 
midpoint  of  the  estimated  offering  price  range  set  forth  on  the  cover  page  of  this  prospectus,  and  after 
deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, 
or approximately $           if the underwriters’ option to purchase additional shares of our Class A common stock 
from us is exercised in full. We will not receive any proceeds from the sale of shares of Class A common stock by 
the selling stockholders.

Each $1.00 increase or decrease in the assumed initial public offering price of $           per share, which is the 
midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or 
decrease, as applicable, the net proceeds that we receive from this offering by approximately $          , assuming 
that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and 
after  deducting  the  estimated  underwriting  discounts  and  commissions  and  estimated  offering  expenses 
payable  by  us.  Similarly,  each  increase  or  decrease  of  1.0  million  in  the  number  of  shares  of  our  Class  A 
common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from 
this offering by approximately $          , assuming the assumed initial public offering price remains the same and 
after  deducting  the  estimated  underwriting  discounts  and  commissions  and  estimated  offering  expenses 
payable by us. 

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public 
market for our Class A common stock, facilitate an orderly distribution of shares for the selling stockholders, 
and enable access to the public equity markets for us and our stockholders. 

We intend to use the net proceeds from this offering for general corporate purposes, including working capital, 
operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as 
hiring  and  retention  of  highly  skilled  personnel.  Additionally,  we  may  use  a  portion  of  the  net  proceeds  we 
receive from this offering to acquire or invest in businesses, products, services, or technologies. However, we do 
not have agreements or commitments for any material acquisitions or investments at this time.

We also intend to use a portion of the net proceeds we receive from this offering to satisfy our anticipated tax 
withholding and remittance obligations of $           related to the RSU Settlement. This amount is based upon the 
assumed initial public offering price of $           per share, which is the midpoint of the estimated offering price 
range set forth on the cover page of this prospectus, and an assumed           % tax withholding rate. Each $1.00 
increase or decrease in the assumed initial public offering price of $           per share, which is the midpoint of 
the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as 
applicable, the amount we would be required to pay to satisfy our tax withholding and remittance obligations 
related to the RSU Settlement by $          . 

We cannot further specify with certainty the particular uses of the net proceeds that we will receive from this 
offering. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from 
this offering as described above, we may invest the net proceeds that we receive in this offering in short-term, 
investment grade, interest-bearing instruments. 

124

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  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.