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

Dilution 

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent 
of the difference between the initial public offering price per share of our Class A common stock and the pro 
forma as adjusted net tangible book value per share of our Class A common stock and Class N common stock 
immediately  after  this  offering.  Net  tangible  book  value  dilution  per  share  to  new  investors  represents  the 
difference  between  the  amount  per  share  paid  by  purchasers  of  shares  of  our  Class  A  common  stock  in  this 
offering and the pro forma as adjusted net tangible book value per share of our Class A common stock and Class 
N common stock immediately after completion of this offering. 

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities and 
redeemable  convertible  preferred  stock  by  the  number  of  shares  of  our  Class  A  common  stock  and  Class  N 
common stock outstanding; because our Class T common stock, Class F common stock, and Class E common 
stock  have  no  economic  rights,  they  are  excluded  from  the  per  share  calculation. Our  historical  net  tangible 
book value as of September 30, 2026 was $          , or $           per share. Our pro forma net tangible book value as 
of September 30, 2026 was $          , or $           per share, based on the total number of shares of our Class A 
common  stock  and  Class  N  common  stock  outstanding  as  of  September  30,  2026,  after  giving  effect  to  the 
Preferred  Stock  Conversion,  Convertible  Notes  Conversion,  Initial  Public  Benefit  Issuance,  and  RSU 
Settlement. 

After giving effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of            shares of our 
Class A common stock in this offering at 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, after deducting 
estimated underwriting discounts and commissions and estimated offering expenses payable by us and the use 
of net proceeds from this offering, together with existing cash and cash equivalents, if necessary, to satisfy the 
estimated tax withholding and remittance obligations related to the RSU Settlement, our pro forma as adjusted 
net tangible book value as of September 30, 2026 would have been $          , or $           per share. This represents 
an immediate increase in pro forma as adjusted net tangible book value of $                    per share to our existing 
stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $           per share to 
investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering 
price. The following table illustrates this dilution on a per share basis: 

Assumed initial public offering price per share

$                     

Historical net tangible book value per share as of September 30, 2026
Increase per share attributable to the pro forma adjustments described 
above

$

Pro forma net tangible book value per share as of September 30, 2026
Increase in pro forma net tangible book value per share attributable to new 
investors purchasing shares of Class A common stock in this offering

Pro forma as adjusted net tangible book value per share immediately after this 
offering
Dilution in pro forma as adjusted net tangible book value per share to new 
investors in this offering

$                     

The dilution information discussed above is illustrative only and may change based on the actual initial public 
offering  price  and  other  terms  of  this  offering. 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, our pro forma as adjusted net tangible 
book value per share to new investors by $          , and would increase or decrease, as applicable, dilution per 
share to new investors purchasing shares of Class A common stock in this offering by $          , 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 estimated underwriting discounts and commissions and estimated offering expenses payable by us. 
Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock 
offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by 
approximately  $                     per  share  and  increase  or  decrease,  as  applicable,  the  dilution  to  new  investors 

129

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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.