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

such date and (ii) the performance-based vesting condition is satisfied upon the effectiveness of the registration 
statement of which this prospectus forms a part.

We have granted RSAs to founders, early employees, advisors, and in connection with acquisitions. The RSAs 
consist  of  awards  with  a  service-based  vesting  condition.  RSAs  are  measured  at  fair  value  of  the  underlying 
common  stock  on  the  date  of  grant.  We  record  compensation  cost  for  these  awards  using  the  straight-line 
method over the requisite service period. 

Common Stock Valuations

Prior to our initial public offering, given the absence of a public trading market of our Class A common stock, 
and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, 
Valuation  of  Privately-Held  Company  Equity  Securities  Issued  as  Compensation,  our  board  of  directors 
exercised reasonable judgment and considered numerous objective and subjective factors to determine the best 
estimate of the fair value of our common stock, including:

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contemporaneous third-party valuations of our common stock;

the prices paid for common or redeemable convertible preferred stock sold to third-party investors by 
us and prices paid in secondary transactions, including any tender offers;

the rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of 
our common stock;

actual and forecasted operating and financial performance;

our stage of development;

the industry outlook;

the lack of marketability of our common stock;

the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company, 
given prevailing market conditions;

the history and nature of our business, industry trends, and competitive environment; and

general  economic  outlook,  including  economic  growth,  inflation  and  unemployment,  interest  rate 
environment, and global economic trends.

Our board of directors determined the fair value of our common stock by first determining the enterprise value 
of our business and then allocating the value among the various classes of our securities to derive a per share 
value of our common stock. The enterprise value of our business was primarily estimated by reference to the 
closest round of equity financing to the date of the valuation. 

In allocating the enterprise value of our business among the various classes of stock prior to this offering, we 
used a hybrid method based on a contingent claims analysis (“CCA”) and a common stock equivalent (“CSE”) 
method. The CCA is based on the Black-Scholes-Merton option pricing model, which models each class of stock 
as  a  call  option  with  a  unique  claim  on  our  assets.  The  CSE  method  presumes  that  all  shares  of  redeemable 
convertible preferred stock convert into common stock based upon their conversion terms and other differences 
in the rights and preferences of the shares of redeemable convertible preferred stock are ignored. 

After  the  allocation  of  enterprise  value  to  the  various  classes  of  stock,  a  discount  for  lack  of  marketability 
(“DLOM”) is applied to arrive at a fair value of the common stock. A DLOM is meant to account for the lack of 
opportunity  to  sell  a  private  company  stock  that  is  not  traded  on  public  exchanges.  In  making  the  final 
determination of common stock value, consideration is also given to the recent sales and/or expected sales of 
common stock.

Application of these approaches involves the use of estimates, judgment, and assumptions that are complex and 
subjective,  such  as  those  regarding  our  expected  future  revenue,  expenses,  and  future  cash  flows,  discount 

174

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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.