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

Amended & Restated 2021 Stock Plan

General. Our board of directors adopted our 2021 Plan on January 28, 2021 and last amended our 2021 Plan 
effective as of May 28, 2026. Our 2021 Plan will be terminated effective as of the day immediately prior to the 
day the registration statement of which this prospectus forms a part becomes effective, and no new awards will 
be  granted  under  our  2021  Plan  following  this  offering,  but  previously  granted  awards  will  continue  to  be 
subject to the terms and conditions of our 2021 Plan and the award agreements evidencing such awards.

Share Reserve. We have reserved for issuance pursuant to our 2021 Plan an aggregate of 3,864,826,090 shares 
of our Class A common stock. In general, if an award granted under our 2021 Plan (i) expires or is terminated, 
cancelled, or otherwise forfeited by a participant, (ii) a share subject to an award is withheld in satisfaction of 
the exercise price and/or tax withholding due in connection with such award, or (iii) a share previously issued 
pursuant  to  an  award  is  forfeited  or  repurchased  at  the  original  purchase  price  paid  for  the  share,  then  the 
number of unissued shares subject to any such award, and any such withheld, forfeited, or repurchased shares, 
will again become available for awards under our 2021 Plan. Following the effectiveness of our 2026 Plan, such 
shares will again become available for awards under our 2026 Plan.

Plan Administration. Our board of directors has administered our 2021 Plan before this offering. Our board of 
directors has delegated its authority to administer our 2021 Plan to our compensation committee following this 
offering.

Types of Awards. Our 2021 Plan provides for incentive and non-statutory stock options to purchase shares of 
our Class A common stock, RSAs, and RSUs. As of the date of this prospectus, we have issued stock options, 
restricted stock, and RSUs pursuant to our 2021 Plan.

Non-transferability of Awards. Unless the administrator provides otherwise, our 2021 Plan generally does not 
allow for the transfer of awards other than by will or the laws of descent and distribution and only the recipient 
of an option right may exercise such an award during their lifetime.

Certain  Adjustments.  In  the  event  of  certain  corporate  events  or  changes  in  our  capitalization,  to  prevent 
diminution  or  enlargement  of  the  benefits  or  potential  benefits  available  under  our  2021  Plan,  the 
administrator will make adjustments to one or more of the number, kind, and class of securities that may be 
delivered  under  our  2021  Plan  and/or  the  number,  kind,  class,  and  price  of  securities  covered  by  each 
outstanding award.

Corporate Transaction. Our 2021 Plan provides that in the event of (i) a transfer of all or substantially all of our 
assets,  (ii)  a  merger,  consolidation,  or  other  capital  reorganization  or  business  combination  transaction  of  us 
with  or  into  another  corporation,  entity,  or  person,  or  (iii)  the  consummation  of  a  transaction,  or  series  of 
related transactions, in which any “person” becomes the “beneficial owner,” directly or indirectly, of more than 
50% of our then outstanding capital stock (each, a “Corporate Transaction”), the administrator may, in its sole 
and  absolute  discretion  and  without  the  need  for  the  consent  of  any  participant,  take  one  or  more  of  the 
following  actions  contingent  upon  the  occurrence  of  that  Corporate  Transaction  with  respect  to  outstanding 
awards granted under our 2021 Plan which provide for: (A) the continuation of such awards by us (if we are the 
surviving  corporation);  (B)  the  assumption  of  such  awards  by  the  surviving  corporation  or  its  parent;  (C)  the 
substitution by the surviving corporation or its parent of new options or equity awards for such awards; (D) the 
cancellation  of  such  awards  in  exchange  for  a  payment  to  the  participants  equal  to  the  excess  of  (1)  the  fair 
market value of the shares or units subject to such awards as of the closing date of such Corporate Transaction 
over  (2)  the  exercise  price  or  purchase  price  paid  or  to  be  paid  for  the  shares  or  units  representing  shares 
subject to the awards, as applicable; or (E) the cancellation of any outstanding awards or an outstanding right 
to purchase restricted stock, in either case, for no consideration. 

Amendment or Termination. Our board of directors may amend or terminate our 2021 Plan at any time. If our 
board  of  directors  amends  our  2021  Plan,  we  will  ask  our  stockholders  to  approve  the  amendment  if  such 
approval  is  necessary  or  desirable  to  comply  with  applicable  law.  No  further  awards  will  be  made  under  our 
2021 Plan after this offering.

279

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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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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.