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

Legal Matters

Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, which has acted as our counsel in connection with 
this  offering,  will  pass  upon  the  validity  of  the  shares  of  our  Class  A  common  stock  being  offered  by  this 
prospectus.  Certain  members  of,  and  investment  partnerships  comprised  of  members  of,  and  persons 
associated  with,  Wilson  Sonsini  Goodrich  &  Rosati,  P.C.,  directly  or  indirectly  own  less  than  0.01%  of  our 
outstanding  capital  stock.  Certain  legal  matters  in  connection  with  this  offering  will  be  passed  upon  for  the 
underwriters by Freshfields US LLP, Redwood City, California. Orrick, Herrington & Sutcliffe LLP acted as our 
counsel  with  respect  to  certain  executive  compensation  and  equity  matters.  The  Long-Term  Benefit  Trust’s 
principal legal counsel, John Morley, and Cleary Gottlieb Steen & Hamilton LLP served as legal advisors to the 
LTBT in connection with certain governance matters set forth in this prospectus. Cravath, Swaine & Moore LLP 
served  as  legal  advisor  to  the  co-founders  in  connection  with  certain  governance  matters  set  forth  in  this 
prospectus.

Change in Independent Accountant

On October 30, 2025, we engaged Ernst & Young LLP as our independent registered public accounting firm to 
audit  our  consolidated  financial  statements  as  of  and  for  the  year  ended  December  31,  2025,  and  dismissed 
Grant Thornton LLP as our independent registered public accounting firm, in each case as ratified by our board 
of directors. 

The  report  of  Grant  Thornton  LLP  on  our  consolidated  financial  statements  as  of  and  for  the  years  ended 
December 31, 2023 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion, and 
was not qualified or modified as to uncertainties, audit scope, or accounting principles. 

During the years ended December 31, 2023 and December 31, 2024, and through the period ended October 30, 
2025, there were:

•

no  “disagreements”  as  such  term  is  defined  in  Item  304(a)(1)(iv)  of  Regulation  S-K  with  Grant 
Thornton  LLP  on  any  matter  of  accounting  principles  or  practices,  financial  statement  disclosure,  or 
auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused 
Grant  Thornton  LLP  to  make  reference  in  connection  with  its  opinion  to  the  subject  matter  of  the 
disagreement.

•

no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

We have provided Grant Thornton LLP with a copy of the foregoing disclosures and have requested that Grant 
Thornton LLP furnish us with a letter addressed to the SEC stating whether it agrees with the statements made 
by us as set forth above. A copy of Grant Thornton LLP’s letter, dated October 26, 2026, is filed as Exhibit 16.1 
to the registration statement of which this prospectus forms a part.

During the years ended December 31, 2023 and December 31, 2024, and through the period ended October 30, 
2025, neither we, nor anyone acting on our behalf, consulted with Ernst & Young LLP on matters that involved 
the  application  of  accounting  principles  to  a  specified  transaction,  either  completed  or  proposed,  the  type  of 
audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a 
disagreement as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 
304  of  Regulation  S-K  or  a  reportable  event  as  that  term  is  used  in  Item  304(a)(1)(v)  and  the  related 
instructions to Item 304 of Regulation S-K.

Experts

The consolidated financial statements as of December 31, 2024 and for the years ended December 31, 2023 and 
2024, included in this prospectus and elsewhere in the registration statement have been so included in reliance 
upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said 
firm as experts in accounting and auditing.

334

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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.