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The documentS–1Anthropic, PBC26 OCT 2026 · 421 PP.
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Item 15.

Recent Sales of Unregistered Securities. 

From  November  1,  2023  through  the  filing  date  of  this  registration  statement,  we  have  issued  the  following 
unregistered securities: 

Preferred Stock Issuances 

From  January  2024  to  May  2024,  we  sold  an  aggregate  of  39,978,675  shares  of  our  Series  D-1  and  D-3 
redeemable convertible preferred stock to 54 accredited investors at a purchase price of $30.0045 per share, for 
an  aggregate  purchase  price  of  approximately  $1.2  billion.  In  January  2024,  we  issued  33,328  shares  of  our 
Series  D-1  redeemable  convertible  preferred  stock  to  one  accredited  investor  upon  conversion  of  a  simple 
agreement for future equity with a principal amount of $1,000,000 at a purchase price of $30.0045 per share. 
In January 2024, we issued 4,443,769 shares of our Series D-2 redeemable convertible preferred stock to two 
accredited  investors  upon  conversion  of  simple  agreements  for  future  equity  with  an  aggregate  principal 
amount of $120 million at a purchase price of $27.0041 per share.

From  January  2025  to  March  2025,  we  sold  an  aggregate  of  63,610,106  shares  of  our  Series  E-1  redeemable 
convertible  preferred  stock  to  72  accredited  investors  at  a  purchase  price  of  $56.0865  per  share,  for  an 
aggregate  purchase  price  of  approximately  $3.6  billion.  From  January  2025  to  March  2025,  we  issued 
95,281,934  shares  of  our  Series  E-2  non-voting  redeemable  convertible  preferred  stock  to  one  accredited 
investor upon conversion of our convertible promissory notes at a purchase price of $20.9280 per share for an 
aggregate  purchase  price  of  approximately  $2.0  billion.  In  January  2025,  we  issued  12,664,555  shares  of  our 
Series E-3 non-voting redeemable convertible preferred stock to one accredited investor upon conversion of a 
convertible  promissory  note  at  a  purchase  price  of  $44.8692  per  share  for  an  aggregate  purchase  price  of 
approximately  $568  million.  In  January  2025,  we  issued  15,342,945  shares  of  our  Series  E-4  non-voting 
redeemable convertible preferred stock to one accredited investor upon conversion of a convertible promissory 
note at a purchase price of $50.4779 per share for an aggregate purchase price of approximately $774 million. 
In January 2025, we issued 24,243,584 shares of our Series E-5 non-voting redeemable convertible preferred 
stock  to  one  accredited  investor  upon  conversion  of  a  convertible  promissory  note  at  a  purchase  price  of 
$53.2822 per share for an aggregate purchase price of approximately $1.3 billion. 

From  August  2025  to  September  2025,  we  sold  an  aggregate  of  (i)  92,219,720  shares  of  our  Series  F-1 
redeemable convertible preferred stock to 202 accredited investors at a purchase price of $140.9676 per share, 
for an aggregate purchase price of approximately $13.0 billion and (ii) 20,739,866 shares of our Series F-2 non-
voting  redeemable  convertible  preferred  stock  to  one  accredited  investor  upon  conversion  of  our  convertible 
promissory notes at a purchase price of $20.9280 per share for an aggregate purchase price of approximately 
$434 million. 

In October 2025, we repurchased 4,453,900 shares of our Series B redeemable convertible preferred stock from 
the U.S. government, to which such shares had been forfeited by former holders in legal proceedings to which 
we were not a party, at a purchase price of $140.9676 per share, and contemporaneously resold such shares to 
nine  accredited  investors  at  the  same  price  per  share,  for  aggregate  consideration  of  approximately  $627 
million. We did not receive any net proceeds from these transactions. 

From January 2026 to February 2026, we sold an aggregate of 90,510,425 shares of our Series G-1 redeemable 
convertible  preferred  stock  to  261  accredited  investors  at  a  purchase  price  of  $259.1364  per  share,  for  an 
aggregate  purchase  price  of  approximately  $23.5  billion.  From  January  2026  to  May  2026,  we  sold  an 
aggregate  of  83,928,770  shares  of  our  Series  G-2  non-voting  redeemable  convertible  preferred  stock  to  five 
accredited  investors  at  a  purchase  price  of  $259.1364  per  share,  for  an  aggregate  purchase  price  of 
approximately $21.7 billion. From January 2026 to February 2026, we issued 20,562,886 shares of our Series 
G-3  non-voting  redeemable  convertible  preferred  stock  to  one  accredited  investor  upon  conversion  of  our 
convertible  promissory  notes  at  a  purchase  price  of  $20.9280  per  share,  for  an  aggregate  purchase  price  of 
approximately  $430  million.  In  January  2026,  we  issued  3,321,638  shares  of  our  Series  G-4  non-voting 
redeemable  convertible  preferred  stock  to  one  accredited  investor  upon  conversion  of  our  convertible 
promissory notes at a purchase price of $233.2228 per share for an aggregate purchase price of approximately 
$774 million. 

II-3

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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

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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.

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Reported in filing
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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.