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The documentS–1Anthropic, PBC26 OCT 2026 · 421 PP.
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Printed filing page II-4 · Extracted page text

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From  May  2026  to  June  2026,  we  sold  an  aggregate  of  (i)  77,637,878  shares  of  our  Series  H-1  redeemable 
convertible  preferred  stock  to  305  accredited  investors  at  a  purchase  price  of  $589.0095  per  share,  for  an 
aggregate purchase price of approximately $45.7 billion, and (ii) 33,110,291 shares of our Series H-2 non-voting 
redeemable convertible preferred stock to 11 accredited investors at a purchase price of $589.0095 per share, 
for an aggregate purchase price of approximately $19.5 billion. 

Convertible Note Issuances

From November 2023 through the filing date of this registration statement, we issued convertible promissory 
notes in an aggregate principal amount of $10.2 billion to two accredited investors. 

Option, RSU, and RSA Issuances 

From  November  2023  through  the  filing  date  of  this  registration  statement,  we  granted  to  our  directors, 
officers, employees, consultants, and other service providers options to purchase an aggregate of 2,066,876,470 
shares  of  our  Class  A  common  stock  under  our  equity  compensation  plans  at  exercise  prices  ranging  from 
approximately $0.6420 to $57.5360 per share. 

From November 2023 through the filing date of this registration statement, we issued to our directors, officers, 
employees, consultants, and other service providers an aggregate of 409,116,603 shares of our Class A common 
stock  upon  the  exercise  of  options  under  our  equity  compensation  plans  at  exercise  prices  ranging  from 
approximately $0.0859 to $24.5360 per share, for a weighted-average exercise price of $1.2043. 

From  November  2023  through  the  filing  date  of  this  registration  statement,  we  granted  to  our  directors, 
officers, employees, consultants, and other service providers an aggregate of 1,171,364,280 RSUs to be settled in 
shares of our Class A common stock under our equity compensation plans. 

From  November  2023  through  the  filing  date  of  this  registration  statement,  we  granted  to  our  directors, 
officers, employees, consultants, and other service providers RSAs covering an aggregate of 214,960 shares of 
our Class A common stock under our equity compensation plans. 

Securities Issued in Connection with Acquisitions 

From  November  2023  through  the  filing  date  of  this  registration  statement,  we  issued  an  aggregate  of 
37,215,830 shares of our Class A common stock, 848,882 shares of our Class N common stock, and options to 
purchase 376,320 shares of our Class A common stock in connection with our acquisitions of certain companies 
or  their  assets  and  as  consideration  to  individuals  and  entities  who  were  former  service  providers  or 
stockholders of such companies.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any 
public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration 
under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) 
of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in 
reliance  on  Rule  701  because  the  transactions  were  pursuant  to  compensatory  benefit  plans  or  contracts 
relating  to  compensation  as  provided  under  such  rule.  The  recipients  of  the  securities  in  each  of  these 
transactions represented their intentions to acquire the securities for investment only and not with a view to or 
for  sale  in  connection  with  any  distribution  thereof,  and  appropriate  legends  were  placed  upon  the  stock 
certificates issued in these transactions. All recipients had adequate access, through their relationships with us, 
to information about us. The sales of these securities were made without any general solicitation or advertising. 

II-4

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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.