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Anthropic, PBC filed its public registration statement (Form S-1) with the SEC on October 26, 2026. It follows a confidential draft submitted on June 1 and five confidential amendments, and it is the first version anyone can read. The company plans to list its Class A common stock on the Nasdaq Global Select Market under the ticker ANT.
This is a preliminary prospectus, so the price range, the share count, and some third-quarter figures are still blank. That means the useful question today is not what the stock will be worth but what the filled-in numbers say: quarterly revenue and costs, where the net loss came from, who controls the votes, and when insiders can sell. Every figure below comes from the S-1 on SEC EDGAR.
What Is an S-1, and What Is Still Missing?
An S-1 is the registration statement a company files before it first sells shares to the US public. It bundles the business description, risk factors, audited financial statements, executive pay, major holders, and the offering structure in one document.
The first public S-1 is rarely final. The price range and share count usually arrive in an amendment (S-1/A), and pricing happens after the SEC declares the registration effective. Companies that started with a confidential draft must file publicly at least 15 days before the road show begins (SEC).
How to Read the Quarterly Revenue
The quarterly table covers six quarters, from Q1 2025 to Q2 2026. Revenue rose from $376 million to $11.56 billion. Q2 2026 revenue was about 2.4x the prior quarter ($4.73 billion) and about 14.7x the same quarter a year earlier ($787 million).
Source: Anthropic S-1, Quarterly Consolidated Statements of Operations. The Q3 2025 operating loss includes the $1.5 billion Bartz copyright settlement. Cost / revenue is calculated from the S-1 figures.
The line to watch is not revenue but compute and infrastructure cost relative to revenue. Anthropic has no separate cost-of-revenue line; the cloud and chip spend for training and serving models sits in an operating expense called compute and infrastructure. Through 2025 that cost ran 1.4x to 2.5x revenue. In Q2 2026 it fell below half of revenue, and the company posted its first GAAP operating profit, $974 million.
Most revenue is usage-based, billed per token. In the first half of 2026, consumption revenue was $13.1 billion (80%) and subscription revenue $3.2 billion (20%). Usage revenue moves with how much customers actually run, so it can swing from quarter to quarter, a point the risk factors make directly.
Run-Rate Revenue is the figure most headlines will quote once it is filled in. The S-1 defines it as consumption fees over the trailing 28 days times 13, plus monthly subscription fees times 12. Annualizing a short window overstates trailing-twelve-month revenue when growth is fast, and the filing itself says the metric is not a substitute for GAAP revenue or a forecast.
Where the $80.7 Billion Net Loss Came From
The first-half 2026 net loss was $80.7 billion, about five times revenue of $16.29 billion. Broken into its lines, almost all of it sits outside operations.
Source: Anthropic S-1, Summary Consolidated Financial and Other Data and MD&A.
The biggest item is the $72.4 billion fair-value loss. Anthropic has issued convertible notes that later turn into stock; the ones still outstanding, about $6.2 billion of principal at June 30, are held by Amazon. When the company's valuation rises, the stock those notes convert into is worth more, so the accounting treats the liability as larger. The S-1 says the change was "primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation." In other words, the higher the valuation went, the larger the book loss, and no cash left the company.
The cash flow statement backs that up. Operating cash flow was a $3.93 billion inflow in the first half of 2026, compared with a $1.51 billion outflow a year earlier. Cash, cash equivalents and short-term investments stood at $131.65 billion on June 30, after $110.77 billion of financing inflows in the half, mainly from preferred stock. The catch is that the notes mostly convert into shares at the IPO: the remeasurement loss goes away, but the added shares dilute everyone else.
The company's non-GAAP Adjusted Operating Income was $1.62 billion for the half (a 10% adjusted margin). It excludes stock-based compensation ($2.2 billion in the half), non-cash charitable contributions, and the Bartz settlement. Stock compensation costs no cash but still dilutes existing holders, so read the adjusted figure next to the GAAP operating loss of $693 million.
How to Interpret the Customer Metrics
The S-1 discloses customer counts by trailing-twelve-month (TTM) revenue, grouping accounts that belong to the same organization.
Net Revenue Retention was about 900% as of September 30, 2026: customers that generated revenue in the three months ending a year earlier spent roughly nine times as much in the latest three months. Fixed-price Claude Pro and Max subscribers are excluded, and any customer with at least $1 of base-period revenue counts, so small accounts that scaled up quickly carry their full growth into the figure. It is an early-stage metric and does not compare cleanly with a mature subscription software company's NRR.
Concentration matters too. No single customer exceeded 10% of revenue for the nine months ended September 30, 2026, but the top five accounted for about 25%. Model versions released in the prior six months produced more than 80% of Q3 2026 revenue, which ties quarterly revenue closely to release cadence and to how competing models perform.
How to Read the Share Structure
Anthropic is a Delaware public benefit corporation (PBC). Its board must balance stockholders' financial interests with a public benefit purpose written into its charter: "the responsible development and maintenance of advanced AI for the long-term benefit of humanity." That purpose shows up in the share classes.
In short, Class A buyers get full economic rights, but the LTBT picks a board majority and the Founder LLC holds 50.1% of the vote on general matters. Because the LTBT elects a board majority, Anthropic is a "controlled company" under Nasdaq rules. It says it plans to rely on that status only for its nominating and corporate governance committee, which will not consist entirely of independent directors.
Amazon and Google will each own more than 5% of the outstanding stock. Their Class N shares carry no vote but the same economics as Class A. Some of Amazon's notes cannot convert until after the IPO because of an ownership cap.
The clause most easily missed is the Public Benefit Issuance. Anthropic already contributed 846,840,960 Class N shares, 5% of fully diluted shares, to a wholly owned public benefit fund. The board also approved a framework to issue up to another 2% of outstanding shares each time the stock rises 50% above the prior milestone, starting from the IPO price. A rising share price can trigger more dilution.
Lock-Up and Share Supply
A lock-up bars existing holders from selling for a set period after the listing. When it ends, the number of shares that can reach the market jumps, so the dates matter for reading early price action.
Source: Anthropic S-1, Risk Factors. Goldman Sachs and Morgan Stanley can release shares early, and some early-expiration provisions apply.
Some shares unlock before those end dates. Non-founder directors, officers and certain current or former employees can sell up to 10% of their locked-up shares from the first trading day, plus up to another 35% after full-year 2026 results. Certain other holders unlock in stages: up to 6% each on days 27 and 48 after the prospectus date, then up to 7% each on days 62 and 76. Certain holders above 0.5% also unlock in smaller steps starting on day 27.
Limitations and Risks
The prospectus will change. Once an amendment adds the price range and share count, recompute market cap, dilution, and net proceeds from those numbers. No listing date appears in the S-1, and market conditions can push it back.
The history is short. Meaningful revenue spans a little over two years, and Q2 2026 is the only quarter with an operating profit; even that quarter ended in a net loss. Nothing in the S-1 promises that growth continues at this pace; the company expects the Run-Rate Revenue growth rate to decline over time.
Compute and legal exposure are large. Anthropic runs on AWS Trainium, Google TPUs, and NVIDIA and AMD GPUs, and it has long-term purchase and lease commitments, mostly for compute and infrastructure, with some due before the end of 2030 and most of the rest running from 2031 through 2045. The total is blank in this filing. It settled the Bartz copyright case for $1.5 billion, while suits from music publishers and from Reddit remain open.
This post summarizes the filing; it is not a valuation. First-day trading can move far from anything the S-1 numbers imply, driven by the offer price, allocation, and market mood. For the broader AI build-out, see AI power infrastructure, part 1; for how a large newly public company shows up in an institutional portfolio, see ARK Invest's Q2 2026 13F.
A Checklist Before Acting
- Has an S-1/A filled in the price range and share count, and have you computed post-IPO market cap and dilution yourself?
- When Q3 revenue appears, did compute and infrastructure cost as a share of revenue fall below Q2's 48% or rise?
- Did you separate the fair-value loss from operating results before judging the net loss?
- Did you weigh the stock-based compensation excluded from Adjusted Operating Income against the GAAP operating loss?
- How do top-five customer share (about 25%) and reliance on new models (over 80% of Q3 revenue) change next quarter?
- Have you written the expected lock-up dates and the Public Benefit Issuance trigger (up to 2% per 50% rise) into your trading plan?
If you trade a new listing, set your entry reason and exit level before the first print; day-one volatility leaves little to review if you go in without a plan. The components are laid out in how to write a trading plan.
Frequently Asked Questions
When Will Anthropic Start Trading?
The S-1 gives no date. Trading starts after an amended filing adds a price range, the road show runs, the SEC declares the registration effective, and the deal is priced.
Because a company that filed confidentially must go public at least 15 days before its road show, the October 26 filing means the road show could start no earlier than around November 10. Confirm the actual date in later amendments and company announcements.
Key Takeaways
- Anthropic filed its public S-1 on October 26, 2026 to list Class A shares on Nasdaq as
ANT; the price range and share count are still blank. - Quarterly revenue grew from $376 million in Q1 2025 to $11.56 billion in Q2 2026, the first quarter with a GAAP operating profit ($974 million).
- Most of the $80.7 billion first-half net loss ($72.4 billion) is a non-cash remeasurement of convertible notes as the valuation rose; conversion at the IPO still means dilution.
- Class A buyers get economic rights, while the LTBT elects a board majority and the Founder LLC holds 50.1% of general voting power.
- Top-five customer concentration, dependence on new models, lock-up dates, and price-triggered Public Benefit Issuances are the risks to track in the filing.
References
- Anthropic, PBC, Form S-1 Registration Statement, SEC EDGAR, filed October 26, 2026
- SEC EDGAR, Anthropic, PBC filing index (CIK 0002130357)
- Anthropic, Anthropic confidentially submits draft S-1, June 1, 2026
- SEC Division of Corporation Finance, Draft Registration Statement Processing Procedures Expanded
For reference only: The information in this post is provided for general reference and does not constitute investment advice or a solicitation to trade. Your responsibility: Final investment decisions and their outcomes are entirely your own. No warranty: This information is not guaranteed to be accurate and cannot be used as a basis for legal liability for any investment result.