Anthropic filed a Form S-1 on October 26, 2026, for a proposed public offering of Class A shares. In its announcement that day, the company said the registration statement was not yet effective and that the share count and price range had not been determined. Anthropic intends to list the shares on the Nasdaq Global Select Market under the proposed ticker ANT. The filing lays out first-half financial results, supplier-specific compute agreements and a proposed governance structure.
The new filing adds detail to the possible November debut discussed in NeoTeo’s earlier report on Anthropic’s IPO timing. The S-1 is a U.S. registration statement for a securities offering. Anthropic’s preliminary filing says shares cannot be sold and offers to buy cannot be accepted before the registration statement becomes effective.
What Anthropic said about the proposed offering
The offering is for Class A common stock. Anthropic named the Nasdaq Global Select Market as its intended listing venue and ANT as its proposed ticker. Those are proposed terms, not a report of public trading.
Anthropic expects its net proceeds to support general corporate purposes, including working capital, operating expenses, compute and infrastructure spending, hiring and retention, and potentially acquisitions or investments. The company said it had no material commitments for acquisitions or investments at the time of the filing. Proceeds from shares sold by existing stockholders would go to those sellers, not to Anthropic.
What the first-half results say about losses and cash flow
For the six months ended June 30, 2026, Anthropic reported $16.286 billion in revenue, $16.979 billion in operating expenses and a $693 million GAAP operating loss. Compute and infrastructure accounted for $8.945 billion in operating expenses.
Anthropic’s GAAP net loss for that period was $80.748 billion. It included a $72.388 billion fair-value expense on convertible notes, derivative liabilities and SAFEs, driven primarily by an increase in the company’s enterprise valuation. A fair-value adjustment changes the accounting value assigned to those instruments; it is distinct from operating expenses and is not itself a cash payment.
The company also reported $3.929 billion in cash provided by operating activities. Separately, Anthropic reported $1.618 billion in adjusted operating income under its own non-GAAP definition, which excludes specified items. Cash flow, that adjusted measure and the GAAP operating and net losses describe different parts of the half-year results.
Anthropic’s income statement also distinguishes customer-serving compute from research use. The company reported $2.380 billion in cost of revenue, substantially all of which it described as customer-serving compute and infrastructure, alongside some personnel and overhead. Research and development includes compute used for model development, research and internal purposes, as well as other costs.
How Anthropic’s compute agreements differ
The S-1 describes agreements with different payment bases, durations and cancellation terms. The amounts below are not a single measure of spending: some are minimum commitments, one is a cap, and one is lease rent excluding interest.
| Counterparty | Obligation type | Amount and period | Payment and cancellation terms |
| Amazon | Minimum compute spend | At least $110 billion, May 2026 to April 2036 | Minimum spend applies regardless of actual use, subject to stated exceptions. Cancellation exceptions principally relate to an uncured material breach. |
| Minimum compute spend | Approximately $114.5 billion, April 2026 to July 2033 | Minimum spend applies regardless of actual use, subject to stated exceptions. The agreement includes shortfall true-ups subject to exceptions; cancellation exceptions principally relate to an uncured material breach. | |
| Microsoft | Minimum compute spend | At least $44.9 billion, November 2026 to May 2033 | Minimum spend applies regardless of actual use, subject to stated exceptions. Cancellation exceptions principally relate to an uncured material breach. |
| SpaceXAI LLC | GPU capacity agreements | Up to $120.5 billion, through 2029 | Either party may cancel on 90 days’ notice after the agreements’ separate initial periods, which end in January or March 2027. |
| Broadcom | TPU-based compute equipment leases | Approximately $161.2 billion in rent over five years, excluding interest | The leases are non-cancelable during their terms except in default. |
Other arrangements use different terms. Nscale charges accrue as capacity is delivered and accepted; its agreement is for up to approximately $44.6 billion. Lambda’s agreement is approximately $41.3 billion, with charges also accruing as capacity is delivered and accepted. AMD’s agreement has no fixed dollar commitment; Anthropic estimated spending above $20 billion if it procures the initial capacity in full. The S-1 also estimates an additional $125 billion to $150 billion in TPU purchases for delivery from 2028 through 2031.
The filing groups infrastructure obligations by date and type. As of June 30, 2026, Anthropic reported $265.6 billion in expected future fixed or minimum guaranteed commitments under specified agreements and $321.4 billion in estimated undiscounted lease obligations not yet commenced, some subject to conditions. It separately described approximately $245 billion in minimum payments under agreements entered into or amended after that date, some conditional, and approximately $21 billion under short-term contracts. These categories can overlap with named arrangements and have different scopes, so adding them together would not produce a like-for-like total.
How Anthropic sources compute
Anthropic describes compute from multiple strategic partners as one fungible pool, meaning the company manages the capacity together. It says it is shifting from cloud-only sourcing toward a hybrid model that includes directly leased chips in facilities secured and operated by third parties.
The S-1 does not quantify the share of compute capacity Anthropic owns versus rents. Its $8.945 billion first-half compute and infrastructure expense measures spending, while the supplier agreements describe contractual payment obligations; neither gives an ownership percentage.
Who would hold voting control under the proposed structure
Under the proposed structure, Founder LLC would receive one Class F share designed to carry 50.1% of general stockholder voting power. The Long-Term Benefit Trust would generally elect and remove Class T directors, who together would make up a majority of authorized board seats.
The seven initial Founder LLC members named in the S-1 are Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. The filing separately says Benjamin Mann has been integral to Anthropic since its founding and is sometimes described as a co-founder, but is not a Founder LLC member or a Continuing Founder under the proposed structure.
Risks described in the filing
Anthropic’s risk factors cover the possibility that AI capabilities outpace safeguards, malicious use, access to compute, energy and data-center constraints, customer concentration and regulatory exposure. These are risks identified in the filing, alongside the financial and infrastructure commitments described above.
