Anthropic Files for IPO, Prospectus Discloses 14 Key Details

On October 26, Anthropic officially publicly filed an IPO application with the U.S. Securities and Exchange Commission, planning to list on Nasdaq under the ticker symbol ANT, with a target valuation of $1.5 trillion to $2 trillion, which is expected to surpass the historical record set by SpaceX. According to media reports, the IPO time window is set for the week of November 16.

That day, U.S. semiconductor stocks rose in response—the Nasdaq rose more than 1% intraday, with Broadcom, AMD, and Nvidia each gaining nearly 3%. Before Anthropic has even listed, the first to rise are its suppliers. Anthropic has already signed computing power contracts totaling more than $800 billion, with the longest extending to 2045. In the market's view, these long-term orders may already be certain revenue written into the balance sheets of hardware giants.

This S-1, more than 300 pages and about 240,000 English words long, is the public's first opportunity to fully examine the financial underpinnings and governance logic of this world-class AI lab. The UK's Financial Times characterized it as a "referendum"—testing how much public market investors agree with the narrative through which Dario Amodei conquered private capital backers with a sense of mission. Judging from current market conditions, Amodei's narrative seems to be getting a good response.

Beyond the narrative, the financial data and details in the prospectus are equally noteworthy.

On revenue, Anthropic generated $376 million in the first quarter of 2025; in the second quarter of this year, it reached $11.555 billion, a roughly 30-fold increase over five quarters. On profit, the net loss in the first half was $80.7 billion, yet operating profit turned positive in the second quarter, reaching $974 million; the difference mainly came from about $72.4 billion in fair value changes, with no cash outflow. On control, Amazon and Google hold Class N shares with no voting rights, while 50.1% of the company's voting power is held in a single Class F share, subscribed by each of the seven co-founders for $1 each.

At the same time, Anthropic's revenue growth from the second quarter to the third quarter slowed to nearly 50%, and its top five customers contributed a quarter of revenue in the first nine months. In the more than 90 pages of risk factors in the prospectus, the company states that the technology may bring "catastrophic or existential risks."

I. Insane revenue growth

How exaggerated is the growth rate? Anthropic itself provided data comparisons in its S-1.

The prospectus shows that in 2023, Anthropic achieved revenue of $41 million, growing to $386 million in 2024 and further reaching $4.585 billion in 2025. In 2026, growth momentum further accelerated, with the company generating $16.286 billion in revenue in the first half. On a quarterly basis, Anthropic's revenue was $376 million in the first quarter of 2025; in the second quarter of this year, it was $11.555 billion, a roughly 30-fold increase over five quarters. The four quarters in between were $787 million, $1.382 billion, $2.040 billion, and $4.731 billion, respectively. On average, that is about $127 million per day in the second quarter.

For the first nine months of this year, media reports disclosed that Anthropic's revenue rose from $4.6 billion last year to more than $33 billion in the first nine months of this year, with revenue per employee of $6.6 million over the past year.

Sales and marketing expenses jumped in tandem: $568 million for all of 2025, and already $3.168 billion in the first half of this year.

However, growth has already slowed. From the first quarter to the second quarter of this year, revenue more than doubled; from the second quarter to the third quarter, growth was close to 50%. Anthropic warned in the prospectus that its rapid growth to date "may reflect early adoption" and could stall in the future.

II. A loss of $80.7 billion in half a year, $72.4 billion of which is paper loss

The net loss of $80.748 billion in the first half looks frightening, but breaking down the income statement, $72.388 billion of it came from fair value changes in convertible notes, derivative liabilities, and SAFEs.

The mechanism is not complicated. Part of the money Amazon invested in Anthropic is in convertible notes, equivalent to an IOU stating that it can later be converted into shares at an agreed price. Anthropic's valuation was $380 billion in February this year and rose to $965 billion in May, and the IOUs appreciated substantially along with it; accounting standards require the appreciation to be recorded as a company loss. The prospectus also notes that such changes are mainly driven by valuation increases and do not involve cash outflows.

Under the adjusted (non-GAAP) measures provided by the company, adjusted operating profit in the first half was $1.618 billion, mainly excluding stock-based compensation and non-cash charitable donation expenses; adjusted net profit was $2.671 billion.

III. Computing power costs as a share of revenue: from $2.5 to less than 50 cents

According to the UK's Financial Times, in the first quarter of 2025, Anthropic spent more than $2.5 on computing power and infrastructure for every $1 of revenue; in the second quarter of 2026, that figure fell to less than 50 cents.

The annual figures given in the prospectus are: in 2023, computing power spending was more than 10 times revenue; in 2024, 653%; in 2025, 160%; and in the first half of 2026, 55%.

Profit turned positive accordingly. For the three months ended June 30, Anthropic's operating margin was 8%, with operating profit of $1 billion, compared with a loss of $1.2 billion in the same period last year. Specifically, operating profit in the second quarter was $974 million; after adding back non-cash expenses such as stock-based compensation, adjusted operating profit was $2.235 billion, a margin of 19%. Net cash inflow from operating activities in the first half was $3.9 billion.

The prospectus summarizes four reasons:

Improved training efficiency. Claude is increasingly involved in the development of next-generation models, which the company internally calls "closing the loop";

Improved inference efficiency, with less compute required for the same capability;

At the same time, models are trained and run on four types of chips—Amazon Trainium, Google TPU, Nvidia GPU, and AMD GPU—with a self-built scheduling system;

New models are getting cheaper. After Opus 4.5 was released in November 2025, prices and per-task costs fell, and revenue growth in the first quarter of 2026 rose to 132% quarter-over-quarter from 48% in the previous quarter; with the release of Opus 5.5 and Fable 5.1 in September this year, per-task costs fell by another 25% to 45%.

At the same time, the company warned that results could show "significant period-to-period volatility" due to compute spending.

IV. Customer structure: five customers account for a quarter, but the top share is declining

In the first nine months of this year, five customers contributed 25% of Anthropic's revenue, and only 250 customers spent more than $10 million annually.

Looking at quarterly trends, the top share is declining. Revenue from the top five customers fell from about 36% in the first quarter to about 21% in the third quarter; in the third quarter, 79% of revenue came from groups other than the top five customers, and no single customer accounted for more than 10%. Over the same period, the absolute revenue of the top five customers rose from about $1.7 billion to about $3.5 billion. The prospectus also shows that about 48% of revenue comes from cloud service providers' marketplace channels.

Changes in customer numbers: customers spending more than $100,000 annually numbered about 20 at the end of 2023, about 950 in September 2025, and more than 11,900 in September 2026, with another roughly 40 million customers spending less than $100,000. More than half of Fortune 500 companies are already customers spending more than $100,000 annually, but these companies' spending on Anthropic averages less than 0.1% of their total expenditures, and even the top 10 users spend less than 1%.

Net revenue retention is about 900%, meaning a customer that spent $1 a year ago spent an average of $9 in the same period this year. This figure excludes subscription users.

By revenue type, usage-based revenue was $3.8 billion in 2025, accounting for 83%, and $13.1 billion in the first half of 2026, accounting for 80%; subscription revenue in the first half was $3.2 billion, compared with $180 million in the same period last year. More than 80% of third-quarter revenue came from model versions released in the past six months.

V. 5% to 7% of revenue comes from customers later found to be in violation

The prospectus discloses that in the first nine months ended September 30, about 5% to 7% of Anthropic's revenue came from customers later found to have violated usage policies or commercial terms. The reason is the time lag from discovery and investigation to account suspension; revenue for services already provided before suspension is recognized as usual.

The company also noted that it stepped up identification and banning efforts in August and September, and the share of such revenue is expected to decline, which could also weigh on future revenue and growth. Based on a rough calculation from revenue of about $33 billion in the first nine months, 5% to 7% corresponds to about $1.6 billion to $2.3 billion.

VI. Compute commitments: total exceeds $800 billion, extending as far as 2045

Anthropic calls compute a "critical input" and has signed commitments totaling more than $800 billion, extending as far as 2045. The founder acknowledged that these investments "may at first glance seem irresponsibly large," and described his approach as "bold but rational."

The main contracts include:

Broadcom: Broadcom co-develops TPUs with Google and leases them to Anthropic, with a five-year lease totaling $161 billion; starting in 2028, Anthropic is expected to spend up to another $150 billion on TPUs;

AMD: expected spending of more than $20 billion, with options that could roughly double the scale; AMD will invest up to $5 billion in Anthropic as chips are delivered;

Google, Amazon, Microsoft: at least $269.4 billion in cloud compute over the next decade;

Nscale, Lambda: contracts worth up to $86 billion.

The three major cloud providers have different terms: Google at least $114.5 billion, from April 2026 to July 2033; Amazon at least $110 billion, through April 2036; Microsoft at least $44.9 billion, through May 2033. All three contracts include payment terms "regardless of actual usage," and the Google and Amazon contracts also provide for making up the difference if usage falls short. Such "take-or-pay" clauses are common in long-term energy agreements for natural gas, electricity, and other resources.

Summarized according to the basis in the notes to the prospectus financial statements: as of June 30, signed fixed or minimum purchase commitments were $265.6 billion, signed but not yet commenced data center and compute leases were $321.4 billion, and long-term contracts newly signed and amended after June 30 were $245 billion, totaling more than $830 billion. As of June 30, the company held about $131.6 billion in cash and short-term investments, and raised about $110.4 billion in the first half through Series G and Series H.

The mismatch in timing between costs and revenue is also a focus for investors. The prospectus shows that about 80% of revenue is settled based on actual usage, so revenue depends on customer call volume, while compute costs are often locked in more than a year in advance.

VII. $3.1 billion paid to Musk every month

The total value of the Anthropic-SpaceX contract is up to $120.5 billion, with a term running through 2029. Once all compute capacity is online in December, the monthly fee is expected to be about $3.1 billion; starting early next year, either party may terminate with 90 days' notice.

Looking back at this relationship, there have been quite a few twists. In January of this year, Anthropic cut off xAI employees' access to Claude through Cursor. In February, after Anthropic announced a funding round, Musk publicly criticized its AI. In May, Anthropic announced it was leasing xAI's Colossus 1 data center in Memphis, and Musk subsequently changed his tune, praising Anthropic's people as highly capable and as caring about doing the right thing. The contracting party in the prospectus is SpaceX.AI LLC, formerly named X.AI LLC, now a wholly owned subsidiary of SpaceX.

According to the SpaceX prospectus, its entire AI business generated $818 million in revenue in the first quarter of this year. Anthropic's monthly compute fee is nearly four times that figure.

VIII. Amazon holds nearly one-fifth, Google about 7%

The Financial Times estimates that, assuming Anthropic lists at a $2 trillion valuation, Amazon would hold about one-fifth after all convertible notes are converted, worth about $400 billion. Its stake is capped at 12%, with the excess retained in note form and gradually converted as room under the cap opens up, though Amazon can waive this cap.

Google holds about 7% and may invest up to another $20 billion under an agreement reached earlier this year, of which $10 billion can be subscribed at the offering price; if both parties agree, Google could also act as a cornerstone investor in the IPO.

Among financial investors, the filing shows Spark Capital invested less than $1 billion for a stake worth $14.5 billion; according to a person familiar with the matter, Coatue invested $4.75 billion for a similar-sized stake.

The lockup arrangements are also unusual. Similar to SpaceX, Anthropic will have five lockup expiration dates within 76 days after listing, with non-founder directors, executives and some current and former employees able to sell a portion of their shares on the first day of trading. Typically, early investors must wait 180 days after an IPO to reduce their holdings.

On the employee side, the prospectus includes a pro forma calculation assuming the listing is completed on June 30, with total incentive expenses of about $29.7 billion, or at least $5.6 million per person across roughly 5,300 employees; in an internal secondary sale of old shares in April this year, insider shareholders including the Amodei siblings and the CFO had already cashed out $4.66 billion.

IX. Seven co-founders hold 50.1% of voting power

Anthropic acknowledges in the prospectus that its "novel" governance structure is "significantly different" from that of most public companies, and that ordinary shareholders have almost no control over company decisions.

The structure, as summarized by the media, is: at the top is the "Long-Term Benefit Trust" (LTBT), whose members appoint themselves and generally have the power to elect and remove four of the seven directors; Dario Amodei and Daniela Amodei cannot be removed by the trust; the remaining three directors are nominally elected by shareholders but in practice determined by the two of them and the other five co-founders, because they hold 50.1% of voting power through a special class of stock. The trust's control over the fourth seat requires the consent of the nominating committee, including Daniela Amodei, and in the event of a disagreement, a vote representing employees breaks the deadlock.

The details of this special stock are: before listing, the company will issue a single Class F share to Founder LLC, composed of the seven co-founders; this share has no economic rights, and its voting power equals 50.1% of all voting power, including the election of all directors other than the T-class directors.

Conversely, the Class N shares held by major shareholders such as Amazon and Google carry no voting rights. The prospectus also states that the company is a "controlled company" under Nasdaq rules and may be exempt from certain corporate governance requirements.

X. For every 50% rise in the share price, up to 2% goes to philanthropy

Before listing, Anthropic has transferred 846,840,960 Class N shares to its wholly owned subsidiary, the Anthropic Public Benefit Fund, representing 5% of fully diluted share capital.

The board has also approved a framework: starting from the IPO offering price, for every 50% rise in the share price above the previous milestone, up to another 2% of shares may be contributed to the fund. Each of the seven co-founders has pledged 80% of their personal equity to philanthropy.

XI. More than 90 pages of risk factors: even the insurance industry can't cover it

The risk factors section of the prospectus is about three times as long as SpaceX's comparable disclosure and is very different from the boilerplate disclosures common among companies. The filing warns that its technology could pose a "catastrophic or existential risk" to humanity and could "substantially assist malicious actors seeking to develop chemical, biological or other dangerous weapons."

The loss-of-control scenarios described in the filing include: models may in the future exhibit "unexpected ... self-protective behavior," such as attempting to resist shutdown, concealing or manipulating information, and may also generate coercive, deceptive outputs resembling "extortion." As for whether these risks are covered by insurance, the prospectus says that no single insurer, or even the insurance industry as a whole, may be able to underwrite them.

The risk factors also mention that the company increasingly uses AI to accelerate its own research and development, which could cause model capabilities to improve faster than safety measures are developed and implemented; the company has previously delayed model releases for this reason, an example being Mythos, released on a limited basis through Project Glasswing.

On the policy front, the filing acknowledges that the U.S. government may raise costs, restrict operations or introduce new regulations affecting demand for its models. Earlier this year, Anthropic was designated a "supply chain risk" by the U.S. Department of Defense, and government agency contract revenue accounts for about 1% of the company's revenue. The conclusion of this section of the prospectus is: "Many of the risks we face are interrelated and may compound or trigger a chain of adverse effects."

XII. A warning from the founders

In the filing, the seven founders urge potential investors "not to view your purchase purely as a transaction," and acknowledge that the company's decisions "may run counter to investor expectations," because maximizing profits must be weighed against the "public interest," and some business bets "may appear odd or unconventional in isolation." The media noted that the founding team's emphasis that they remain in senior roles at the company is "rare," and described it as a "veiled jab" at OpenAI, which has lost most of its founding team.

XIII. Ticker ANT: employees call themselves "Ants"

The prospectus describes the company culture as "low-ego." According to reports, Anthropic employees refer to themselves internally as "Ants," echoing the listing ticker.

XIV. What the market watches next: October ARR

The prospectus defines Run-Rate Revenue as: fees charged based on usage over the most recent 28 days multiplied by 13, plus subscription fees for the month multiplied by 12. The October figure is still blank in the filing and is expected to be filled in when the S-1 is updated in the middle of next week. In market discussions, above $73 billion is seen as a reasonable baseline, and if it exceeds $78 billion, talk of reaching $100 billion in December will heat up again.

Matt Kennedy, a senior strategist at IPO research firm Renaissance Capital, told Reuters that no company wants to drag things out too long at the threshold of going public; they might get a higher valuation next year, but they decided to "go for it in one push." Risk disclosure and disclaimer

Markets carry risk, and investment requires caution. This article does not constitute personal investment advice and does not take into account the specific investment objectives, financial situation or needs of individual users. Users should consider whether any opinions, views or conclusions in this article are suitable for their particular circumstances. Investing based on this is at the user's own risk.