Anthropic files for an initial public offering
Anthropic’s filing is a step toward a public share sale. Major Wall Street indexes rose on technology-sector strength after the filing.
Anthropic’s filing is a step toward a public share sale. Major Wall Street indexes rose on technology-sector strength after the filing.

Anthropic, a superintelligence (SI) company, filed for an initial public offering (IPO) on 26 October, TechCrunch said in its account published that day. The prospectus also sets out how Amazon’s debt investment could become up to 1.84 billion shares, subject to a waivable ownership cap.
An IPO is a company’s first sale of shares to public investors; filing is a step toward that sale, not its completion. Anthropic’s proposed rules would keep control with its founders and the Long-Term Benefit Trust, established in 2023 to support its public-benefit mission. Major Wall Street indexes rose on technology-sector strength after the filing.
TechCrunch’s 28 October account cites Anthropic’s prospectus for Amazon’s convertible notes—debt that can become shares at an IPO or sale. Amazon held $6.2 billion in outstanding principal on 30 June 2026, representing Anthropic’s entire debt load.
Those notes could convert into as many as 1.84 billion shares. Conversion is capped at 12% of Anthropic’s partially diluted share count, which includes some shares not yet issued, such as stock options. Amazon can waive the cap. Notes that cannot convert under the limit remain outstanding and convert in later quarters, subject to the same limit.
TechCrunch cited Amazon’s quarterly filing for the period ended 30 June for a $97.9 billion carrying value of the notes—the value recorded in Amazon’s accounts. That is neither the cash Amazon invested nor proceeds from a future IPO sale.

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| Measure | Amount | What it represents |
|---|---|---|
| Outstanding note principal | $6.2 billion | Debt principal remaining on 30 June 2026. |
| Carrying value of notes | $97.9 billion | Value recorded in Amazon’s accounts on 30 June 2026, not cash invested or IPO proceeds. |
| Total investment | About $18 billion | $8 billion invested in notes during 2023–2025 and $10 billion in nonvoting preferred shares in the second quarter of 2026. |
Amazon is also a supplier: Anthropic has committed to spend at least $110 billion on its cloud services over 10 years. Google has secured at least $114 billion in cloud commitments through 2033. Anthropic’s prospectus warns that some cloud providers also build rival SI models and may have interests that differ from its own.
| Measure | First half of 2025 | First half of 2026 |
|---|---|---|
| Revenue | $1.2 billion | $16.3 billion |
| Operating loss | $2.1 billion | $693 million |
Operating loss measures the shortfall from running the business. Anthropic’s first-half 2026 net loss, which includes accounting items beyond operating results, was $80.7 billion on revenue of $16.3 billion. TechCrunch attributed the net loss largely to noncash accounting adjustments tied to convertible debt, rather than equivalent cash spending.
As the value of Amazon’s notes rose, Anthropic recorded an increase in the value of its obligations. The broader accounting line covering changes in the value of convertible notes and other financing instruments totaled $72.4 billion in the first half of 2026. That charge was noncash: it did not itself involve money leaving Anthropic. The company warned that it might not achieve or sustain profitability.
The Verge’s 27 October account describes the proposed controls over Anthropic’s board. Directors oversee a company and appoint its leadership, including the chief executive. The trust would select four of seven directors, while Founder LLC’s 50.1% voting power would let the founders effectively choose the other three, law professor Dorothy Lund said.
The trust is designed to operate independently of commercial pressures, with trustees bringing expertise in SI safety, national security, public policy and social enterprise. As of October 2026, its four serving trustees are health leader and chair Neil “Buddy” Shah, national-security specialist Richard Fontaine, former Federal Reserve chair Ben Bernanke and Harvard physicist Christopher Stubbs. Its fifth seat is vacant.
Founder LLC’s seven initial members, with their roles as of October 2026, are CEO Dario Amodei; president and board chair Daniela Amodei; compute chief Tom Brown; Anthropic Institute head Jack Clark; science chief Jared Kaplan; chief architect Sam McCandlish; and interpretability research lead Christopher Olah.
Anthropic is a public benefit corporation under Delaware law, which requires it to balance investor interests with promoting a wider good. The company says its proposed controls would preserve its SI safety mission and protect leadership from pressure to prioritize short-term financial results.
Public investors would buy Class A shares under the proposed five-class structure, Fortune said in its 26 October account of the filing. The structure separates the financial ownership investors would buy from control of the board.
| Class | Holders | Main rights |
|---|---|---|
| A | Public investors and co-founders | One vote per share. All Class A shares together are capped at 49.9% of votes while Class F exists. |
| F | Founder LLC, a limited liability company owned by the seven co-founders | A single share carries 50.1% of votes on almost all shareholder decisions, including electing directors not chosen by the trust. No financial rights. |
| T | Long-Term Benefit Trust | A single share gives the trust authority to appoint or remove four of seven directors. No financial rights. |
| N | Strategic business partners, including Amazon and Google | Same financial rights as Class A, but no votes except where law requires. Converts to Class A when sold to an unaffiliated buyer. |
| E | Employees other than co-founders | No financial rights. Votes only on specified disagreements between the board’s nominating committee and the trust over one trust-appointed director, and on changes to the trust. |
Issuing more shares would not dilute Class F’s voting power. The filing warns that Class A holders generally could not determine shareholder decisions or director elections, regardless of their votes. If a majority of co-founders cannot agree on how to vote Class F, it would follow the proportions of the public’s Class A vote.
Analysis
A business and commercial law professor interviewed by The Verge said the arrangements would give the founders and trust substantial power, shielding Anthropic from many pressures associated with being public. He did not see going public, by itself, as undermining its ability to put safety ahead of commercial interests. Lund warned that shareholder protections would not eliminate commercial pressure: Anthropic would still need investors’ goodwill, and competition and capital needs could erode safety commitments over time.
The Verge’s 27 October account says Founder LLC would end if a majority of its members leave or the group chooses to dissolve it. Fortune’s 26 October account specifies a different departure threshold for ending Class F: fewer than three of the seven founders remaining in the LLC for 90 days.
After founder control ends, ordinary shareholders could gain power to weaken the trust’s protections without support from the trustees, founders or employees, the business law professor said. Class T has no expiration date, but the board, trustees and specified shareholder majorities can approve changes to it or its redemption.
Reuters, in a 27 October article carried by CNA, said the board would divide into three similarly sized groups serving staggered three-year terms once Class F disappears. Shareholders would not elect the entire board each year, limiting how quickly they could replace directors. The structure has historically been used to deter hostile takeovers, while many major public companies have moved toward annual elections for all directors.
Directors would remain bound by provisions concerning Anthropic’s public-benefit purpose even if Class T passed to someone not bound by its mission. The trust’s board majority also qualifies Anthropic as a “controlled company” under Nasdaq rules. That status permits exemptions from some usual governance requirements, including an independent nominating and corporate governance committee. Anthropic is using the exemption to put Daniela Amodei, its president as of October 2026, on that committee.
The seven co-founders together hold about 1.69 billion shares, roughly 10% of Anthropic, Fortune said in a separate 26 October analysis of the filing. That financial stake is distinct from Class F’s voting power.
Each co-founder has pledged 80% of their personal Anthropic equity to philanthropy. The filing describes the pledges as voluntary, revocable and not legally binding; timing, amounts and recipients remain undecided. A founder can remain in Founder LLC by keeping at least 2% of the Class A shares they held at the IPO, so could give away 98% and still help decide how Class F votes.
The filing measures Anthropic’s business-customer base at the end of September 2026. The thresholds overlap: customers spending at least $10 million also meet the lower thresholds.
| Annual spending threshold | Customers |
|---|---|
| At least $100,000 | More than 11,900 |
| At least $1 million | 1,900 |
| At least $10 million | About 250 |
Fortune valued each founder’s stake at roughly $13.7 billion–$14.4 billion using the latest private funding round’s split-adjusted price of $58.90 per share. Those are paper values, not an IPO price or sale proceeds. The comparison is approximate: private-round investors received preferred shares with rights common shareholders lack, and the founders’ options have exercise costs not listed in the ownership table.
Reuters put Anthropic’s expected valuation at $1.5 trillion on 27 October—an anticipated value, not a priced offering. The roughly $2 trillion figure discussed before the filing came from press-reported Wall Street estimates, not the prospectus. Anthropic has not disclosed an offering price range, the number of shares to be sold, the post-offering share count or how much it hopes to raise.
Anthropic plans to list Class A shares on Nasdaq under ANT, its stock-market code. It will provide the missing offering terms in an amended filing before marketing the shares to investors, Fortune said.

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