Anthropic Files Updated Prospectus for Nasdaq IPO at $70 to $78 per Share

Anthropic has submitted an updated prospectus for a Nasdaq listing under the ticker ANT, with Goldman Sachs and Morgan Stanley leading the offering. If completed at the proposed scale, the deal could become the largest technology IPO on record and would give public market investors their first detailed look at the revenue, costs and infrastructure commitments behind Claude.

The proposed price range remains preliminary. Anthropic and its underwriters will set a final price after collecting investor orders, and the process is still subject to market conditions and completion of the SEC review. The central question for investors is whether the rapid expansion of developer and enterprise usage can sustain the company's valuation alongside nearly $900 billion in future purchase and lease commitments.

Deal size could reach $100 billion

Anthropic intends to offer 825 million Class A shares priced between $70 and $78, generating gross public proceeds of $57.75 billion to $64.35 billion. That base offering alone would exceed the roughly $29.4 billion record set by Saudi Aramco's IPO.

At the top of the range, the base offering would produce $64.35 billion, the underwriters' option would add approximately $9.65 billion and the strategic placement would contribute another $26 billion, bringing combined gross proceeds to about $100 billion. Anthropic estimates net proceeds to the company of roughly $84.6 billion to $93.7 billion assuming the underwriter option is exercised in full; the existing holders keep the proceeds from their 23.6 million shares.

The implied valuation depends on which share count is used:

• Basic post-offering value: approximately $916 billion to $1.02 trillion, calculated on about 13.09 billion outstanding shares.
• Fully diluted value: as high as $1.404 trillion at $78 per share, including securities that could convert into common stock.
• Previous private value: $965 billion, set in Anthropic's May financing.
• Earlier reported target: roughly $2 trillion, before the recent reset in AI stocks.

Google, Nvidia, AMD, Broadcom, Micron, Microsoft and TSMC have agreed to purchase the $26 billion Class N placement at the IPO price. Those shares carry no voting rights, will remain unregistered through the offering and are not subject to an underwriter lock-up. Anthropic also plans to direct about 20% of the public offering to retail investors, well above the typical allocation of 5% to 10%.

Usage-based revenue drives the growth curve

The amended S-1 reports revenue of nearly $17 billion for the quarter ended September 30, 2026. That compares with $11.6 billion in the preceding quarter and $1.4 billion in the third quarter of 2025, a reported year-over-year increase of 1,127%.

The annualized figures extrapolate shorter measurement periods and do not represent recognized annual revenue, but they illustrate how quickly usage expanded during 2026.

Metered consumption generated $13.1 billion, or 80% of revenue, during the six months ended June 30, while subscriptions contributed $3.2 billion, or 20%. Developer and enterprise workloads therefore supply most of the business, tying Anthropic's results closely to token usage across its API and products such as Claude Code.

Accounting charges obscure the operating signal

For the first nine months of 2026 Anthropic posted a net loss of $104 billion, a figure that includes a $94.3 billion noncash fair-value charge. The charge reflects increases in the estimated value of convertible notes and related derivatives as Anthropic's equity valuation rose.

GAAP requires those changes to pass through net income before the instruments settle or convert. Recording the expense consumes no cash, although the underlying securities can still produce dilution or require repayment.

• GAAP operating income was $974 million in the second quarter.
• GAAP operating loss was $567 million in the third quarter.
• Company-defined adjusted operating income was $2.5 billion in the third quarter, equal to a 15% margin.
• The third-quarter net loss was $23.3 billion, driven largely by convertible-note accounting.

The gap between GAAP and adjusted operating results reflects expenses excluded under Anthropic's definition, so the two measures serve different analytical purposes. The filing attributes part of the sequential deterioration in GAAP operating performance to higher short-term compute prices and noncash matching charges.

Compute contracts dwarf current revenue

At the end of September, Anthropic carried about $895.4 billion in purchase and lease commitments against $146.6 billion in liquidity. The commitment total equals roughly 13 times the annualized third-quarter revenue of about $68 billion, or 11 times the October run rate. Actual cash requirements depend on delivery dates, lease schedules and the terms of each contract.

• Compute providers: Anthropic has approximately $417 billion in future obligations covering cloud services, data centers and the equipment installed in them.
• SpaceX: once all contracted capacity is available, Anthropic expects to pay about $3.1 billion per month for access to Nvidia-powered compute, equivalent to $37.2 billion a year.
• Amazon: Amazon's notes convert into Class N shares at the IPO, subject to an ownership cap that Amazon may waive. Any remaining balance converts quarterly or becomes payable in cash at maturity.
• Default exposure: failure to repay the Amazon notes or amounts due under the amended and restated credit agreement would trigger a default.

These contracts secure the capacity Anthropic needs to train its models and serve customer traffic. They also raise the financial cost of weak utilization: if token demand slows while contracted capacity comes online, gross margins and cash flow would absorb the difference.

Market pressure trimmed the pitch

The $70 to $78 range sits below earlier expectations. The Wall Street Journal reported that major investors expected Anthropic's proposed $1.5 trillion valuation to fall after a sell-off in AI stocks, with one investor suggesting a figure closer to $1 trillion. Several months earlier, Anthropic had reportedly considered a valuation near $2 trillion.

A preliminary version of the terms proposed selling 866.7 million shares at $70 to $80. That version was circulated among bankers and later withdrawn. The filed range reduces both the share count and the maximum price, placing the basic valuation near the company's May private-market level.

Policy and talent add uncertainty

Anthropic's risk disclosures identify government action, litigation, employee retention and corporate security as material concerns:

• Government policy: a February 2026 presidential directive and a Department of War supply-chain risk designation prompted legal challenges from Anthropic.
• Pending litigation: a district court granted summary judgment largely in Anthropic's favor. A divided D.C. Circuit panel later denied its petition for review by a 2-to-1 vote, and Anthropic has requested an en banc rehearing.
• Employee retention: large equity awards held by a co-founder and early employees vest substantially at the IPO, potentially affecting retention and the eventual supply of tradable shares.
• Recruiting and security: competitors directly solicit Anthropic employees, immigration restrictions may narrow the hiring pool, and the company reports threats to employee safety and attempts to obtain confidential information.

Public reporting will expose the trade-offs

Once applicable restrictions expire, existing holders will gain a public reference price and a path to liquidity. At the basic post-offering valuation, Anthropic's range straddles the $965 billion price set in its May financing. The strategic investors in the Class N placement add equity exposure to a major customer while strengthening their commercial ties to its infrastructure spending.

Developers and enterprise customers will gain quarterly data on the economics behind Claude. Several indicators will show how the IPO affects the platform:

• API prices, volume discounts and contract terms
• Token consumption and subscription growth
• Capacity, latency, availability and rate limits
• Cost of revenue and the gap between GAAP and adjusted margins
• Cash usage and the schedule for compute commitments
• Dependence on individual cloud, chip and data-center suppliers

Anthropic's growth supports a valuation near $1 trillion only if usage keeps expanding fast enough to absorb the infrastructure it has contracted. The IPO filing supplies the figures public investors will use to test that premise quarter by quarter.