Anthropic S-1: Investor Read

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Snapshot

Revenue went from $376M in Q1 2025 to $11.6B in Q2 2026. Q2 2026 was the first quarter with a GAAP operating profit, and H1 2026 operating cash flow turned positive. The net loss is still huge, and almost all of it is a non-cash mark on convertible notes.

Q2 2026 revenue

$11.56B

2.4× Q1 2026 ($4.73B) and 14.7× Q2 2025 ($787M). H1 2026: $16.29B.

Q2 2026 operating margin

+8% GAAP

Operating income $974M, the first profitable quarter. Adjusted operating margin +19% ($2.24B).

GAAP net loss, H1 2026

−$80.75B

90% of it ($72.4B) is the fair-value markup of convertible notes, derivatives and SAFEs. See the bridge →

Operating cash flow, H1 2026

+$3.93B

vs −$1.51B in H1 2025. Cash + short-term investments of $131.7B at June 30, before IPO proceeds.

Disclosed compute commitments

~$0.8T

Sum of the individually named contracts and estimates (derived). The filing's own total is still blank. Breakdown →

Founder voting control

50.1%

One Class F share held by the seven co-founders' LLC. No time-based sunset. Terms →

Revenue trajectory and mix

Revenue rose every quarter shown. About 80% is consumption-based ("pay-for-intelligence", metered in tokens). The rest is subscriptions, generally for 12 months or less. The company says it expects its growth rate to decline, possibly sharply.

Quarterly revenue ($M)

S-1, Quarterly Results of Operations (unaudited)

Revenue mix FULL S-1

ConsumptionSubscription

Other signals from MD&A:

Over 50% of $100K+ customers used both Claude Platform and a first-party app in Q3 2026, up from ~30% in Q4 2025.
Model versions released in the prior six months drove over 80% of Q3 2026 revenue.
Seasonality is real: customer spend fell ~20% in the two holiday weeks ended Jan 2, 2026.

S-1, MD&A: How We Generate Revenue; Customer Usage Patterns

The margin turn, quarter by quarter

Compute and infrastructure fell from 251% of revenue to 48% in six quarters, because revenue outran compute that was committed 12 to 18 months earlier. Management warns that margins may compress again as new capacity comes online and as it buys more expensive short-term compute.

Adjusted operating margin by quarter

S-1, Quarterly Adjusted Operating Income (Loss). Adds back SBC, non-cash charitable contributions and the Bartz settlement.

Compute & infrastructure as % of revenue

Not a gross margin: this line covers training, research and internal use as well as serving customers.

S-1, Quarterly Statements of Operations as a % of Revenue

Management's own warning. Compute is procured 12 to 18 months ahead and expensed as it comes online "often in large, discrete steps." The S-1 says operating margin and adjusted operating margin "may compress" in those periods, and that more short-term compute in the near term will compress margins too. Don't extrapolate the Q2 2026 margin.

Income statement

As filed, in $ millions. Switch between annual/half-year and quarterly views, or show each line as a percent of revenue.

Source: S-1 Summary Consolidated Financial Data and Quarterly Results. Stock-based comp sits in Personnel. Adjusted figures are company non-GAAP measures.

Why the net loss is $80.7B

It's mainly a valuation mark, not an operating problem. Amazon holds $6.2B of convertible notes that convert at fixed prices of $2.09 and $5.05 per share. Each time Anthropic's valuation rose, the shares those notes convert into were worth more, so the liability was marked up through the P&L. $113.2B of the $132.9B accumulated deficit comes from these marks.

H1 2026: operating loss → net loss ($M)

S-1, Summary Statements of Operations, six months ended June 30, 2026

What it means

Non-cash The $72.4B charge is a mark on instruments. It used no cash. Q2 2026 alone was $59.6B, driven by the Series H valuation step-up.

Now explained The −$8.76B "other expense, net" is the initial recognition and change in fair value of assets and liabilities under the 2026 note purchase agreements with Google, Amazon and Broadcom. It's also non-cash, and the company adds it back in adjusted net income ($2.98B in Q2 2026).

But real The Amazon notes convert into about 1.84B Class N shares (before Amazon's 12% ownership cap). The markup is value going to Amazon, and it shows up as dilution.

Screen risk GAAP EPS of −$39.88 for H1 will mislead quant screens. These marks continue until the notes convert or settle, and notes the cap keeps from converting roll over and convert quarterly after the IPO.

Customers and concentration

The number of $100K+ customers went from about 20 to more than 11,900 in under three years. Concentration is falling: no customer exceeded 10% of revenue in the first nine months of 2026, and the top five's share dropped from about 36% to about 21% in two quarters.

$100K+ customers

11,900+

vs 950+ a year earlier

$1M+ customers

1,900+

$10M+ customers

~250

Net revenue retention

~900%

$100K+ customers over time

Share of total revenue from $100K+ customers: 90% (2023), 57% (2024), 76% (2025). TTM Sept 2026 is blank. The rest comes from about 40 million smaller customers.

S-1, MD&A: Key Factors; Quarterly Trends

Concentration and penetration

Q1 2026

Top 5: ~36%

Q3 2026

Top 5: ~21%

Top 5 customersEveryone else

No customer was over 10% of revenue for the nine months ended Sept 30, 2026. Revenue from each of the top five still hit a record in Q3.
Over 50% of the Fortune 500 and over 30% of the Global 2000 are $100K+ customers.
Anthropic's revenue from those Fortune 500 customers averages under 0.1% of their total expenses (under 1% for the top 10). The company's pitch is that this leaves a lot of room to grow.
Channel: customers can buy direct or through the AWS, Google Cloud and Azure marketplaces. Anthropic contracts directly and pays each cloud provider a fee, and those fees drove most of the jump in sales, marketing & partnerships.

Cash flow and balance sheet

Operating cash flow turned positive in H1 2026. Most of the $17.2B investing outflow was buying short-term securities, along with rising capex for servers and networking. The company expects capex to "increase significantly" as it builds its own infrastructure (which it calls Anthropic Direct), and to drive "significant net cash used" for the foreseeable future.

Cash flows ($M)

	FY23	FY24	FY25	H1 25	H1 26
Operating	(1,627)	(5,692)	(2,637)	(1,513)	3,929
Investing	(2)	(22)	(3,077)	(49)	(17,181)
Financing	2,320	7,248	19,960	4,749	110,774

S-1, MD&A: Cash Flows. H1 2026 financing was mainly the preferred stock raise (Series H).

Liquidity and debt

$112.4B cash and equivalents plus $19.3B short-term investments at June 30, 2026. Another $2.5B is restricted cash, mostly lease collateral.
$15B senior secured revolver (amended and restated Sept 2026, matures 2031), led by Morgan Stanley. Nothing was drawn on the earlier $3.25B facility at June 30.
Covenant: at least $5.0B of liquidity at every quarter-end, starting Q4 2026. Security and guarantees fall away once Anthropic gets investment-grade ratings from two of the three agencies.
Cross-defaults link the revolver, the Broadcom equipment leases and the convertible notes.
Redeemable convertible preferred of $157.5B converts at the IPO, which wipes out the stockholders' deficit (−$127.6B).

Compute commitments

The single biggest number in the deal. The S-1 leaves the total blank but names each major contract. Added together, the named contracts and estimates come to about $0.8 trillion, more than 17× Q2 2026 revenue annualized. Much of it is non-cancelable and payable whether or not the capacity is used. Hover the bars for terms.

Named compute arrangements ($B)

Committed or contractedCompany estimate, not in the obligations table

S-1, MD&A: Contractual Obligations. Sum is derived: these are not presented as additive, and SpaceXAI, Nscale and Lambda figures are "up to" amounts.

Terms that matter

Take-or-pay. Google (≥$114.5B through July 2033) and Amazon (≥$110B through April 2036) require true-up payments if Anthropic spends less than committed. The Microsoft commitment (≥$44.9B, Nov 2026 to May 2033) also applies "regardless of actual usage."
The flexible one. SpaceXAI (NVIDIA GPUs, up to $120.5B into 2029) runs about $3.1B a month once fully delivered (expected Dec 2026). After the initial terms end in early 2027, either side can cancel on 90 days' notice.
Broadcom leases. ~$161.2B of rent over five-year finance leases for TPU capacity in dedicated facilities. Anthropic can pay part of the rent with Broadcom convertible notes (9% PIK interest).
Neoclouds. Nscale (up to ~$44.6B) and Lambda (~$41.3B). Both depend on the provider getting financing or facility leases in place.
AMD. Over $20B for MI450 Helios systems from 2027, plus an AMD commitment to buy up to $5B of Anthropic stock as delivery milestones are met.
Four chip families (Trainium, TPU, NVIDIA, AMD) run on in-house orchestration software, which reduces dependence on any single vendor.

Financing capacity and dilution

Strategic partners have lined up to $77B of note financing on top of the IPO, plus equity options. Most of it can settle in non-voting Class N shares, typically priced off the post-IPO VWAP. That's dilution that keeps arriving after the listing.

Undrawn note facilities

Broadcom (rent financing)	$42.0B
Google 2026 NPA	$20.0B
Amazon 2026 NPA	$15.0B
Total	$77.0B

Draws depend on milestones. Broadcom notes convert at 90% of 30-day VWAP (85% and 13% interest if revenue conditions are missed). On a change of control, Broadcom can demand 150% of principal in cash.

Equity commitments

Google has an option to buy up to $10B of Class N in a private placement alongside the IPO, at the IPO price. Exercising it reduces the Google note capacity by the same amount.
AMD commits to buy up to $5B of Class N at 30-day VWAP, in tranches tied to GPU deliveries starting in 2027.
Ownership caps: Amazon 12%, Google 14.99%. Each can waive its own cap.

Other dilution sources

Amazon notes: $6.2B converts into about 1.84B Class N shares at $2.09 and $5.05 (or the IPO price if lower).
Public Benefit Fund: 846.8M Class N shares (5%) now, and up to another 2% for every +50% share price milestone. A milestone requires the stock to close above the threshold on 90 of the trailing 120 trading days.
Donation matching: Anthropic matches employee pledges with Class N shares. This cost $541M in 2025. The co-founders have separately pledged 80% of their equity to philanthropy.
Equity plans: a new 2026 plan and ESPP, both with automatic annual increases. RSUs are settled at the IPO, with tax withholding paid from proceeds.

Ownership

Ownership percentages are blank in this draft. Share counts are filed: each of the seven co-founders holds roughly 230–245M Class A shares. Five of them are listed under "Other Selling Stockholders". The shares-offered column is blank for everyone, so how much any founder sells isn't known yet. Amazon and Google don't appear in the 5% table because their Class N shares carry no vote.

Co-founder holdings (Class A, incl. options/RSUs within 60 days)

S-1, Principal and Selling Stockholders, as of Sept 30, 2026. Dario Amodei's figure includes 4.6M shares voted by proxy for donor-advised funds.

Rough math (derived, not filed)

The Public Benefit Fund's 846.8M shares are 5% of fully diluted shares at June 30, 2026. That implies about 16.9B fully diluted shares.

The seven co-founders together hold ~1.69B shares, about 10% of fully diluted, before what they sell in the IPO.
All executives and directors as a group (7 people): 496.4M shares.
At the $965B Series H valuation, that works out to roughly $57 per share. Compare that with the Amazon note conversion prices of $2.09 and $5.05.

2025 executive pay

Dario Amodei, CEO	$17.96M
Daniela Amodei, President	$16.41M
Krishna Rao, CFO	$0.72M

Directors include Reed Hastings, Chris Liddell, Vas Narasimhan and Yasmin Razavi (Spark Capital).

Lock-up schedule

Instead of one 180-day cliff, shares unlock in about 25 staggered tranches. Most are tied to earnings release dates and run over roughly a year. The co-founders and one group of large holders are locked for up to 365 days. Share counts per tranche are blank in this draft.

Release calendar

Day 1 after pricing

First release for non-founder directors, officers and some current and former employees

Days 27, 48, 62, 76

Four early tranches from both the 180-day and 365-day pools

FY2026 earnings +2 trading days est. early 2027

Then +13, +27, +41, +55, +69 days

Q1 2027 earnings or day 180, whichever is first

All remaining 180-day shares unlock

Q1 earnings +34, +48, +62, +76 days

365-day pool continues

Q2 2027 earnings

Then +27, +41, +55, +69, +83 days

Q3 2027 earnings or day 365, whichever is first

All remaining 365-day shares unlock, including the co-founders'

Why it matters

Unlocks are staggered so supply arrives in many small doses instead of one shock. Each one is still a potential overhang. Expect the heaviest flows around the earnings-linked dates, when blackout windows open.

Class N shares aren't listed. They become tradable only when they convert to Class A on transfer to an unaffiliated party, so strategic holdings reach the float through sales, not automatically.

To model supply you need the tranche percentages and the free float. Both are blank until the price range amendment.

Valuation math

The S-1 sets no price. Press reports give two anchors: the Series H at $965B post-money and Wall Street talk of up to $2T (Reuters, as reported). Slide to see implied multiples. This is a back-of-envelope tool: the share count is derived, not filed.

Equity value

$965B

Anchors: $965B Series H · $2T press estimate

Revenue basis

IPO primary raise ($B)

$50B

Press has floated up to $100B. The S-1 leaves it blank.

Equity / revenue–

EV / revenue–

Pro forma cash–

Implied $/share–

EV ≈ equity value − ($131.7B June 30 cash & ST investments + primary raise). $/share ≈ equity value ÷ ~16.9B fully diluted shares (derived from the 5% Public Benefit Fund grant), ignoring new IPO shares. Ignores compute commitments, which act like debt-like obligations.

Control and governance

Class A holders get economics and one vote per share, capped together at 49.9% of the vote. The Founder LLC holds a fixed 50.1%, and the Long-Term Benefit Trust elects a board majority. Neither control share carries economic rights, and neither expires on a date.

Class A

Public float. One vote per share, 49.9% of the vote in aggregate.

Econ

Yes

Vote

49.9%

Class N

Strategic partners, Public Benefit Fund, donation match. Converts to A on sale to an unaffiliated party.

Econ

Yes

Vote

None

Class F

1 share · Founder LLC. Each continuing founder gets one vote on how it's cast.

Econ

None

Vote

50.1%

Class T

1 share · LTBT. Elects the Class T directors, a board majority.

Econ

None

Vote

Board

Class E

For employees (excl. co-founders). None outstanding at IPO.

Econ

None

Vote

Limited

When founder control ends FULL S-1

Not on a date. Founder control ends only when there have been fewer than three continuing founders for 90 consecutive days. A 450-day transition period then starts, and when it ends Class F is redeemed for nothing.

A co-founder drops out by resigning, dying or becoming incapacitated, being removed for cause (including competing), or holding less than 2% of their IPO-date Class A stake. That last bar is low: a founder could sell 98% and keep their seat. Successor members are capped at 10 years.

Long-Term Benefit Trust

Five financially disinterested trustees, who are prohibited from owning Anthropic stock. Their pay is a reasonable cash amount, not tied to profits. The trust elects the board majority but has no say over day-to-day management.

Class T lasts indefinitely. It ends only by amendment, termination or redemption, which needs approval from a "Trust Amendment Threshold" of trustees and specified majorities of shareholders.

What changes after the founder sunset

The board becomes classified (staggered). Amending some charter and bylaw provisions then needs a 66⅔% vote of Class A. Until then, the Founder LLC decides every general stockholder vote, including any merger or sale of the company. Even after the founder sunset, the trust still elects the board majority.

PBC duty: directors must balance stockholders' financial interests against those affected by the company and its purpose, "the responsible development and maintenance of advanced AI for the long-term benefit of humanity."

Index and stewardship implications. Nasdaq "controlled company" status, with the exemption from an independent nominating/governance committee. The structure has a fixed founder vote, a trust-elected board, non-voting strategic shares and no time-based sunset. Some index methodologies and stewardship policies screen on exactly these features. Check your mandate before sizing.

Material risks

Ranked by how directly they hit the investment case, using details from the full Risk Factors section (pp. 26–120). Click any row for the read-through.

Offering terms

Deal

Security	Class A common stock
Exchange / ticker	Nasdaq Global Select / ANT
Shares offered	Blank (primary + secondary)
Price range	Blank
Selling stockholders	Includes co-founders; amounts blank. The company gets no proceeds from them
Concurrent private placement	Google option, up to $10B of Class N at the IPO price
Filer status	Not an emerging growth company
Counsel	Wilson Sonsini (company) · Freshfields (underwriters)

Use of proceeds

General corporate purposes, working capital, opex, capex including compute and infrastructure, hiring and retention, possible acquisitions (none agreed), and tax withholding on RSUs settled at the IPO.

Syndicate (23 banks)

Goldman Sachs, Morgan Stanley (leads); J.P. Morgan, Citigroup, Barclays, Wells Fargo, BofA, Deutsche Bank, RBC, UBS, BMO, BNP Paribas, Crédit Agricole, Jefferies, Mizuho, MUFG, Société Générale, TD, BTIG, Cantor, Capital One, Macquarie.

What's still blank

This is a preliminary prospectus. These numbers should arrive in the price-range amendment, and they're the ones to wait for before sizing.

Deal and cap table

Price range, shares offered, greenshoe, net proceeds
Pro forma share counts by class; ownership and voting percentages
Co-founders' combined voting power after the IPO
Share counts in each lock-up tranche
Option count and weighted-average exercise price

Financials

Q3 2026 revenue (the MD&A cites it, but the figure is blank)
Run-rate revenue figure
Contractual obligations table: the total, the next-12-month amount and the pre-2031 amount
Liquidity at Sept 30, 2026 and the remaining partner financing capacity
Share of TTM revenue from $100K+ customers