Anthropic sets its IPO at $70 to $78 a share, with $26 billion more from its chip and cloud suppliers
A new SEC filing fills in the blanks of Anthropic's Nasdaq listing: 825 million shares, a seven-company private placement, and a voting structure that keeps control with the founders and a trust.
Anthropic launched the roadshow for its initial public offering on Tuesday, and with it put the first hard numbers on the deal. A second amendment to its S-1, filed with the SEC the same morning, sets an expected price of $70 to $78 per share for 825 million Class A shares, to be listed on the Nasdaq Global Select Market under the ticker ANT. The company confirmed the launch in a short notice on its newsroom.
The original S-1, filed on October 26, described the business and the governance structure but left the share count and the price blank, as did a first amendment on November 2. Today's filing fills those gaps and adds something the earlier versions did not spell out: a $26 billion private placement with seven of the companies that make or sell Anthropic its compute.
The terms
- Shares offered: 825,000,000 Class A shares. Of those, 801,351,354 are new shares sold by Anthropic and 23,648,646 are sold by existing stockholders, whose proceeds go to them, not to the company.
- Price range: $70.00 to $78.00. At those prices the 825 million shares add up to between roughly $57.8 billion and $64.4 billion (Promptea's arithmetic, before fees).
- Underwriters' option: up to 123,750,000 additional shares from Anthropic within 30 days.
- Banks: Goldman Sachs and Morgan Stanley are listed first in a syndicate of more than 20 firms, including J.P. Morgan, Citigroup and Barclays.
- Insider interest: some board members and affiliated entities have signaled interest in buying up to $303 million of stock in the offering. The filing notes these are not binding commitments.
The filing is still preliminary. The registration statement has not been declared effective, no shares can be sold until it is, and the final price can land outside the range. CNBC reports the offering is expected in mid-November, but the filing itself gives no pricing date.
A $26 billion placement from the compute supply chain
Alongside the public offering, Anthropic says it has agreements with AMD, Broadcom, Google, Micron, Microsoft, NVIDIA and TSMC Partners to buy a combined $26.0 billion of Class N common stock at the IPO price. The placement is set to close immediately after the offering, and the filing specifies that Google's part funds a portion of investment it had already committed to under an earlier agreement. The filing does not break down how much each company is buying.
Class N shares carry the same economics as Class A but no vote, and convert to Class A when sold to an unaffiliated third party. These shares are not registered in the offering and are not covered by the underwriters' lock-up, though they are restricted securities that can only be resold under a registration or an exemption.
Combining both pieces, Anthropic estimates its net proceeds at about $84.6 billion at the $74 midpoint, or about $93.7 billion if the underwriters exercise their full option. It plans to use the money for general corporate purposes, naming compute and infrastructure, hiring and retention, and possible acquisitions, and says it has no agreements for any material acquisition right now. About $3.8 billion would go to cover tax withholding on employee restricted stock units that settle at the IPO.
What the company is worth, depending on who counts
The filing does not state a valuation. CNBC calculates that the top of the range would value Anthropic at up to $1.405 trillion on a fully diluted basis, compared with the $965 billion valuation of a funding round in May. Other outlets have published very different figures, so treat any single valuation number with caution until the deal prices. What the filing does say is that the 825 million shares sold to new investors would be about 6.3% of all Class A and Class N shares outstanding afterward: a small float for a company of this size.
Who controls it after the IPO
Public buyers will not get a say in proportion to their money. A single Class F share held by an LLC of Anthropic's seven co-founders will carry 50.1% of the total voting power on general matters, including the election of the directors not chosen by the trust. Separately, the Long-Term Benefit Trust, a body of financially disinterested trustees, holds a Class T share that lets it elect and remove directors who make up a majority of the board. A separate Class E stock for employees other than the co-founders votes only on limited matters and has no economic rights. Anthropic will be a "controlled company" under Nasdaq rules, which lets it skip some board-independence requirements.
As a Delaware public benefit corporation, Anthropic is also legally required to balance shareholder returns against its stated purpose, "the responsible development and maintenance of advanced AI for the long-term benefit of humanity".
The financial backdrop
The numbers behind the roadshow are the ones that were already in the S-1 that Promptea covered in October. Anthropic reported $33.2 billion in revenue for the first nine months of 2026, up 1,206% year over year, against $34.5 billion in operating expenses, of which $18.8 billion went to compute and infrastructure. The net loss for the period was $104 billion, most of it from a $94.3 billion non-cash charge for changes in the fair value of convertible notes and derivatives as the company's valuation rose. The operating loss was $1.3 billion. The company itself warns in the filing that it does not expect revenue to keep growing at comparable rates.
Why the supply-chain investors matter
The list of placement buyers reads like a bill of materials for frontier AI: GPUs and accelerators (NVIDIA, AMD, Google), custom silicon (Broadcom), memory (Micron), fabrication (TSMC) and cloud (Microsoft, Google). That mirrors where the money goes, since compute is the largest single cost line in the filing. It also ties the companies that sell Anthropic its capacity more closely to its share price. The filing does not say whether the placement is linked to any new compute purchase commitments, and Promptea has not seen evidence that it is.
Why this matters
- A public-market price range for one of the main frontier AI labs gives developers and buyers a reference point for how investors value model companies.
- The $26 billion placement makes Anthropic's chip, memory, foundry and cloud suppliers direct shareholders, deepening the links between the lab and the companies that sell it compute.
- Founder and trust voting control means public shareholders will have limited influence over model, safety and pricing decisions after the listing.
Key takeaways
- 825 million Class A shares at an expected $70 to $78, Nasdaq ticker ANT; underwriters can buy 123.75 million more.
- AMD, Broadcom, Google, Micron, Microsoft, NVIDIA and TSMC Partners agreed to buy $26 billion of non-voting Class N stock at the IPO price.
- Anthropic estimates net proceeds of about $84.6 billion at the $74 midpoint, mainly for compute, infrastructure and hiring.
- A founders' Class F share carries 50.1% of the vote, and the Long-Term Benefit Trust elects a board majority.
- The terms are preliminary: the registration is not yet effective and the final price can fall outside the range.
Sources
- U.S. Securities and Exchange Commission (EDGAR)PrimaryAnthropic, PBC - Form S-1/A (Amendment No. 2)sec.gov
- AnthropicPrimaryAnthropic launches roadshow for proposed initial public offeringanthropic.com
- CNBCAnthropic sets price range of $70 to $78 in upcoming IPO as AI lab marches towards Nasdaqcnbc.com