Deals & IPOs

Anthropic Files S-1 for Nasdaq IPO With 1,368% Revenue Growth

Anthropic filed its S-1 on October 26, 2026, for a Nasdaq IPO, posting 1,368% revenue growth and a 900% net revenue retention rate while founders keep 50.1% voting control.

By Nathan Brooks

5 min read

Anthropic Files S-1 Registration Statement for Nasdaq IPO - Unite.AI
Anthropic Files S-1 Registration Statement for Nasdaq IPO - Unite.AIAhmadArdity / pixabay

What's News

  • Anthropic filed an S-1 with the SEC on October 26, 2026 for a Nasdaq Global Select Market IPO of Class A shares.
  • Revenue grew 1,368% year over year for the quarter ended June 30, 2026; net revenue retention was approximately 900%.
  • A single Class F share held by the seven co-founders' LLC will carry 50.1% of total voting power.
  • Anthropic held $112.4 billion in cash and equivalents plus $19.3 billion in short-term investments as of June 30, 2026.
  • The company reports over 11,900 customers generating $100,000 or more in trailing-twelve-month revenue.

Anthropic, PBC filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 26, 2026, for an initial public offering of Class A common stock on the Nasdaq Global Select Market. The filing shows a company scaling at a pace most public-market investors have never underwritten: revenue up 1,368% year over year for the three months ended June 30, 2026.

SEC records show the 87-document submission, filed under the Securities Act of 1933, was accepted at 9:00:11 a.m. Eastern. The Delaware-incorporated registrant lists principal executive offices on Market Street in San Francisco, with CEO and co-founder Dario Amodei and President and co-founder Daniela Amodei named as agents for service.

What does the offering actually look like?

The preliminary prospectus covers Class A shares sold by Anthropic and by selling stockholders named in the document. Anthropic receives no proceeds from the selling stockholders' shares. Share count and price range are blank, and the company checked non-accelerated filer status.

The underwriting syndicate is unusually wide: Goldman Sachs & Co. LLC, Morgan Stanley, J.P. Morgan, Citigroup, Barclays, Wells Fargo Securities, BofA Securities, Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, BMO Capital Markets, BNP Paribas, Credit Agricole CIB, Jefferies, Mizuho, MUFG, Societe Generale, TD Securities, BTIG, Cantor, Capital One Securities and Macquarie Capital. Wilson Sonsini Goodrich & Rosati and Freshfields US LLP serve as counsel. The offering extends to Australia, Canada, certain EEA member states, Japan, Switzerland and the United Kingdom.

The growth numbers behind the filing

Founded in 2021, Anthropic commercially launched its Claude models in the first quarter of 2023. The prospectus describes Claude's uptake as "the fastest enterprise adoption of any technology in history."

The customer cohort math is the story. As of September 30, 2026, Anthropic reports:

  • More than 11,900 customers generating $100,000 or more in trailing-twelve-month revenue
  • More than 1,900 customers at $1 million or more
  • Approximately 250 customers at $10 million or more

Net revenue retention stood at approximately 900%, meaning customers who spent a dollar a year ago are spending roughly nine dollars now — expansion, not churn, is driving the business. That figure excludes Claude Pro and Max subscribers.

Compute and infrastructure expenses grew 300% over the same June-quarter period, well behind the 1,368% revenue growth. Trailing-twelve-month revenue per employee exceeded $6.6 million as of September 30, 2026, up from $1.4 million a year earlier — nearly a fivefold jump in operating leverage. As of June 30, 2026, Anthropic had raised an aggregate $141.1 billion in capital and held $112.4 billion in cash and equivalents plus $19.3 billion in short-term investments.

Distribution: clouds, integrators and a PE venture

Claude reaches the market through joint go-to-market arrangements with Amazon Web Services, Google Cloud Platform and Microsoft Azure. Systems integrators include Accenture, Deloitte, KPMG and PwC, alongside the Salesforce and Snowflake data platforms. Anthropic also runs Ode with Anthropic, a services venture launched with private equity partners.

On the product side, Claude Code entered research preview in February 2025 and Claude Cowork in January 2026. The company began merging Claude Cowork and Claude.ai in September 2026, and reports that Cowork adoption outpaced Claude Code at the equivalent point after its research preview. Claude Opus 5.5 cut customer costs per task by roughly 40% compared with Claude Opus 5.

Who really controls the company after listing?

Here's what matters for anyone buying the stock. Anthropic is a Delaware public benefit corporation whose charter names its purpose as "the responsible development and maintenance of advanced AI for the long-term benefit of humanity."

The Long-Term Benefit Trust, established in 2023 with five financially disinterested trustees, holds Class T stock that generally lets it elect and remove directors who constitute a board majority. Immediately before the offering closes, Anthropic will issue a single Class F share to a Founder LLC whose initial sole members are the seven co-founders: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. That one share carries 50.1% of total voting power on matters submitted to stockholders generally.

Class A stock gets one vote per share. Class N shares, held mainly by strategic partners, carry no general voting rights and convert to Class A when transferred to an unaffiliated third party. Class E shares for employees carry limited voting rights. Class T, Class F and Class E shares carry no economic rights.

Because the trust can elect a board majority, Anthropic qualifies as a controlled company under Nasdaq rules. The filing says it will rely only on the controlled-company exemption for its nominating and corporate governance committee, and that the board currently has a majority of independent directors with fully independent audit and compensation committees.

The philanthropy commitments are written into the cap table

Anthropic contributed 846,840,960 Class N shares — 5% of fully diluted shares as of June 30, 2026, assuming full conversion of the Amazon Notes — to the Anthropic Public Benefit Fund, a wholly owned subsidiary. The board approved discretionary issuances of up to an additional 2% of outstanding shares each time the share price rises 50% above the prior milestone, starting at the IPO price. Each co-founder has pledged 80% of their personal Anthropic equity to philanthropy, and a separate program matches employee equity pledges to charity with Class N shares.

What could go wrong?

The risk-factor summary cites dependence on developing advanced models and securing adequate compute, retention of co-founders and key technical staff, competition, potential misuse of models or safeguard failures, misaligned or autonomous model behavior, and customer and distribution-channel concentration. It also flags limited operating history, an evolving regulatory environment, reliance on cloud providers that are simultaneously investors and customers, and the concentration of voting power in the trust and Founder LLC.

The public filing follows Anthropic's June 1, 2026 announcement of a confidential draft submission under Rule 135, when the company said share count and price had not been set and any offering would depend on market conditions. Securities may not be sold until the registration statement becomes effective, with the public sale expected to commence as soon as practicable after that. For practitioners, the blank price range means the real signals — valuation, float and insider sell-down — will arrive in the amended filings.

Source: GN: Startup IPO

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Nathan Brooks

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News editor covering regulation, policy and their impact on entrepreneurship, startups and venture funding at Business Bearings.

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