Anthropic 向美國證券交易委員會提交 S-1，申請在 Nasdaq 上市

Anthropic, PBC publicly 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 its Class A common stock. The company has applied to list the shares on the Nasdaq Global Select Market.

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

The Offering’s Structure

The preliminary prospectus covers Class A common stock to be sold by Anthropic and by selling stockholders identified in the document. Anthropic will not receive any proceeds from shares sold by the selling stockholders, and prior to this offering there has been no public market for the Class A common stock. The number of shares to be offered and the estimated price range are blank, and the document states the information is not complete and may change. The registrant checked non-accelerated filer status.

The cover names underwriters 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 are listed as counsel. The offering also extends to Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland and the United Kingdom.

Business and Financial Profile

Anthropic was founded in 2021 and 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,” with revenue growing from $0 at commercial launch.

The filing reports more than 11,900 customers generating $100,000 or more in trailing-twelve-month revenue as of September 30, 2026, along with more than 1,900 customers at $1 million or more and approximately 250 at $10 million or more. Net Revenue Retention stood at approximately 900% as of that date, according to the filing, which defines the metric as current-period revenue from qualified customers divided by their revenue in the corresponding year-earlier period, excluding Claude Pro and Max subscribers.

Revenue grew 1,368% year over year for the three months ended June 30, 2026, while compute and infrastructure expenses grew 300% over the same period, the filing states. It reports trailing-twelve-month revenue per employee of more than $6.6 million as of September 30, 2026, compared with $1.4 million as of September 30, 2025. As of June 30, 2026, Anthropic had raised an aggregate of $141.1 billion in capital and held $112.4 billion in cash and cash equivalents plus $19.3 billion in short-term investments.

Claude is distributed through joint go-to-market arrangements with Amazon Web Services, Google Cloud Platform and Microsoft Azure, and through systems integrators including Accenture, Deloitte, KPMG and PwC, the data platforms Salesforce and Snowflake, and Ode with Anthropic, a services venture launched with private equity partners. Claude Code entered research preview in February 2025 and Claude Cowork in January 2026, and the company began merging Claude Cowork and Claude.ai in September 2026. Anthropic reports that Claude Cowork adoption outpaced Claude Code at the equivalent point after its research preview, and that Claude Opus 5.5 reduced customer costs per task by approximately 40% compared with Claude Opus 5.

Governance and Public Benefit Framework

Anthropic is incorporated as a Delaware public benefit corporation whose certificate of incorporation identifies its public benefit purpose as “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.” Its Long-Term Benefit Trust, implemented in 2023 as a body of five financially disinterested trustees, generally has authority through Class T common stock to elect and remove the Class T directors, who together constitute a majority of the authorized board members.

Immediately before the offering closes, Anthropic will issue a single share of Class F common stock to a Founder LLC whose initial sole members are its seven co-founders: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. That share carries votes equal to 50.1% of total voting power on matters submitted to stockholders generally. Class A stock carries one vote per share. Class N shares, held primarily by strategic business partners, carry no general voting rights and convert to Class A upon transfer to an unaffiliated third party. Class E shares reserved for employees carry limited voting rights. The 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 governance rules; the filing states the company expects to rely only on the exemption for its nominating and corporate governance committee, and that its board currently has a majority of independent directors with fully independent audit and compensation committees.

Anthropic contributed 846,840,960 Class N shares, representing 5% of its 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 has approved discretionary issuances of up to an additional 2% of outstanding shares each time the share price appreciates 50% above the prior milestone, beginning with the initial public offering price. Each co-founder has pledged to dedicate 80% of their personal Anthropic equity to philanthropic causes, and a separate program matches employee equity pledges to charity with Class N shares.

Risks and Path to Listing

The filing’s risk-factor summary cites dependence on developing advanced models and securing adequate compute, retention of co-founders and key technical employees, competition, potential misuse of its models or failure of safeguards, misaligned or autonomous model behavior, customer and distribution-channel concentration, limited operating history, an evolving regulatory and political environment, reliance on cloud providers that are also investors and customers, and the concentration of voting power in the Long-Term Benefit Trust and the Founder LLC.

The public filing follows Anthropic’s June 1, 2026 announcement that it had confidentially submitted a draft registration statement to the SEC under Rule 135, when the company said the number of shares and the price had not been set and that any offering would depend on market conditions.

The securities may not be sold until the registration statement becomes effective. The cover states the proposed public sale is expected to commence as soon as practicable after effectiveness.