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Anthropic's S-1 Explained: Revenue, Compute Commitments and Who Controls the Company

Anthropic's amended IPO filing puts audited numbers next to the company's own story. Read in order, it shows a fast-growing revenue line, a loss that is mostly accounting, a very large compute bill and a voting structure that keeps control away from public shareholders.

Editorial desk

Published 8 min read

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Anthropic's S-1 is now public, and the amended version filed on 2 November 2026 is the most detailed account the company has given of its business. It contains audited annual results for 2023 to 2025, unaudited results to 30 September 2026, its compute commitments, and a governance structure the company itself calls novel. This article reads Amendment No. 1 in five passes: revenue, the loss, compute commitments, concentration and control.[1]

What was filed: Anthropic announced on 26 October that it had filed a registration statement on Form S-1 for an initial public offering of Class A common stock, to be listed on the Nasdaq Global Select Market under the symbol "ANT".[3] The EDGAR index shows a draft registration statement dated 1 June 2026, five draft amendments, the public S-1 on 26 October and the S-1/A on 2 November.[2] The price range, share counts and proceeds are still blank. That is normal for a preliminary prospectus: SEC Rule 430 allows one to omit "the offering price, underwriting discounts or commissions" and other matters that depend on the price.[4] Every figure below is the company's own, as stated in the S-1/A read on 4 November 2026; percentages and ratios marked as ours are our arithmetic. This is a reading of a document, not investment advice.

The numbers that matter, in one table

PeriodRevenueCompute and infrastructureOperating income (loss)Net loss
Year 2024$386M$2,522M$(2,980)M$(8,309)M
Year 2025$4,585M$7,326M$(8,060)M$(41,965)M
Q1 2026$4,731M$3,387M$(1,667)M$(14,439)M
Q2 2026$11,555M$5,558M$974M$(66,309)M
Q3 2026$16,956M$9,863M$(567)M$(23,291)M
Nine months 2026$33,242M$18,808M$(1,260)M$(104,039)M

Source: the S-1/A's summary and quarterly statements of operations.[1] The filing describes the growth as revenue rising "from $0 at commercial launch in the first quarter of 2023 to $17.0 billion for the three months ended September 30, 2026".[1] It splits growth into consumption-based and subscription-based revenue: of the $30.7 billion nine-month increase, $24.2 billion was consumption and $6.5 billion subscription.[1] By our arithmetic, September-quarter revenue was about 12 times the $1,382 million of the same quarter in 2025.

Check 1: separate the operating result from the accounting loss

The headline loss is large and mostly not about running the business. Of the $104.0 billion nine-month net loss, $94.3 billion is a "change in fair value of convertible notes, derivative liabilities, and SAFEs". The filing says these changes "were primarily driven by an increase in the fair value of our outstanding convertible promissory notes resulting from an increase in our enterprise valuation".[1] A further $10.4 billion of other expense in 2026 is attributed to "the initial fair value recognition and subsequent change in fair value of the assets and liabilities recognized under the partner financing arrangements".[1]

The operating line tells a different story. The nine-month operating loss was $1.26 billion, with an operating profit of $974 million in the June quarter, and net cash provided by operating activities was $6.6 billion, against cash used of $2.6 billion in 2025.[1]

The company also reports non-GAAP figures. Adjusted Operating Income was $4.1 billion for the nine months, a 12% margin. It excludes stock-based compensation ($3.3 billion), non-cash charitable contributions ($2.1 billion, linked to an employee donation matching programme) and, in 2025, a $1.5 billion charge to settle the Bartz copyright infringement suit.[1] Our reading is that both views are needed: the fair-value charges are non-cash and tied to instruments that the filing's pro forma presentation treats as converting at the IPO, but stock-based compensation is a real cost to shareholders. The filing discloses $24.1 billion of unrecognised RSU compensation expected to be recognised over about two years.[1]

Check 2: compute is the cost base, and it moves around

Compute and infrastructure was 57% of revenue in the first nine months of 2026, down from 172% a year earlier, according to the filing.[1] By quarter it was not a smooth decline. Our arithmetic from the quarterly table gives about 72% in Q1, 48% in Q2 and 58% in Q3. The filing attributes the rise in this expense to "the delivery of committed compute throughout the first nine months of 2026 under our CSP arrangements".[1] So margins depend on when contracted capacity arrives as well as on demand.

The company describes managing compute "as a single, fungible pool" across "AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs".[1] For why those chip families differ, see our GPU vs TPU explainer.

Check 3: what the $895.4 billion of commitments actually contains

The largest number in the filing is not revenue. As of and after 30 September 2026, Anthropic reports purchase commitments and leases "with an aggregate committed spend of approximately $895.4 billion, substantially all of which is related to compute and infrastructure".[1] The contractual obligations section breaks it down:

ComponentAmountNote in the filing
Contractual obligations table (leases and purchase commitments)$320.0BMostly CSP hosting and infrastructure service agreements
Short-term commitments (one year or less, or cancellable)$17.4BNot in the table
Leases signed but not yet commenced$451.2BExpected to start 2026 to 2028, weighted-average term about 10 years
Commitments entered into after 30 September 2026$100.2BMainly data centre leases and hosting agreements
Short-term agreements after 30 September 2026$6.6BMinimum payments

These components add up to about $895.4 billion.[1] The filing adds three qualifiers. About $447.5 billion is expected before 31 December 2030 and $69.8 billion in the 12 months after 30 September 2026. About $213.8 billion "relates to arrangements that are subject to either exercisable termination rights or contingent conditions prior to commencement", such as the counterparty securing financing or approvals. And arrangements without a fixed dollar commitment are excluded, with estimated payments of "approximately $150 billion to $175 billion".[1]

Our reading: set against $131.8 billion of cash and short-term investments at 30 September, the commitments are roughly 6.8 times the cash balance (our arithmetic). The company is betting that revenue growth funds them. The next 12 months' $69.8 billion is the figure to compare with operating cash flow in each future quarterly report. For how data centre power shapes this kind of build-out, see our article on data center electricity use.

Check 4: concentration in customers, channels and partners

  • Customers: no customer exceeded 10% of nine-month revenue, but "our top five customers represented approximately 25%". The share of quarterly revenue from customers outside the top five rose from about 64% in Q1 2026 to about 79% in Q3.[1]
  • Large accounts: more than 11,900 customers paid $100,000 or more over the trailing twelve months (up from more than 950 a year earlier), more than 1,900 paid $1 million or more, and about 250 paid $10 million or more. Customers at $100,000 and above provided about 74% of nine-month revenue.[1]
  • Channels: sales through cloud marketplaces were about 44% of nine-month revenue and 52% of net accounts receivable. The filing warns that its reliance on a few cloud providers "some of which have strategic and investment relationships with us and are our customers, creates complex dynamics that could give rise to conflicts of interest".[1]
  • Debt: total indebtedness was $6.2 billion of convertible notes issued to Amazon, expected to settle in shares, and the company "may issue up to an additional $77.0 billion of convertible promissory notes, subject to applicable conditions".[1]
  • Release cadence: model versions released in the six months to 30 September "accounted for over 80% of our revenue" for the September quarter.[1] Our reading is that revenue depends heavily on continually shipping new models, which ties the commitments in Check 3 to research output as well as to demand.

The risk factors carry the same themes. SEC Item 105 requires a discussion of "the material factors that make an investment in the registrant or offering speculative or risky".[5] Anthropic's summary includes a factor that most software prospectuses would not need: its models "may behave in unintended, misaligned, or autonomous ways, including by taking harmful actions that no user or third party directed".[1] For a method that applies to any AI company's filing, see our guide on how to read an AI infrastructure S-1.

Check 5: who controls the company after the IPO

Anthropic is a Delaware public benefit corporation. Its directors must balance stockholders' financial interests, "the best interests of those materially affected by our conduct" and its stated public benefit purpose.[1] The share classes allocate control as follows:

ClassHolderVotesEconomic rights
Class APublic and existing holdersOne vote per shareYes
Class NPrimarily strategic business partnersNone, except as required by lawYes, converts to Class A on sale to an unaffiliated party
Class T (1 share)Long-Term Benefit TrustElects and removes the Class T directors, a majority of the boardNone
Class F (1 share)Founder LLC of the seven co-founders50.1% of total voting power on general mattersNone
Class EEmployees other than co-foundersCertain limited matters onlyNone

Source: the S-1/A cover page, offering summary and description of capital stock.[1] The filing states that "collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors" and that Anthropic will be a "controlled company" under Nasdaq rules.[1] The Class F share becomes redeemable at the end of a transition period that starts once there have been fewer than three "Continuing Founders" for 90 consecutive days, or earlier by a founder supermajority decision or the LLC's dissolution.[1] The trust has no decision-making authority in "the day-to-day management or strategy setting of the company"; its role is to select directors and offer advice.[1]

Two further features set equity aside for public-benefit purposes. Anthropic contributed 846,840,960 Class N shares, 5% of fully diluted shares as of 30 June 2026, to a wholly owned Anthropic Public Benefit Fund. Its board may issue up to a further 2% each time the share price rises 50% above the previous milestone, starting from the IPO price.[1] The co-founders have also each pledged to give 80% of their personal equity to philanthropic causes.[1]

Our reading is that a Class A buyer gets economic exposure and very little control. That is a deliberate trade-off, and the filing says so plainly in its risk factors.

What the filing does not tell you yet

  • Price and valuation: no price range, share count or proceeds have been filed yet, which Rule 430 permits before the registration becomes effective.[1][4]
  • Use of proceeds: described only as general corporate purposes, including "investments in compute and infrastructure", hiring and tax withholding on RSU settlement.[1]
  • Pro forma figures: the pro forma columns, which show the effect of preferred stock and note conversion, are still empty.[1]
  • Stability of the text: the cover states that "the information in this preliminary prospectus is not complete and may be changed", so figures here should be re-checked against the final prospectus.[1]

For other ways to test an AI company's claims against filings, see our guides on SEC Form D funding notices and AI-washing enforcement cases, and the startups topic page.

Frequently asked questions

When did Anthropic file its S-1?
The EDGAR index lists a public Form S-1 on 26 October 2026 and Amendment No. 1 (S-1/A) on 2 November 2026, after a draft registration statement dated 1 June 2026 and five draft amendments.[2]
What was Anthropic's revenue according to the S-1?
$4.585 billion for 2025 and $33.242 billion for the nine months ended 30 September 2026, including $16.956 billion in the September 2026 quarter.[1]
Why is Anthropic's net loss so large if its operating loss is small?
Most of the nine-month net loss of $104.0 billion is a $94.3 billion change in the fair value of convertible notes, derivative liabilities and SAFEs, which the filing attributes mainly to the rise in its enterprise valuation. It is a non-cash charge.[1]
Will public shareholders control Anthropic?
No. The filing says the Founder LLC's Class F share carries 50.1% of the total voting power on general matters and the Long-Term Benefit Trust elects a majority of the board, and that Anthropic will be a controlled company under Nasdaq rules.[1]
What is the IPO price for Anthropic?
The amended filing leaves the price range, share counts and proceeds blank. SEC Rule 430 allows a preliminary prospectus to omit the offering price and matters that depend on it.[1][4]

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Referenced sources

  1. 1.
    Anthropic, PBC, Form S-1/A (Amendment No. 1 to Form S-1 registration statement)(opens in a new tab)

    U.S. Securities and Exchange Commission (EDGAR)Primary sourcePublished Nov 2, 2026Accessed Oct 3, 2026

  2. 2.
    Anthropic, PBC (CIK 0002130357), EDGAR filing index(opens in a new tab)

    U.S. Securities and Exchange Commission (EDGAR)GovernmentPublished Nov 2, 2026Accessed Oct 3, 2026

  3. 3.
  4. 4.
    17 CFR 230.430, Prospectus for use prior to effective date(opens in a new tab)

    Electronic Code of Federal RegulationsGovernmentPublished Nov 4, 2026Accessed Oct 3, 2026

  5. 5.
    17 CFR 229.105 (Item 105 of Regulation S-K), Risk factors(opens in a new tab)

    Electronic Code of Federal RegulationsGovernmentPublished Nov 4, 2026Accessed Oct 3, 2026

ANTM Editorial

Editorial desk

The editorial desk at AI's Next Top Model. Every article is sourced to primary documents and approved by an editor before publication. See the editorial policy for how we work.