Tormere Filing Review
October 27, 2026
Prepared by Tormere Research:Communications (TR:C)

Anthropic files its S-1 publicly: first-half revenue of $16.3 billion, a positive Adjusted Operating Margin, and a three-tier control structure

Anthropic, PBC made its registration statement public on October 26, 2026 (File No. 333-299633), nearly five months after the June 1 confidential submission covered in our October 1 note. The prospectus shows revenue of $16,286 million for the six months ended June 30, 2026, against $1,163 million a year earlier. The GAAP operating loss narrowed to $693 million, and Adjusted Operating Income turned positive at $1,618 million (a 10% margin). Class A shares are to list on the Nasdaq Global Select Market under the symbol "ANT", with Goldman Sachs and Morgan Stanley first among 22 underwriters. The price range, share count, third-quarter revenue and total compute commitments are all still blank, so this filing does not yet support a valuation at the offer.

Results of operations
Form S-1, filed Oct 26, 2026
$ millionsFY2023FY2024FY2025H1 2025H1 2026
Revenue413864,5851,16316,286
Compute and infrastructure4332,5227,3262,3348,945
Personnel954541,8395383,152
Sales, marketing, and partnerships2435681203,168
Other operating and administrative623471,4123061,714
Bartz settlement--1,500--
Operating loss(551)(2,980)(8,060)(2,135)(693)
Change in fair value of notes, derivatives, SAFEs(1,045)(5,434)(34,308)(10,942)(72,388)
Net loss(1,531)(8,309)(41,965)(12,969)(80,748)
Adjusted Operating Income (Loss)(522)(2,788)(4,854)(1,849)1,618
Adjusted Operating Margin(1,273)%(722)%(106)%(159)%10%
Stock-based compensation291921,2002862,200
Source: S-1, Summary Consolidated Financial and Other Data. FY2023-2025 audited; six-month periods unaudited. Stock-based compensation is included in Personnel. Adjusted Operating Income and Margin are company-defined non-GAAP measures; the reconciliation is in the MD&A.
What changed in 2026

First-half revenue rose to $16,286 million from $1,163 million, and annual revenue has gone from $41 million in 2023 to $4,585 million in 2025. Compute and infrastructure expense, which covers research, model development and customer serving, grew far more slowly: $8,945 million in H1 2026 against $2,334 million a year earlier. In H1 2025 that line was about twice revenue; in H1 2026 it was below revenue. Operating cash flow turned positive at $3,929 million.

Management says this margin expansion depends on timing. Compute is contracted 12 to 18 months before it becomes available, and its cost is recognized as capacity comes online, ahead of the revenue it eventually supports. The filing states that operating margin and Adjusted Operating Margin "may compress" as large blocks of capacity arrive. It also expects more expensive short-term compute purchases to rise in the near term. H1 2026 is therefore a high point for margins in the current compute cycle, and the filing does not present it as a steady state.

The $80.7 billion H1 2026 net loss is almost entirely non-cash. It includes a $72.4 billion fair-value charge on convertible notes, derivatives and SAFEs, which grows as Anthropic's private valuation rises, and $8.8 billion of other expense tied to the initial recognition of the note purchase agreements. These marks end as the instruments convert. Operating loss and cash flow are the better measures of underlying performance.

Cash and liquidity
$ millionsFY2023FY2024FY2025H1 2025H1 2026
Operating cash flow(1,627)(5,692)(2,637)(1,513)3,929
Investing cash flow(2)(22)(3,077)(49)(17,181)
Financing cash flow2,3207,24819,9604,749110,774
As of June 30, 2026, $ millionsActual
Cash, cash equivalents, and short-term investments131,651
Total assets147,358
Total liabilities117,467
Redeemable convertible preferred stock157,510
Accumulated deficit(132,902)
Source: S-1, Cash Flows and Consolidated Balance Sheet Data. H1 2026 financing was primarily preferred stock issuance, including the Series G-1 ($23.5bn, Jan-Feb 2026) and Series H-1 ($45.7bn, May-Jun 2026) rounds.
Adoption and concentration
Company-reported operating metrics
Metric (company-reported)ValueAs of
Customers with $100k+ TTM revenuemore than 11,900Sep 30, 2026
Same, prior yearmore than 950Sep 30, 2025
Customers with $1mm+ TTM revenuemore than 1,900Sep 30, 2026
Customers with $10mm+ TTM revenueapproximately 250Sep 30, 2026
Net Revenue Retentionapproximately 900%Sep 30, 2026
Top five customers, share of revenueapproximately 25%9M to Sep 30, 2026
Revenue from customers later found violating usage termsapproximately 5% to 7%9M to Sep 30, 2026
Employeesapproximately 5,300Sep 30, 2026

The customer base has broadened. No single customer exceeded 10% of revenue for the nine months to September 30. Customers outside the top five accounted for about 79% of Q3 revenue, up from about 64% in Q1. Two disclosures cut the other way. Model versions released in the prior six months produced more than 80% of Q3 revenue, so revenue depends heavily on a continuing release cadence. And 5% to 7% of nine-month revenue came from customers later found to be violating usage policy or commercial terms. The company expects that share to decline after enforcement was tightened in August and September, but says the timing and size of the revenue effect are uncertain.

Capital and control structure
ClassHolderEconomic rightsVoting
Class APublic, employees, founders, investorsYesOne vote per share; 49.9% in aggregate
Class F (one share)Founder LLC (seven co-founders)NoneFixed 50.1% of total voting power
Class TLong-Term Benefit TrustNoneElects and removes the Class T directors, a board majority
Class NPrimarily strategic partnersYesNone, except as required by law
Class EEmployees (excluding co-founders)NoneLimited matters only
Source: S-1 cover page and Principal and Selling Stockholders. Anthropic will be a "controlled company" under Nasdaq rules. A 10-for-1 forward split of Class A and Class N took effect September 17, 2026, and all share data in the filing reflects it.

Control rests with the Founder LLC's fixed 50.1% vote and the Long-Term Benefit Trust's right to appoint a board majority. Public Class A holders get economic exposure and a minority vote that cannot exceed 49.9% in aggregate. Separately, 846,840,960 Class N shares (5% of fully diluted shares as of June 30, 2026) have been contributed to the Anthropic Public Benefit Fund, a wholly owned subsidiary. The board may issue up to a further 2% of outstanding shares to the fund each time the share price rises 50% above the prior milestone, starting at the IPO price. A milestone counts only after closes above the threshold on 90 of 120 trading days. This is a dilution mechanism linked to share price that has no equivalent at large-cap software peers, and it should be modeled explicitly.

Strategic partner financing
FacilitySizeKey terms
Amazon 2023 and 2024 notes (outstanding)$6,203mmConvert at IPO into up to 1.84bn Class N shares at $2.0928 and $5.0478, or the IPO price if lower; 12% ownership cap, with any excess rolled into non-interest-bearing notes
Amazon 2026 NPA (undrawn)$15.0bnReleased in $5.0bn increments on compute capacity milestones; settled in Class N at the 30-day VWAP
Google 2026 NPA (undrawn)$20.0bnTied to compute and TTM revenue conditions; 14.99% ownership cap; Google holds an option to buy up to $10.0bn of Class N concurrently with the IPO at the offer price
Broadcom Infrastructure Partner 2026 NPA (undrawn)$42.0bnOnly to fund rent under the 2026 equipment lease; 9.00% PIK, converts at 90% of the 30-day VWAP (13.00% and 85% if revenue conditions are missed)
Source: S-1, MD&A, Liquidity and Capital Resources. The three undrawn facilities total $77.0bn as of June 30, 2026, and none is expected to be drawn before the offering.
Valuation reference
Company-stated, May 28, 2026

The S-1 sets no price range, so the most recent company-stated valuation is the private one. On May 28, 2026, Anthropic announced a $65 billion Series H at a $965 billion post-money valuation, led by Altimeter Capital, Dragoneer, Greenoaks and Sequoia Capital. The prospectus records the Series H-1 preferred sold in May and June 2026 at $589.0095 per share, before the September 10-for-1 split of the common stock. The offer valuation will first be disclosed when an S-1/A sets a price range.

What to watch in the amendments
  • The S-1/A price range and share count, followed by the final 424B4 at pricing.
  • Q3 2026 revenue, which the filing names as a reporting period but leaves blank.
  • The total compute commitment figure and its schedule through 2045. Contractual obligations are also still blank.
  • Whether Google exercises its option to buy up to $10.0bn of Class N concurrently with the IPO, and how much of Amazon's $6.2bn converts at the IPO versus rolls over under its 12% cap.
  • Lock-up percentages and expiry dates (the filing describes staged, timed releases) as indicators of supply after listing.
  • Any update to the 5% to 7% figure for usage-policy-violation revenue after the August-September enforcement.

Disclosure: Tormere's research tooling is built with models from Anthropic. Every figure in this review comes from the October 26, 2026 Form S-1 on EDGAR (accession 0001628280-26-067168), except the Series H valuation, which is from Anthropic's May 28, 2026 announcement. This is a preliminary prospectus that remains subject to amendment, and nothing here is an offer, a recommendation, or investment advice.

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