Anthropic's S-1: The Split, the Lockup and the Per-Share Math

Why it matters

Every Anthropic position in the secondary market was priced, documented and marked in old shares. From the first trade on Nasdaq, one of those shares is ten. A $925 print is a $92.50 print, a $589 mark is $58.90, and the $1.5 trillion to $2 trillion range in circulation is $89 to $118 a share, not $915 to $1,220. The filing also settles the question that matters most for anyone who bought through an SPV: when the seller behind that SPV can actually sell. The answer is sooner than 180 days for most of them, and later than 180 days for the biggest.

The numbers that were leaked, and the numbers that are filed

The audited figures land close to what people in the room told Bloomberg and the FT two weeks ago. First-half revenue of $16.3 billion matches the $4.8 billion and $11.6 billion quarters we wrote up on October 15. Compute is 55% of revenue, down from 160% in 2025. The 2025 line also carries a $1.5 billion settlement with the Bartz authors' class.

Two things in the table are not in the leaks. The first is that the business is GAAP-breakeven at the operating line: a 4% operating loss on $16.3 billion, before adding back $2.2 billion of stock compensation. The second is the size of the non-cash loss. Anthropic has issued $10.2 billion of convertible notes since November 2023 to two investors, Amazon among them, and carries them at fair value. Every time the company's valuation rises, the notes are worth more and the difference is booked as a loss: $34.3 billion in 2025, $72.4 billion in the first half of 2026. The notes convert into non-voting Class N shares at the IPO, up to Amazon's ownership cap, and the charge goes away. A reader who stops at the headline loss will misprice the stock. So will a model that treats it as cash burn.

What the filing does not have is the third quarter. Every reference to "the three months ended September 30, 2026" is blank. The $16.8 billion Anthropic told investors on October 14 remains an unaudited number from a closed room until the amendment. Other operating facts, as of September 30: approximately 5,300 employees; more than 1,900 customers at $1 million or more of trailing revenue and about 250 at $10 million or more; net revenue retention of approximately 900%.

The split, and what it does to your paperwork

On September 17 Anthropic split its Class A and Class N common stock ten for one. The preferred was not split, which is why the filing still shows the Series H at $589.0095. On conversion each preferred share becomes ten Class A shares, so the Series H is $58.90 in the units that will trade.

Two of those rows tell you how Anthropic has run its tenders. The June 2025 tender bought 27.9 million post-split shares at the Series E price. The April 2026 tender, run by a syndicate of existing stockholders rather than the company, bought 179.9 million post-split shares for $4.66 billion at exactly the Series G price, a month before the Series H priced 127% higher. Dario Amodei, Daniela Amodei, Krishna Rao and Holden Karnofsky all sold into it. If you were offered Anthropic common this spring at "a discount to the round", that is the round it was a discount to.

The implied share count is the other number worth writing down. The filing says the 846,840,960 Class N shares contributed to the Public Benefit Fund were 5% of fully diluted shares at June 30, assuming full conversion of the Amazon notes. That is about 16.9 billion post-split shares, or 1.69 billion in old units, against the 1.64 billion PMView had been using from the Series H. At the S-1 count the valuation talk translates as follows.

A $1 trillion listing is the Series H price. PMView will re-base the Anthropic page to the post-split count when the range is filed.

The lockup starts on day one

Anthropic has three lockups, not one, and only the company's own is a plain 180 days (or the second trading day after first-quarter 2027 results, whichever is earlier).

Employees, officers and non-founder directors are locked for the same period but can sell 10% of their shares on the first day of trading and a further 35% after the full-year 2026 results, which on the normal calendar puts them in February. Forty-five percent of employee stock is free before the 180th day.

Ordinary stockholders below 0.5% of the company, which is where most funds, SPVs and the 305 investors who bought the Series H-1 sit, release on a schedule: 6% on day 27, 6% on day 48, 7% on day 62, 7% on day 76, 12.5% after the annual results, then 9.5% every fourteen days for ten weeks. By day 76 a quarter of that stock can trade. By the end of the 180 days, all of it can.

Holders above 0.5% of fully diluted shares signed a longer agreement: until the third-quarter 2027 results or day 365, whichever comes first. They get the same dates at smaller sizes: 1.8% at days 27 and 48, 2.1% at days 62 and 76, 3.75% after the annual results, 2.85% every two weeks after that, 4.2% at the 180-day mark, 5.6% every two weeks after the first-quarter results. Roughly 30% of a large holder's position is free at six months and the balance takes a year.

The shape is the same as SpaceX's schedule: employees and small holders first, in tranches, the largest holders last. The dates are not. SpaceX employees waited 70 days for their first 7% and institutions waited for second-quarter earnings; Anthropic employees sell on day one and funds start on day 27. Supply in the first quarter of trading comes from employees selling 10% on day one and from funds releasing 26% by day 76. The large positions that would move the price are held back into late 2027.

Three structural notes. Class N shares, which is what Amazon, Google and the other strategics hold, carry no vote while held and convert to Class A on a transfer to an unaffiliated party, so every strategic sale adds to the voting float. Locked holders can pledge shares as loan collateral during the lockup, as long as the lender does not hedge them. And five co-founders, Brown, Clark, Kaplan, McCandlish and Olah, appear under "Other Selling Stockholders" in the filed table, with the amounts blank.

Who controls the company after it lists

The public will own Class A shares with one vote each and, collectively, less than half of the votes. One share of Class F common stock, issued to the Founder LLC at the IPO, carries 50.1% of the voting power on any record date. One share of Class T, held by the Long-Term Benefit Trust, elects the Class T directors, who form a majority of the board. The co-founders hold between 232 million and 245 million Class A shares each on the filed table: Dario Amodei 240.6 million plus 4.6 million by proxy, Tom Brown 244.2 million, Chris Olah 242.9 million, Jared Kaplan 242.4 million, Jack Clark 242.3 million, Sam McCandlish 231.8 million. All executive officers and directors together hold 496.4 million. Each co-founder has pledged 80% of their equity to philanthropy.

Then there is the Public Benefit Fund. Anthropic has already issued it 846.8 million Class N shares, 5% of the fully diluted company. The board has approved a framework to issue it a further 2% of outstanding shares each time the stock closes 50% above the previous milestone, with the IPO price as the first one. A share bought in the offering is diluted 2% at a 50% gain, 2% more at 125%, 2% more at 237%. It is a small number on any single step and an unusual term for a public shareholder to sign up to. It is also the mechanism by which the founders' philanthropic pledge gets funded without a founder selling.

What it means for holders

If you hold Anthropic through an SPV. Ask the manager two questions this week: what share class the SPV holds, and which of the three lockups the underlying holder signed. A Series H-1 position bought from one of the 305 investors below 0.5% starts releasing at day 27. Common bought from a current employee releases 10% on the first trading day. Both are well inside the 180 days most SPV documents assume. Then re-read your mark: it should say $58.90, not $589.

If you are a buyer in the secondary market this week. The filing's own anchor is $58.90. The last six prints PMView recorded averaged $66.60 with a high of $92.50. A $1.5 trillion listing is $89. The difference between $66.60 and $89 is the spread you are being offered for taking lockup risk, and this filing says that risk is shorter than you were told.

If you are a seller. The roadshow is two weeks away and nobody below 0.5% is locked past 180 days. If the only reason to sell privately was that a listing exit looked far off, that reason has mostly gone, and the discount a secondary buyer will ask for the next two weeks reflects it.

The two-horse race, with one filed

OpenAI chose last week to raise $30 billion privately at $1.25 trillion rather than file. Anthropic filed. From roughly Thanksgiving there will be a public price for one frontier lab and a private one for the other, and every secondary trade in either name will be marked against the ticker that exists. Anthropic's first-half numbers say the business is operating-breakeven on GAAP and 10% profitable adjusted, at a compute cost that fell from 160% of revenue to 55% in eighteen months. That is the case the roadshow will make. The S-1 also says, in its own numbers, that the company's revenue growth should not be expected to continue, that whatever part of the Amazon notes does not convert at the IPO can keep converting into non-voting stock every quarter after it, and that the public shareholder will be diluted on the way up. That is the case the other side will make. Both are now on the record.

Sources: Anthropic, PBC, Form S-1 filed October 26, 2026 (SEC accession 0001628280-26-067168), in particular the prospectus summary, "Summary Consolidated Financial and Other Data," "Underwriting — Lock-Up and Market Standoff Agreements," "Principal and Selling Stockholders," "Certain Relationships and Related Party Transactions — Tender Offers," and Item 15; PMView, October 15, 2026, on the third quarter; PMView, October 9, 2026, on the leaked draft. Per-share figures are PMView estimates from the filing's fully diluted share count and PMView's monthly secondary aggregates; individual trades are available to Pro subscribers on the Anthropic dossier.