Anthropic's IPO: the who, what and why?
Anthropic filed paperwork on Monday to begin its long-awaited initial public offering (IPO). This could finally turn the large paper gains its investors have made into real money.
The company, which makes Claude, an advanced large language model, could soon list on the Nasdaq stock exchange under the ticker symbol ANT, according to a Form S-1 filed with the U.S. Securities and Exchange Commission (SEC). Goldman Sachs and Morgan Stanley are leading the share sale.
The valuation
Investors have discussed valuing Anthropic at about $1.5 trillion. This is lower than the earlier estimate of $2 trillion because the company's quarterly revenue growth has slowed, according to a Reuters report earlier this month.
Even so, the $1.5 trillion estimate is 55% higher than Anthropic's private-market valuation of $965 billion in May. At a company valuation of $1.5 trillion, each share of common stock would be worth about $88.60.
The company has not yet announced the price range for its shares. But its prospectus, a document of more than 300 pages, gives more details about who invested in Anthropic, how much they paid and how long they may have to wait before selling their shares.
Who is selling?
Anthropic's seven co-founders, including CEO Dario Amodei and President Daniela Amodei, are among the shareholders who may sell shares. They will keep control of the company through one special share that gives them 50.1% of the voting power.
The company's two biggest backers are strategic investors Amazon and Google, which is owned by Alphabet. Amazon plans to use the IPO to turn some of the money Anthropic owes it into company shares.
As of June 30, Amazon held $6.2 billion in convertible notes, a type of debt that can be changed into shares. According to the prospectus, the IPO would allow Anthropic to convert some of these notes into shares at prices as low as $2.09 per share, with a 12% ownership limit under this arrangement.
If all these notes were converted, Amazon would own about one-fifth of Anthropic's outstanding shares, based on PitchBook's calculations.
Google owns about 7% of Anthropic. It also has the option to invest another $10 billion in shares without voting rights at the IPO price.
Spark Capital is the only venture capital firm named in the filing that focuses entirely on this type of investment. Its general partner, Yasmin Razavi, sits on Anthropic's board. Since 2023, the firm has invested in Anthropic six times, putting in about $777 million in total. It bought shares at prices ranging from $1.12 to $58.90 each. At a company valuation of $1.5 trillion, the shares it bought in those funding rounds would be worth about $10.9 billion.
Iconiq has invested more than $6 billion in Anthropic since first backing the company in 2025, when Anthropic was valued at $183 billion. According to Bloomberg, Iconiq's stake was worth about $17 billion at Anthropic's latest private valuation.
Individual investors already have indirect exposure to Anthropic through mutual funds. Capital Group held about $10 billion in Anthropic investments as of September 30. Fidelity held about $5 billion, according to Morningstar.
Why is Anthropic going public?
Going public would give Anthropic another way to raise money.
As of June 30, the company had $131.7 billion in cash and short-term investments. It also generated $3.9 billion in cash from its business operations during the first half of the year.
According to the S-1 filing, Anthropic made nearly $1 billion in operating profit in the second quarter. In the same quarter a year earlier, it had an operating loss of $1.2 billion.
However, the company reported a net loss of $80.7 billion for the first half of the year. Nearly 90% of that loss, or $72.4 billion, came from costs that did not involve paying out cash at the time. Most of these costs were linked to the rising value of its convertible notes.
Converting some of these notes into shares during the IPO would remove part of these accounting costs.
Another large part of Anthropic's financial obligations comes from agreements to spend money on computer chips and data centers.
According to the S-1, Anthropic owes Google at least $114.5 billion through 2033 and Amazon $110 billion through 2036.
Some shareholders will have to wait until restrictions on selling their shares end before they can sell all their shares and collect their gains.
Company directors who are not founders, officers and employees may sell 10% of their shares on the first day of trading and another 35% after the company releases its full-year results. Other shareholders covered by the standard 180-day lock-up period will be allowed to sell their shares in stages.
Some shareholders have already sold shares. In April, a deal called a tender offer allowed employees and other insiders to sell $4.66 billion worth of Anthropic shares at $25.91 per share. According to the prospectus, both Amodei siblings were among those who sold shares in this private sale. Some large institutional investors may have to wait even longer to sell.
Prices in the secondary market, where investors buy and sell existing shares privately, had already suggested a company valuation of about $1.57 trillion as of October 12, according to AG Dillon & Co.
This article originally appeared on PitchBook News.