Anthropic Holders Sold at $25.91, Then Investors Paid $58.90
Anthropic filed its S-1 registration statement with the U.S. Securities and Exchange Commission (SEC) on 26 October 2026. The filing says a group of stockholders bought 179,883,540 Class A shares in a tender offer that ended in April 2026. They paid $25.9136 per share in cash, for a total of $4,661,437,298. The filing says co-founders Dario Amodei and Daniela Amodei sold shares in the offer. Executive Krishna Rao and Holden Karnofsky, Daniela Amodei's spouse, also sold shares.
The S-1 says that from May to June 2026, Anthropic sold Series H-1 preferred stock for $589.0095 per share. Each preferred share can be converted into 10 Class A shares. Based on that conversion rate, we calculate a value of about $58.90 per Class A share. That is 2.3 times the April tender price.
Video explainer · Anthropic's S-1
This 16:9 video explains Anthropic's S-1. Its narration is based on the published text of this article and one related FourWeekMBA article.
The key insight: Our reading of the S-1 shows two different prices for shares in the same company just weeks apart. In April, common stock sold for $25.9136 per share. From May to June, Series H-1 preferred stock was sold at a price equal to about $58.90 per Class A share, based on our calculation.
The Tender Matched the Previous Round
According to the S-1, Anthropic's previous funding round, Series G-1, took place from January to February 2026. Investors paid $259.1364 per preferred share. Dividing that amount by the 10-to-1 conversion rate gives $25.91364 per Class A share. Our calculation shows that this matches the April tender price to the cent. The S-1 does not explain how the tender price was chosen.
The notes say the board approved the tender offer in February 2026. The offer allowed a group of outside buyers to purchase Class A common shares for $25.9136 per share from current and former employees, service providers who were not employees, and donor-advised funds. The filing says the shares were sold at fair value. As a result, Anthropic did not record any stock-based compensation expense from the sale.
Why Common and Preferred Prices Differ
Preferred stock and common stock are different types of shares. The S-1 says Anthropic's preferred stock that can be converted into other shares has special rights to receive money first if the company is sold or liquidated. Common shares do not have these rights. This means that comparing the price of one preferred share with the price of one common share is not a direct comparison of equal investments.
The S-1 gives a 10-to-1 conversion rate for all preferred stock series as of 30 June 2026, except Series D. The filing also says a 10-for-1 split of the common stock on 17 September 2026 has been applied retroactively to all share counts and per-share figures.
The Earlier Prices
In June 2025, Anthropic itself bought back 27,942,000 shares through a tender offer, paying $5.61 per share. The total cost was $156,716,898. The notes describe that price as being higher than the fair market value at the time. Both Amodei co-founders sold shares in that offer. Based on our calculation, the April 2026 price was 4.6 times the June 2025 price.
Between those two sales, the compensation notes put the fair market value of Class A common stock at $17.66 per share on 31 December 2025. The board of directors set this amount in good faith. It was an accounting value, not a price that someone actually paid.
Connecting the Coverage
On 26 October, we reported that Anthropic raised $65.2 billion at 10.5 times its early-2025 share price, based on the preferred stock funding rounds described in the S-1. We also reported that each of the seven co-founders owns between about 231.8 million and 245.3 million Class A shares and can name up to 10 secret successors.
Today, we reported that Anthropic's computing leases that had not yet started totaled $321.4 billion as of 30 June.
The Structural Read
Our reading of the figures is that the April tender price matched the earlier funding round, not the later one. Series G-1 preferred shares cost $259.1364 each. Dividing that amount by the S-1's 10-to-1 conversion rate gives $25.91364 per Class A share, which matches the tender price to the cent, based on our calculation.
Our comparison also has an important limit, which the filing itself explains: preferred stock has special rights to receive money first if the company is sold or liquidated, while common stock does not. The two prices therefore relate to different types of shares.
Our reading also shows that the filing names the sellers but does not give the amounts each person sold. The S-1 says both Amodei co-founders sold shares in April, but the sections we reviewed do not say how many shares each of them sold.
Anthropic, PBC, Form S-1, notes to the financial statements, filed 26 October 2026
“Shares sold in the tender offer were sold at fair value, and accordingly, no stock-based compensation expense was recognized in connection with the transaction”
Three Implications
FOR IPO BUYERS The S-1 leaves the planned IPO price range blank. A tender offer price is not the same as an IPO price. The filing gives prices for the April tender and the Series G-1 and Series H-1 rounds, but it does not compare them with the planned IPO price.
FOR EMPLOYEES AND EARLY HOLDERS The notes say the people and groups who sold shares in April included current and former employees, service providers who were not employees, and donor-advised funds. The board approved the price in February 2026.
FOR FOUNDERS' STAKES The table of major stockholders lists each of the seven co-founders as holding about 232 million to 245 million Class A shares as of 30 September 2026, after the April tender offer.
The Business Engineer Lens
This story relates to the Business Engineer framework called The AI Capex Map.
The framework asks: “How the money flows, where it cracks, what it buys, who can absorb it, and what happens when revenue can't catch up.”
Our reading is that the tender offer and preferred stock funding rounds show how different investors can take part in funding a company. Outside buyers purchased shares from employees and founders at one price, while new investors bought preferred shares at a higher price. The framework was published in May 2026 and does not discuss this filing.
What Is Not Established
The parts of the S-1 we reviewed do not say how many shares each named seller sold in either tender offer, who the April buyers were, or how the tender price was set. The filing also leaves the planned IPO price range blank. A tender offer price is not an IPO price, and the S-1 does not compare the two.
The Bottom Line
Anthropic's S-1 says that stockholders, including both Amodei co-founders, sold 179.9 million Class A shares for $25.9136 per share in April 2026. This was the same price per Class A share implied by the Series G-1 round. Just weeks later, from May to June, Series H-1 preferred shares were sold at a price equal to about $58.90 per Class A share, based on our calculation.
A note on sourcing. All figures come from Anthropic, PBC's Form S-1, filed with the SEC on 26 October 2026. The information includes tender offers, Series G and Series H funding, notes on preferred stock, the stock split and share repurchases, and executive compensation footnotes. We reviewed the filing on EDGAR on 27 October 2026. The preferred stock prices expressed per Class A share, and the 2.3-times and 4.6-times comparisons, are our calculations. Preferred and common stock have different rights. Earlier reports are discussed in the articles linked above. This is not investment advice. We did not contact Anthropic.