Anthropic 提交首次公开募股 S-1 注册声明文件

S-1 1 anthropicpbc-sx1.htm S-1 As filed with the Securities and Exchange Commission on October 26, 2026. Registration No. 333-

UNITED STATES SE CURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Anthropic, PBC (Exact name of registrant as specified in its charter)

Delaware

7372

86-1696045

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number) 548 Market Street PMB 90375 San Francisco, California 94104 (415) 326-6303 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dario Amodei, Chief Executive Officer and Co-Founder Daniela Amodei, President and Co-Founder Anthropic, PBC 548 Market Street PMB 90375 San Francisco, California 94104 (415) 326-6303 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rezwan D. Pavri Allison B. Spinner Lang Liu Colin G. Conklin Jonie I. Kondracki Lester Ang Shannon R. Delahaye Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300

Brian Israel Elena Leichty Patrick Ekeruo Scott Booth Anthropic, PBC 548 Market Street PMB 90375 San Francisco, California 94104 (415) 326-6303

Sarah K. Solum Calise Y. Cheng Phillip S. Stoup Freshfields US LLP 855 Main Street Redwood City, California 94063 (650) 618-9250

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the

following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. £

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant

shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with

Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities

and Exchange Commission, acting pursuant to said Section 8(a), may determine .

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until

the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not

an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion. Dated

Class A Common Stock

Anthropic, PBC This is an initial public offering of shares of Class A common stock of Anthropic, PBC. We are selling

shares of Class A common stock and

the selling stockholders identified in this prospectus are selling an additional

shares of Class A common stock. We will not receive any

proceeds from the sale of shares of our Class A common stock by any of the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price

per share will be between $

and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market under the

symbol “ANT.” We have a novel capital and corporate governance structure. We are incorporated as a public benefit corporation under Delaware law, a structure

consistent with our commitment to artificial intelligence (“AI”) safety and responsibility. As a public benefit corporation, we are required to

balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit

purpose identified in our amended and restated certificate of incorporation: the responsible development and maintenance of advanced AI for

the long-term benefit of humanity. We created our Long-Term Benefit Trust (the “LTBT”) to help ensure that Anthropic, PBC is managed in a

manner that responsibly balances its goals as a public benefit corporation. The LTBT is intended to operate as an independent body of financially

disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of common stock,

Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of

the authorized members of our board of directors. Our Class T common stock does not otherwise have voting rights with respect to matters

submitted to stockholders generally and has no economic rights. Immediately prior to the completion of this offering, we will also issue a single

share of Class F common stock, a special class of our common stock, to a limited liability company organized by our co-founders (the “Founder

LLC”). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of

our board of directors, together with our five other co-founders, will initially be the sole members of the Founder LLC. Our Class F common

stock, which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our

outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than

the Class T directors. Our Class F common stock will not have any economic rights. Upon the completion of this offering, we will also authorize a

special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. Our Class E

common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized

Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical,

except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common

stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business

partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third

party. Our Class A common stock is not convertible. See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our

Governance Structure and Its Goals,” and “Description of Capital Stock” for more information. We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements. See the

sections titled “Our Governance Structure and Its Goals,” “Management,” and “Description of Capital Stock” for additional information. See the section titled “ Risk Factors ” beginning on page 26

to read about factors you should consider before buying shares of

our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or

passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per share

Total

Initial public offering price

Underwriting discount (1)

Proceeds, before expenses, to Anthropic, PBC

Proceeds, before expenses, to selling stockholders

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than

shares of Class A common stock, the underwriters have the option to purchase up to an

additional

shares of Class A common stock from Anthropic, PBC at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York, on or about

Goldman Sachs & Co. LLC

Morgan Stanley

J.P. Morgan

Citigroup

Barclays

Wells Fargo Securities

BofA Securities

Deutsche Bank Securities

RBC Capital Markets

UBS Investment Bank

BMO Capital Markets

BNP PARIBAS

Credit Agricole CIB

Jefferies

Mizuho

MUFG

Societe Generale

TD Securities

BTIG

Cantor

Capital One Securities

Macquarie Capital Prospectus dated