# Anthropic's S-1 is a document about agents, and the public won't control Anthropic (slim)

> Anthropic filed to list on Nasdaq as ANT on 26 October 2026. Vlad Cealicu read the prospectus and the exhibits with tool builders in mind, because the whole business described in it is agents calling things. The token business, the fees to the clouds, an $80.7 billion loss that is mostly Amazon's notes going up, the $1.5 billion book settlement, the Broadcom lease and its key-person clause, and why public shareholders get the economics and at most 49.9% of the vote.

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By Vlad Cealicu, 26 October 2026. 2,402 words, about 10 min to read.

The Anthropic S-1 went up on EDGAR at 9am New York time on Monday 26 October 2026, and I spent the afternoon reading it (and getting one of my agents to read the parts the SEC site wouldn't give me in one go, it's 14 MB of HTML).

If you build tools that agents call, or you run agents that call tools, this filing is the first set of audited numbers on the thing you're standing on.

## The business is tokens

Revenue was $41 million in 2023, $386 million in 2024, $4.6 billion in 2025, and $16.3 billion for the first six months of 2026 [[1]](#ref-1).

Revenue by period, $ millions

| Period | Revenue |
| --- | --- |
| 2023 | 41 |
| 2024 | 386 |
| 2025 | 4585 |
| First half of 2026 | 16286 |

Each series has a zero-based scale.

Run-Rate Revenue is consumption fees over the trailing 28 days, times 13, plus monthly subscriptions times 12 [[1]](#ref-1), so the customers can walk in four weeks and the metric is built to admit it.

![Run-Rate Revenue is the last 28 days of usage fees times 13, plus the month's subscription fees times 12.](https://www.anchorterminal.com/assets/img/blog/anthropic-s-1/run-rate.svg)

Four weeks of usage stand in for a whole year.

Customer counts as of 30 September 2026 are more than 11,900 organisations spending $100,000 or more a year, more than 1,900 at $1 million or more, and about 250 at $10 million or more [[1]](#ref-1).

Customers paying $100,000 or more a year (approximate, and more than 11,900 in September 2026)

| Date | Customers |
| --- | --- |
| December 2023 | 20 |
| December 2024 | 200 |
| December 2025 | 1500 |
| September 2026 | 11900 |

Each series has a zero-based scale.

## Who gets paid

On the cost side, compute and infrastructure was $8.9 billion in the first half of 2026 against $16.3 billion of revenue, and in the second quarter revenue grew 1,368% on the year while compute grew 300% [[1]](#ref-1).

![A diagram of the money.

Where the money goes, from the S-1. Channel fees are the increase on a year earlier.

First half of 2025 against first half of 2026, $ millions

| Expense | First half 2025 | First half 2026 |
| --- | --- | --- |
| Compute and infrastructure | 2334 | 8945 |
| Sales, marketing and partnerships | 120 | 3168 |
| Personnel | 538 | 3152 |
| Other operating and administrative | 306 | 1714 |

Each series has a zero-based scale.

The operating loss for the half was $693 million, and the $80.7 billion net loss the headlines are running with is $72.4 billion of change in the fair value of convertible notes, derivatives and SAFEs, mostly Amazon's convertible notes, $6.2 billion of them at face value, going up because the company is worth more [[1]](#ref-1).

- $16.3B: revenue
- $693M: operating loss
- $72.4B: change in fair value of convertible notes, derivatives and SAFEs
- $80.7B: net loss

The first half of 2026. Source [1].

The 2025 operating expenses also have a line called "Bartz settlement", $1.5 billion, for the authors' copyright class action over the books the models were trained on, settled in September 2025 and approved by the court in July 2026 [[1]](#ref-1).

## Where tools come in

The filing's word for what they're building is "Virtual Collaborators", and the description is the part that matters to us.

Each of those system connections is a tool and each workflow step is a call.

Claude Code is named as the clearest example of the pattern, Claude Cowork extends it to non-developers, and the filing says Cowork's adoption after its January 2026 research preview outpaced what Claude Code managed at the same point after February 2025 [[1]](#ref-1).

Distribution is the other piece.

## The landlord

The compute commitment totals in the summary are still blank ("$ ") in this first filing and get filled in with the price range [[1]](#ref-1), but the exhibits are filled in.

Exhibit 10.11 is a master equipment lease dated 31 March 2026 between Broadcom and a Delaware company called AI Infrastructure OpCo II, LLC, with Anthropic as guarantor [[2]](#ref-2).

An "Early Purchase Option Event" fires if certain named people (redacted) stop working full time for Anthropic, or if Anthropic releases one of them to be hired elsewhere, or licenses material IP as part of such a hiring [[2]](#ref-2).

The main document also says Anthropic can issue Broadcom, or a financial partner Broadcom picks, up to $42.0 billion of convertible notes [[1]](#ref-1).

Exhibit 10.8 is the sublease for 500 Howard Street in San Francisco, 230,208 square feet taken over from Salesforce from January 2024 to August 2028 [[3]](#ref-3).

## What 2026 could look like

Run-Rate Revenue "as of October 31, 2026" is a "$" and a blank, and so is the price range [[1]](#ref-1).

This arithmetic is mine.

2026 if the second half only matches the first, $ millions

| Line | First half 2026 | Full year 2026, flat second half |
| --- | --- | --- |
| Revenue | 16286 | 32572 |
| Compute and infrastructure | 8945 | 17890 |
| Sales, marketing and partnerships | 3168 | 6336 |

Each series has a zero-based scale.

2026, as the filing tells it

1. **January** (product). Claude Cowork goes out as a research preview [[1]](#ref-1)
2. **31 March** (money). the Broadcom TPU lease is signed, with Anthropic as guarantor [[1]](#ref-1) [[2]](#ref-2)
3. **April** (gated). Mythos is held back as a gated preview through Project Glasswing [[1]](#ref-1)
4. **July** (gated). the court approves the $1.5 billion Bartz settlement [[1]](#ref-1)
5. **September** (product). Cowork starts merging into Claude.ai [[1]](#ref-1)
6. **26 October** (money). the S-1 is filed, to list on Nasdaq as ANT [[1]](#ref-1)
7. **31 October** (still blank). the date of the Run-Rate Revenue figure the filing leaves blank [[1]](#ref-1)

## What they say might go wrong

The risk factors run from page 26 to page 120 [[1]](#ref-1).

They say they have changed usage limits, rate limits and model capabilities, that some of those changes led to claims that their disclosures were inadequate or misleading, and that it may happen again [[1]](#ref-1).

They say they have delayed and limited releases before, naming Mythos through Project Glasswing, and that such measures may become more frequent and more costly as capabilities advance [[1]](#ref-1).

## Who gets a vote

Five share classes.

![Class F, one share held by the seven co-founders, carries 50.1% of the vote on most matters, and Class A holders share at most 49.9%.

Five classes, and where the vote sits.

Public shareholders vote on the directors the trust doesn't appoint, with 49.9% of the vote.

## The terms, explained

### What is an S-1?

The registration statement a US company files with the SEC before it sells shares to the public for the first time.

### What does Net Revenue Retention of 900% mean?

It compares what a group of customers pays now with what the same customers paid a year earlier.

### What is Run-Rate Revenue?

Anthropic's own annualised figure, the last 28 days of usage fees times 13 plus the month's subscription fees times 12. It isn't revenue under the accounting rules, and it assumes four weeks of usage carry on for a whole year.

### How can a company lose $80.7 billion while selling $16.3 billion?

Most of the loss isn't cash.

### What is a convertible note?

A loan that can turn into shares instead of being paid back.

### What is a "controlled company"?

A Nasdaq term for a listed company where one holder or group controls the board, which lets it skip some independence rules.

### What was Bartz?

Bartz, et al.

## Where I stand

I'm a paying customer.

What I'll do with it is the boring thing.

---

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## References

Read on 26 and 27 October 2026. Quotes are as published.

[1] Anthropic, PBC, Form S-1 Registration Statement, filed with the U.S. Securities and Exchange Commission on 26 October 2026. Source for the defined terms, the revenue and expense figures, the compute and channel-partner fee figures, the change in fair value of convertible notes and the Amazon notes, the Bartz settlement, the customer counts, Net Revenue Retention, the Run-Rate Revenue definition, the Virtual Collaborators and Claude Cowork descriptions, the distribution partners, the capital structure and the risk factors quoted.

[2] Broadcom Inc.

[3] Salesforce, Inc.

[4] U.S. Securities and Exchange Commission, EDGAR filing index for accession number 0001628280-26-067168, Anthropic, PBC.
