Anthropic files formal IPO terms: 825 million shares at $70 to $78 each

Claude developer Anthropic filed an amended registration statement (S-1 Amendment No. 2) with the U.S. Securities and Exchange Commission on November 10, formally setting out its IPO terms and launching its roadshow: it plans to sell 825 million Class A shares at an expected $70 to $78 each, for total gross proceeds of up to about $64.35 billion — potentially one of the largest technology IPOs ever.

The offering terms

Of the 825 million shares, the company is selling 801,351,354 and existing stockholders — the seven co-founders — are selling 23,648,646. Underwriters have a 30-day option to buy up to 123.75 million additional shares. The shares are to be listed on the Nasdaq Global Select Market under the symbol ANT, with Goldman Sachs and Morgan Stanley as lead underwriters among 22 firms. The final price and listing date have not been set, and the registration statement has not yet become effective.

Seven giants commit $26 billion in parallel

A concurrent $26 billion private placement will see Google, Nvidia, AMD, Broadcom, Micron, Microsoft and TSMC buy non-voting Class N shares at the IPO price — Google and Nvidia $10 billion each, AMD $2.5 billion. The placement is conditional on the IPO completing and closes immediately afterwards; the offering itself does not depend on it. At the $74 midpoint, net proceeds from the offering plus the placement would be about $84.6 billion. TSMC said on the same day its board had approved an investment of up to $500 million at the IPO price.

A valuation near $1 trillion

On about 13.09 billion shares outstanding after the offering, the $70 to $78 range implies a valuation of roughly $916 billion to $1.02 trillion; the midpoint of about $968 billion is close to the $965 billion valuation of the Series H private round in May. On a fully diluted basis, CNBC reported a ceiling of about $1.405 trillion.

The previous day's confusion

The formal terms replace figures that circulated on November 9: Reuters reported that Anthropic had emailed bankers a filing showing about 867 million shares at $70 to $80, before the company emailed that the pricing details were 'inaccurate'. The November 10 amendment is the first formally filed set of terms; this site reported the roadshow plans on November 8, when the prospectus still left the price range blank.

Anthropic has not announced a timetable for final pricing; The Wall Street Journal, citing people familiar with the plans, reported a possible November 19–20 trading window, which the company has not confirmed.