Anthropic CEO Dario Amodei at TechCrunch Disrupt in San Francisco, pictured in 2023. Image: TechCrunch / Wikimedia Commons, CC BY 2.0, cropped
Anthropic will sell its shares at between $70 and $78 each, according to an amended IPO prospectus it filed with the US Securities and Exchange Commission on Tuesday. At the top of that range, the Claude maker’s Nasdaq listing would raise up to $64.4 billion and value the company at about $1 trillion, while Google and Nvidia each buy $10 billion of shares on the side.
825 million shares, up to $64.4 billion
The filing puts numbers on the blanks left in Anthropic’s public S-1 and its November 2 amendment. Anthropic is selling 801,351,354 new Class A shares, and existing shareholders are selling another 23,648,646, for 825 million in all. That raises about $57.8 billion at $70 and $64.35 billion at $78.
The banks can buy up to 123,750,000 more shares from Anthropic if demand is strong, which would lift the deal to about $74 billion at the top of the range. The stock will trade on the Nasdaq Global Select Market under the ticker ANT, with Goldman Sachs, Morgan Stanley and J.P. Morgan leading a group of 22 banks. Some of Anthropic’s directors and their firms have said they may buy up to $303 million of shares themselves.
Google and Nvidia put in $10 billion each
Alongside the IPO, seven chip and cloud companies have agreed to buy $26 billion of non-voting Class N shares at the IPO price, in a private placement that closes straight after the listing. At the $74 midpoint, the filing breaks it down like this:
| Buyer | Amount | Shares at $74 |
|---|---|---|
| $10.0 billion | 135,135,135 | |
| Nvidia | $10.0 billion | 135,135,135 |
| AMD | $2.5 billion | 33,783,783 |
| Broadcom | $1.0 billion | 13,513,513 |
| Micron | $1.0 billion | 13,513,513 |
| Microsoft | $1.0 billion | 13,513,513 |
| TSMC Partners | $500 million | 6,756,756 |
Google’s share comes out of investment it had already promised under a 2026 agreement. Amazon, another of Anthropic’s biggest backers, isn’t on the list. The placement pays no fees to the banks, so Anthropic expects about $84.6 billion in net proceeds from the IPO and placement together at the midpoint, or $93.7 billion if the extra shares are sold. It plans to spend the money on general corporate purposes, including compute and infrastructure and hiring, and on tax bills from settling staff share awards.
About $1 trillion, not $2 trillion
After the offering and the placement, Anthropic will have about 13.09 billion Class A and Class N shares outstanding. By MadRobot’s sums from the filing, that values it at $916 billion at $70 and $1.02 trillion at $78. Counting employee share awards and other stock not yet issued, the top of the range is worth up to $1.405 trillion on a fully diluted basis, CNBC calculated.
That is well short of the $1.8 trillion to $2 trillion investors were talking about in early October, before Anthropic told them its growth was cooling. It also leaves the IPO itself behind SpaceX’s record $85.7 billion listing in June, though with the placement and the extra shares Anthropic itself would take in close to $100 billion of new money at the top of the range.
Who can buy, and when
Anthropic expects up to 20% of the IPO shares to go to individual investors in the US and abroad. In the US, they will be offered through Charles Schwab, Fidelity, Robinhood, SoFi, E*TRADE and Trade-PMR. The deal also includes public offerings in Australia, Canada, Japan, Switzerland, the UK and some countries in the European Economic Area, including the Japanese sale of up to $3.5 billion, though the shares will list only on Nasdaq. Elsewhere, the banks may offer them where local law allows.
The filing doesn’t give a pricing date. The final price is set after executives pitch the deal to fund managers, and CNBC says the listing is expected in mid-November. Most existing shareholders are locked up for 180 days, and the co-founders and holders of more than 0.5% for a year, but up to 10% of the shares held by staff and non-founder directors can be sold from the first day of trading.
Why it matters
Anthropic now has a price, and it is a more cautious one than the $2 trillion talk of a month ago. The $26 billion placement shows the chip and cloud companies that sell Anthropic its computing power are also willing to own more of it, which is the circular kind of AI money that bubble watchers worry about. Demand at these prices will be the clearest test yet of Wall Street’s appetite for a loss-making AI lab.
Sources: Anthropic, PBC Form S-1/A, Amendment No. 2 (SEC); SEC filing index; CNBC (fully diluted valuation, SpaceX comparison, timing).
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