Anthropic plans to use $3.8 billion of its IPO proceeds to pay tax on vesting RSUs, its amended S-1 of 10 November says. That is about 6.4% of the gross proceeds from the shares Anthropic itself sells, at the bottom, middle and top of the $70.00 to $78.00 range, by our arithmetic. The same filing says the board will start with one of seven seats vacant, and that a tied vote fails.
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The key insight: Anthropic’s S-1/A of 10 November gives one use of its IPO proceeds a dollar figure: $3.8 billion of tax on vesting RSUs, at the $74.00 midpoint and a 50.90% assumed rate. That is about 6.4% of gross proceeds from its 801,351,354 primary shares at $70.00, $74.00 and $78.00 alike, by our arithmetic. The board starts with one of seven seats vacant and a tied vote fails.
The S-1/A puts net proceeds from the offering and the $26.0 billion placement at “approximately $84.6 billion” at the $74.00 midpoint. That rises to “approximately $93.7 billion if the underwritersโ option to purchase additional shares of our Class A common stock from us is exercised in full”. Anthropic sells 801,351,354 Class A shares; selling stockholders sell another 23,648,646, and “We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders”.
The only use the filing gives a dollar figure for is tax. Anthropic says it intends to use part of the proceeds “to satisfy our anticipated tax withholding and remittance obligations of $3.8 billion related to the RSU Settlement”. The amount assumes the $74.00 midpoint and “an assumed 50.90% tax withholding rate”, and moves by $52 million for each $1.00 change in the price.
The rest is general. The filing says: “We intend to use the net proceeds from this offering and the concurrent private placement for general corporate purposes, including working capital, operating expenses, and capital expenditures, including investments in compute and infrastructure, as well as hiring and retention of highly skilled personnel”. It may also use a portion to acquire or invest in businesses, but “we do not have agreements or commitments for any material acquisitions or investments at this time”.
It adds: “We cannot further specify with certainty the particular uses of the net proceeds”, and “Accordingly, we will have broad discretion in using these proceeds”. Until the money is spent it may sit in short-term, investment-grade, interest-bearing instruments.
Anthropic’s estimated RSU tax withholding at the low, middle and top of its $70 to $78 range, from its S-1/A of 10 November 2026 ($3.8 billion at $74, $52 million per $1). Gross primary proceeds and the 6.4% shares are our arithmetic.
How the RSU Settlement Works
The settlement covers RSUs outstanding at 30 September whose service condition “will be satisfied as of November 19, 2026” and whose performance condition is met when the registration statement becomes effective. The filing says 49,754,965 Class A shares are issued net, “after giving effect to the withholding of 51,578,975 shares of Class A common stock subject to such RSUs” to cover the estimated tax.
So Anthropic keeps 51,578,975 shares back and pays the tax in cash. Those are 50.90% of the 101,333,940 shares in the settlement, matching the assumed rate, by our arithmetic. The capitalization table also books $14.2 billion of stock-based compensation for these RSUs, and the filing says it will use proceeds, “together with existing cash and cash equivalents, if necessary”, to cover the tax.
Our Number: 6.4% at Every Price
Gross proceeds from Anthropic’s own 801,351,354 shares, before fees, are $56.09 billion at $70.00, $59.30 billion at $74.00 and $62.51 billion at $78.00, by our arithmetic. Using the filing’s $3.8 billion and its $52 million sensitivity, the tax bill is $3.59 billion, $3.80 billion and $4.01 billion at those prices.
That is 6.4% of gross primary proceeds at each of the three prices, by our arithmetic. The share holds because both sides move with the price: 51,578,975 withheld shares against 801,351,354 sold is also 6.4%. Against the $84.6 billion net total, which includes the placement, the $3.8 billion is 4.5%.
Who Controls the Board
On completion of the offering, the filing says, “our board of directors will consist of seven authorized directors, with one seat vacant”. The Long-Term Benefit Trust, as holder of Class T stock, “will generally have the authority to elect and remove the four Class T directors”; the initial Class T directors are Mr. Hastings, Dr. Narasimhan and Mr. Liddell, plus the vacancy. Holders of Class A and Class F stock, voting together, elect the other three: Dr. Amodei, Ms. Amodei and Ms. Razavi.
That leaves three seated directors on each side, by our count. The filing now adds a tie rule: “If the directors present at a meeting are evenly divided on a matter, the matter will not receive the affirmative vote of a majority of the directors present and will not be approved”. It also says any change in the number of authorized directors before the Class T Sunset Time needs “the approval of 80% of the authorized members of the board of directors”, among other approvals.
The trust’s directors “together will constitute a majority of the authorized members of our board of directors”, and “Class T common stock has no economic rights”. For one seat, the Specified Class T Director, held by Mr. Liddell, the trust’s ability to nominate or remove the director without cause needs the concurrence of the nominating and corporate governance committee; if it does not concur within 15 days, the matter goes to a vote of Class E holders unless the trust withdraws.
The filing also says “Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors”. We covered how the trust’s powers can be changed in our trust piece.
What Changed Since 2 November
The 2 November S-1/A left the dollar amounts blank: “tax withholding and remittance obligations of $ related to the RSU Settlement”, at “an assumed % tax withholding rate”. It tied proceeds to “this offering” only; today’s text names “this offering and the concurrent private placement” throughout. The vesting date moved from “as of the date of this offering” to 19 November 2026.
On the board, the 2 November filing already listed the Class T seat as “one vacancy”, but said only “seven authorized directors, elected as follows”. The “with one seat vacant” wording and the tie-vote paragraph are new in today’s filing.
The Structural Read
As we read the filing, the tax bill is set in shares, not dollars: 51,578,975 withheld shares against 801,351,354 sold is 6.4% at any price, so a higher price raises the bill and the proceeds together, by our arithmetic.
As we read the board terms, the vacancy matters only while it lasts: with three trust-elected and three Class A and Class F-elected directors seated, a split vote does not pass under the new tie rule; filling the fourth Class T seat restores the trust majority the filing describes.
Anthropic S-1/A, 10 November 2026
“We cannot further specify with certainty the particular uses of the net proceeds that we will receive from this offering and the concurrent private placement”
Three Implications
FOR IPO BUYERS Net proceeds are about $84.6 billion at the $74.00 midpoint, the filing says; the $3.8 billion RSU tax is 4.5% of that, by our arithmetic, and the rest is for general corporate purposes.
FOR EMPLOYEES The settlement covers RSUs whose service condition is met on 19 November 2026; 49,754,965 shares are issued net after 51,578,975 are withheld for tax, the filing says.
FOR THE BOARD The trust elects four seats and starts with three filled; the filing says a tied vote is not approved and a change in board size needs 80% of authorized directors.
The framework argues: “the capex race is no longer a corporate spending cycle. It is a sovereign-scale financing problem dressed in tech-company clothing”.
As we read it, Anthropic’s use-of-proceeds section shows the same pattern: about $84.6 billion raised, compute and infrastructure named among general corporate purposes, and only the $3.8 billion tax bill given a figure. The framework predates this filing and does not discuss it.
What Is Not Established
The final price is not set, so the $3.8 billion is an estimate at the $74.00 midpoint and an assumed rate. The filing does not say who will fill the vacant Class T seat or when. It gives no split of the remaining proceeds between compute, hiring and other uses. Our coverage of the $70 to $78 range, Anthropic’s own option values and the co-founders’ share sales is gathered in our Anthropic IPO map.
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Anthropic’s filing names one use for its IPO cash with a dollar figure: $3.8 billion of RSU tax, about 6.4% of gross primary proceeds at any price in the range, by our arithmetic. Everything else is general corporate purposes. On the board, the trust elects four seats but starts with three filled, so the seated directors split 3-3 and a tie does not pass.
A note on sourcing. Proceeds, share counts, board terms and quotations are from Anthropic’s S-1/A filed with the SEC on 10 November 2026; earlier wording is from its S-1/A of 2 November 2026. Gross proceeds, percentages and the director count are our arithmetic. Anthropic was not contacted for this piece.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
