FOURWEEKMBA EXPLAINER · FROM THE NEWSROOM · UPDATED 13 NOVEMBER 2026
How any US IPO works, in one paragraph
A company that wants to sell shares to the public registers the offering with the SEC, “typically using Form S-1”, according to the SEC’s investor bulletin on IPOs. SEC staff review it, and the review “often results in revisions to the prospectus”. The banks running the deal, the underwriters, collect “indications of interest” from investors and use them “to recommend a price for the shares to the issuer, who ultimately determines the price of the IPO”. The SEC then issues an “order declaring the registration statement effective”, which “does not represent an approval of the merits of the IPO”. A final prospectus follows, “usually identified as a 424B3 or 424B4 filing” on EDGAR. Existing shareholders usually sign a lock-up, “typically 180 days”. Anthropic follows this path, with a staged lock-up instead of a single 180-day cliff.
The five steps, and where each stands on 13 November
We checked Anthropic’s filings on EDGAR at 06:47 UTC on 13 November 2026. The latest are the amended S-1 of 10 November and five free writing prospectuses (offering materials) of 11 and 12 November. There is no further amendment, no notice of effectiveness and no final 424B4 prospectus yet.
Sources: Anthropic S-1 (26 Oct 2026), S-1/A No. 1 (2 Nov) and No. 2 (10 Nov); offering materials filed as free writing prospectuses on 11-12 Nov (IPO website, UK retail materials, BaFin-approved European prospectus); Stake support page; CNBC. Day counts are our arithmetic.
The price range, its midpoint and what it implies
The range is $70.00 to $78.00 a share. Its midpoint, $74.00, is the price the filing itself uses for every illustrative figure (“the assumed initial public offering price of $74.00 per share, which is the midpoint”). On the 825 million shares offered, the base deal is $57.75 billion at $70, $61.05 billion at $74 and $64.35 billion at $78, by our arithmetic.
The filing says 13,086,672,593 shares of all classes will be outstanding after the offering and the private placement. At the range that is a market value of about $916 billion at $70, $968 billion at $74 and $1.02 trillion at $78, by our arithmetic (our report on the range). These are values at a range, not a trading price. The Financial Times reported on 11 November that bankers expect to raise the price above the range; that is reported, not filed, and no new range was on EDGAR when we checked on 13 November (our day-by-day report).
Shares offered, the greenshoe and the private placement
The offer. 825,000,000 Class A shares: “We are selling 801,351,354 shares of Class A common stock and the selling stockholders identified in this prospectus are selling an additional 23,648,646 shares”. Anthropic receives no money from the selling stockholders’ shares. The buyers will hold “approximately 6.3%” of the Class A and Class N stock outstanding, the filing says.
The greenshoe. The underwriters get an option, “exercisable for 30 days from the date of this prospectus”, on “up to an additional 123,750,000 shares”, 15% of the base deal, worth $9.16 billion at $74 by our arithmetic. They “may exercise this option solely for the purpose of covering over-allotments”; Morgan Stanley & Co. LLC is the stabilization agent (our report).
The concurrent private placement. Google, NVIDIA, AMD, Broadcom, Micron, Microsoft and TSMC have agreed to buy “an aggregate of $26.0 billion of our Class N common stock” at the IPO price. At $74 that is 351,351,348 shares: about $10.0 billion each for Google and NVIDIA (135,135,135 shares each), about $2.5 billion for AMD, about $1.0 billion each for Broadcom, Micron and Microsoft, and about $500 million for TSMC. The banks earn no discount on these shares, and they are not covered by the lock-up, though they are restricted securities (our report).
The money. The filing estimates net proceeds from the offering and the placement at “approximately $84.6 billion (or approximately $93.7 billion if the underwriters’ option to purchase additional shares of our Class A common stock is exercised in full)”, at $74.
Share classes and who gets the vote
IPO buyers get Class A shares. Anthropic will have five classes, and the vote is split very differently from the shares:
- Class A: one vote per share, but the class’s combined vote is capped at 49.9%. The 825 million IPO shares carry about 5.5% of the vote, by our newsroom’s arithmetic (our report).
- Class N: “no voting rights, except as otherwise required by law”; about 43.2% of the capital stock after the IPO, held mainly by strategic partners such as Amazon and Google, and the class sold in the placement. Explainer: non-voting stock.
- Class F: one share held by the co-founders’ Founder LLC, carrying 50.1% of the vote on matters put to stockholders generally and no economic rights. Including it, the co-founders hold about 61.3% of the vote, the filing says.
- Class T: held by the Long-Term Benefit Trust, which elects the Class T directors, “a majority of the authorized members of our board of directors”.
- Class E: for employees other than the co-founders, voting only on limited matters, no economic rights.
By shares rather than votes, Amazon (14.7%), Google (13.7%) and the seven co-founders (12.8%) will own 41.1% after the IPO, by our newsroom’s arithmetic. Full holder list: who owns Anthropic.
The lock-up release calendar
Anthropic’s lock-up is not one 180-day cliff. The filing’s table of the “Earliest Date Available for Sale in the Public Market” lists 23 release dates covering about 15.5 billion Class A shares, counted either in days after the prospectus date or from Anthropic’s results releases through the quarter ending 30 September 2027. None is tied to the share price (our report).
| Earliest date (the filing’s trigger) | If prospectus dated 18 Nov* | Up to (shares) | Running total |
|---|---|---|---|
| First trading day after the prospectus date (non-founder directors, officers, employees, consultants) | 19 Nov 2026 | 316M | 316M |
| 27th day after the prospectus date | 15 Dec 2026 | 299M | 615M |
| 48th day | 5 Jan 2027 | 299M | 914M |
| 62nd day | 19 Jan 2027 | 349M | 1,263M |
| 76th day | 2 Feb 2027 | 349M | 1,612M |
| Second full trading day after the FY2026 results release | Not announced | 1.7B | 3,312M |
| 13th, 27th, 41st, 55th and 69th day after the FY2026 results | Not announced | 474M each | 5,682M |
| Earlier of the second full trading day after Q1 2027 results or the close on day 180 | No later than 17 May 2027 | 3.0B | 8,682M |
| 11 later stages tied to the Q1 (4), Q2 (6) and Q3 2027 (1) results, the last at the earlier of the Q3 2027 results or day 365 | Not announced | 6.8B in all | 15,465M |
Source: Anthropic S-1/A No. 2, 10 Nov 2026, “Shares Eligible for Future Sale”. *Calendar dates and running totals are our arithmetic; the filing moves a date that is not a trading day to the next trading day. The last row sums the filing’s stages after Q1 2027 (4 x 449M, 562M, 5 x 505M and 1.9B); the 23 dates total 15,465M, in line with the filing’s “approximately 15.5 billion shares”. Counts are ceilings, not sales. The 351,351,348 placement shares are not locked up.
Two valves can change the calendar. “The representatives, in their joint discretion, may release the lock-up securities described above in whole or in part at any time.” And from day 195 certain holders may hedge up to 20% of their lock-up securities, “up to approximately 719 million shares in the aggregate”. The co-founders stay locked until the earlier of the Q3 2027 results or day 365, with up to 29% releasable from the earlier of the Q1 2027 results or day 180.
What investors watch on day one
These are the items the filings make checkable on the first trading day, indicated for 19 November. None is a forecast.
- The price against the range. The final price in the 424B4 against $70 to $78 and the $74 midpoint, and the share count actually sold.
- The opening trade against the IPO price. The IPO website notes that shares bought in the IPO are bought at the offering price, while “Shares bought after Anthropic starts trading will be purchased at the prevailing market price at that time”.
- Supply on day one. The 825 million IPO shares plus up to 316 million employee and officer shares: up to 1,141 million shares, 1.38 times the offer, by our newsroom’s arithmetic. Affiliates selling under Rule 144 are limited, in any three months, to the greater of 1% of the Class A stock (74,279,918 shares) or the average weekly trading volume.
- Stabilization and the greenshoe. If the banks sold more than 825 million shares, Morgan Stanley can cover the short with the 123.75 million option shares or by buying in the market, depending on where the stock trades, within 30 days of the prospectus date.
- Employee shares. The board moved the service-vesting date of “approximately 67 million RSUs” from 20 November to 19 November 2026.
- The placement closing. The $26.0 billion Class N placement is scheduled to close immediately after the offering completes, with settlement indicated for 20 November.
FAQ
When does Anthropic’s IPO price and start trading?
Anthropic’s offering materials filed with the SEC indicate pricing and SEC effectiveness on 18 November 2026, listing on the Nasdaq Global Select Market on 19 November and settlement on 20 November. They call all dates indicative, and the IPO website says the timing is “Subject to regulatory clearance”.
What is Anthropic’s IPO price range?
$70.00 to $78.00 a share, set in the amended S-1 of 10 November 2026. The midpoint is $74.00. The final price is set at pricing and printed in the final prospectus.
What is Anthropic’s ticker?
ANT, on the Nasdaq Global Select Market, per the S-1/A.
How many shares are in the IPO?
825,000,000 Class A shares: 801,351,354 sold by Anthropic and 23,648,646 by selling stockholders, plus an underwriters’ option on up to 123,750,000 more. Separately, seven companies buy $26.0 billion of non-voting Class N stock in a private placement at the IPO price.
Do IPO buyers get a vote?
Yes, one vote per Class A share, but the Class A vote is capped at 49.9% of the total. The 825 million IPO shares carry about 5.5% of the vote, by our newsroom’s arithmetic; the co-founders’ single Class F share carries 50.1%.
When does Anthropic’s lock-up end?
In stages. Up to 316 million shares from the first trading day after the prospectus date, up to 1,612 million by day 76, a 3.0 billion stage at the earlier of the Q1 2027 results or day 180, and the last stage at the earlier of the Q3 2027 results or day 365. Calendar dates depend on the prospectus date and on results dates that are not yet announced.
Is the SEC approving Anthropic as an investment?
No. The SEC’s investor bulletin says a declaration of effectiveness “does not represent an approval of the merits of the IPO or an indication that the information disclosed is complete or accurate”.
Related
- Anthropic IPO Explained: 5 Steps From S-1 to 180-Day Lockup
- Anthropic’s IPO Day by Day: Pricing 18 Nov, Trading 19 Nov
- Anthropic’s IPO Map: Price Range, Buyers, Odds and Risks
- Up to 1.6B Anthropic Shares Unlock Within 76 Days of IPO
- Anthropic Files $70-$78 IPO Range: $968B at the Midpoint
- Nvidia, Google Buy $10B Each of Anthropic’s $26B Placement
- Anthropic’s $9.2B Greenshoe Pays Banks a Fee, Unlike SpaceX
- Amazon, Google and Founders Own 41% of Anthropic at the IPO
- Anthropic Sets Europe’s IPO Slice at 80M Shares, Up to $120
Evergreen: Who owns Anthropic · Non-voting stock · Anthropic business model · AI Supercycle Tracker.
Sources
- Anthropic, PBC, Form S-1/A Amendment No. 2, 10 Nov 2026 · Amendment No. 1, 2 Nov 2026 · Form S-1, 26 Oct 2026
- UK retail offer materials (FWP, timetable) · IPO website (FWP) · European retail prospectus (FWP)
- SEC EDGAR, Anthropic filings list (checked 06:47 UTC, 13 Nov 2026)
- SEC, Investor Bulletin: Investing in an IPO · SEC glossary: IPO lock-up agreements
- Stake, Anthropic (ANT) IPO support page · CNBC, 10 Nov 2026
How this page stays current
Built from the FourWeekMBA newsroom’s reading of Anthropic’s filings, with every term re-checked against the S-1/A and the offering materials on EDGAR on 13 November 2026. When Anthropic prices the offering and files its final prospectus, this page is updated with the final price, the share count, the prospectus date and the calendar dates of each lock-up release. This is an explainer of how the offering works, not investment advice, and it makes no prediction about the price.









