Anthropic's registration statement for a Nasdaq listing, filed today with the US Securities and Exchange Commission under accession number 0001628280-26-067168, comes with 33 exhibits that set out the contracts behind the prospectus figures: the notes Broadcom will take in place of cash for chip rent, the milestones that unlock Google's and Amazon's money, two irrevocable proxies that hand the chief executive the votes of charitable shareholders, and a new class of employee stock that disappears if its holder goes to work for a rival.

In Short

Anthropic, the company behind Claude, published the contracts that sit underneath its stock market filing, and they show how its biggest backers will pay for chips, how much interest some of that money costs, and who gets to vote which shares. It matters because the companies that sell Anthropic its computing power are also lending it money and buying its shares on terms tied to how many chips arrive and how much revenue Anthropic earns. What changes is that these terms, from a 9% rate on Broadcom notes to a rule that strips employee voting stock from anyone who joins a competitor, are now public documents rather than private deals.

What the exhibit package contains

The filing index lists the prospectus itself, a filing fee table, 33 numbered exhibits and 44 graphics files, among them case-study images for Walmart, Lilly, PayPal, Shopify, Salesforce, SAP, Verizon, Jane Street, Mozilla and others. The prospectus table of contents runs from a list of defined terms to an underwriting section on page 316 and a change-in-accountant note on page 334, followed by the financial statements. PPC Land's main report on the filing covered the revenue, losses, governance and risk factors; a second piece followed the compute commitments to the cloud companies. This article covers what the exhibits add.

The exhibits fall into several groups. There are five charter and bylaw documents (Exhibits 3.1 to 3.5); a specimen Class A stock certificate, an investors' rights agreement and five financing agreements with Amazon Web Services, Broadcom and Google (Exhibits 4.1 to 4.7); fourteen material contracts covering indemnification, equity plans, severance, director pay, donation matching, two office leases, a credit agreement, a chip lease, two charity proxies and a stockholders' agreement (Exhibits 10.1 to 10.14); a letter from the former auditor (16.1); a subsidiaries list (21.1); two auditor consents (23.1 and 23.2); and the trust and founder agreements (99.1 and 99.2).

Large parts of the commercial agreements are blacked out. Every redaction carries the same legend, "[***]", and a citation to Item 601(b)(10)(iv) of Regulation S-K, which lets a company omit information it treats as both private or confidential and not material. Prices per chip pod, the revenue targets behind Google's funding, the capacity units behind Amazon's and several conversion prices are among the items withheld.

The fee table itself shows a placeholder. It registers Class A common stock with a proposed maximum aggregate offering price of $1,000,000,000, a figure the table describes as an estimate used only to calculate the registration fee under Rule 457(o). The fee paid was $87,000. The share count and price range remain blank.

Broadcom: notes that pay the chip rent

The largest financing document in the package is a Note Purchase Agreement between Anthropic and Broadcom Inc., marked "Execution Version" and effective March 31, 2026, filed as Exhibit 4.4. The total commitment is $42,000,000,000, according to the agreement. The notes exist only to cover the quarterly fees that an Anthropic subsidiary owes Broadcom under a separate equipment lease, and the agreement states that "in no event shall any amount drawn on a Note be paid in cash." In effect, the notes stand in for rent payments.

Interest and maturity

The notes carry 9.00% interest a year when issued in normal conditions and 13.00% when issued during what the agreement calls a Breach Period. Interest is paid quarterly by capitalisation, meaning it is added to principal rather than paid out. By PPC Land's calculation, each $1 billion of notes issued at 9% would grow to about $1.56 billion after five years of quarterly capitalisation, and to about $1.90 billion at 13%.

Maturities are tiered by size. The first $24 billion of aggregate principal matures five years from the start of the draw period; principal above $24 billion and up to $32 billion matures at 63 months; anything above $32 billion matures at 57 months. Anthropic cannot prepay without Broadcom's written consent. The draw period itself runs five years, subject to earlier termination.

The notes are general unsecured obligations of Anthropic, ranking alongside its other unsubordinated debt, but they are also guaranteed by each TPU subsidiary and secured by collateral that sits behind only the security interest backing the lease. The agreement defines a "Revenue Breach" and a "Revenue Default Event"; both definitions are redacted, and Anthropic must certify compliance with each draw notice.

Conversion terms

Broadcom can turn the notes into stock. Before a listing, the conversion prices are redacted. After a listing, the price is 90% of the market price, defined as a 30-day trailing volume-weighted average, or 85% for notes issued during a Breach Period. Notes outstanding at the initial public offering use a "Liquidity Price" of 90% of the IPO price, or 85% for breach-period notes. Broadcom may convert at any time after any lock-up, capped at 180 days after the listing.

If Anthropic is sold, Broadcom chooses between conversion and a cash payment of 150% of the outstanding amount. The conversion shares are non-voting N-Class common stock, apart from series-specific protective votes, and the conversion documents cannot subject Broadcom to "any non-competition, non-solicitation, non-hire or exclusivity provisions" beyond customary confidentiality.

A companion registration rights agreement dated June 8, 2026, and signed by Krishna Rao, Anthropic's chief financial officer, and Mark Brazeal, Broadcom's chief legal and corporate affairs officer, governs how Broadcom can later sell those shares. Anthropic must use reasonable best efforts to file a shelf registration on Form S-3 within 60 days, with one deferral of up to 120 days allowed in any twelve months. Broadcom gets no more than one demand registration for each $5.0 billion of notes issued, no underwritten offering below $500 million without Anthropic's consent unless it is selling everything, and no more than three underwritten offerings in any 12-month period. It also receives any lock-up waiver granted to other holders, with carve-outs for employees and small holders. The agreement is governed by New York law; most of the other financing documents choose Delaware.

Who may not hold the notes

Both the note agreement and the lease define classes of people who may never hold the paper. "Disqualified Lenders" under the note agreement include any "bona fide competitor of the Company" identified with three months' notice and any person in Afghanistan, the People's Republic of China, Iraq, Russia, Saudi Arabia or Venezuela. The lease adds any foreign government and any "bona fide direct competitor of Lessee or its Affiliates with respect to artificial intelligence models." A separate list of restricted jurisdictions covers Cuba, Iran, North Korea and the Crimea, Donetsk and Luhansk regions of Ukraine.

Saudi Arabia appears among the disqualified countries but not on the restricted-jurisdictions list. The documents do not explain why.

The TPU8i lease: Google sells, Broadcom owns, Anthropic rents

The rent those notes pay is set out in Exhibit 10.11, a Master Equipment Lease Agreement effective March 31, 2026. Broadcom is the lessor. The lessee is AI Infrastructure OpCo II, LLC, a Delaware subsidiary, and Anthropic, PBC guarantees its obligations. The hardware supplier is Google LLC, referred to throughout by the code name "Enso," which sells the equipment to Broadcom under a "TPU8i Hardware Sale Agreement."

The unit of account is the "Local TPU8i Pod," a customer-hosted pod made up of a redacted number of compute racks holding a redacted number of TPU8i chips. Order Form No. 1 covers Tranches 1, 2 and 3 and was binding from the effective date. Each lease runs five years from its start date, with basic rent equal to the pod's total price paid in 20 equal quarterly instalments plus interest set in a separate pricing letter.

The lease puts nearly all risk on Anthropic's subsidiary. Orders are "non-cancellable and non-terminable by Lessee." Rent "shall not be subject to any abatement, reduction, set-off," and if the equipment disappoints, "Lessee shall make its claim solely against Enso." Taxes, insurance and tariffs sit outside the pod price. Memory-related increases in TPU prices pass through to pods not yet delivered, and the net price per pod changes if Google does not provide credit support at a delivery location. Broadcom, not Anthropic, may terminate an order if delivery delays run long enough.

Several clauses describe where and how the chips run. Delivery locations must be data centre buildings in the contiguous United States, and the data centre operators approved for the hardware cannot include Google or its affiliates. The lessee must maintain the equipment under "Good Industry Practice" and Google's own usage guidelines. Broadcom takes "a first priority purchase money security interest" in the pods, and the parties state that they intend the arrangement to be treated as "contracts to make loans" that cannot be assumed in bankruptcy.

The definitions also list "Early Purchase Option Events." They include a change of control under Anthropic's credit agreement, the departure of unnamed "Specified Individuals," and certain releases or transfers of intellectual property connected to their hiring. The individuals are not identified.

The lease refers back to an earlier arrangement: an "Existing Master Lease Agreement" dated August 13, 2025, between a first subsidiary, AI Infrastructure OpCo, LLC, and the lessor. Anthropic's credit agreement identifies the leases under what it calls the "Helix Transaction Documents" by the same date. The PPC Land report on Google Cloud's reliance on AI labs, published in August, described Broadcom selling tensor processing units to Google and Google renting them back to Anthropic; the 2026 lease shows a different flow, with Google selling hardware to Broadcom and Broadcom leasing it to an Anthropic subsidiary.

Google: $30bn split between chips and revenue

Google's financing is in Exhibit 4.5, a Note Purchase Agreement between Anthropic and Google LLC, also dated March 31, 2026. It sets the aggregate purchase price at $30,000,000,000, calculated as $40,000,000,000 less what Google invested in the Series G round. Krishna Rao signed for Anthropic and Sanjay Kapoor, vice president of corporate development, for Google.

According to the agreement, the money comes in two stages with different triggers. In Draw Period 1, funding is tied to "Delivered Capacity" under third-party compute agreements, evidenced by "Pod Delivery Certificates." Capacity is defined as tensor processing unit computational capacity from vendors listed in Annex A, and Annex A is redacted. In Draw Period 2, availability depends on a "Company Revenue Attainment Percentage" exceeding redacted thresholds of a "Company Target Revenue," also redacted. Google has a right to defer Draw Period 2 funding. Both periods run to December 31, 2030, and closing obligations end automatically if no closing occurs by then.

In other words, part of Google's commitment rises and falls with Anthropic's revenue against a target only the two companies know.

Requests are made quarterly: Anthropic has 15 business days after a quarter ends to ask, and the closing follows 10 business days later. If Anthropic leaves money on the table, Google may buy the unrequested amount itself.

Google also holds options around the listing. An "IPO Acceleration Option" lets it buy N-Class common stock at the IPO price, capped at $10,000,000,000, with notice at least 20 days before the offering. Before a listing it can buy non-voting preferred stock at the lowest price per share; afterwards it can take further notes or buy N-Class stock at a 30-day volume-weighted average. In a sale of the company other than through an IPO, Google can take 125% of principal and accrued interest in cash.

The cap on Google's stake is 14.99% of fully diluted capitalisation, unless Google elects otherwise. Anything above that rolls into "Roll-Over Notes" carrying "0.00%" interest and a ten-year maturity, which convert at each quarter end once Anthropic is public. Conversion shares carry no vote on change-of-control matters except where the law or the charter requires one, and Anthropic cannot impose non-compete, non-solicit or non-hire covenants on Google.

Two smaller details sit in the Google paperwork. Events of default include Anthropic suffering a "Material Adverse Effect," a term the visible excerpt does not further define. And in a registration rights agreement dated May 4, 2026, Anthropic represents that it "does not consider Investor to be an" affiliate of the company and does not currently expect Google to become one after the listing. That matters for Rule 144, which restricts how affiliates sell stock. The credit agreement separately refers to earlier Google notes under an amended and restated agreement dated October 1, 2024.

Amazon: $5bn for each capacity milestone

Amazon Web Services' agreement is Exhibit 4.3, the "2026 Stock Purchase and Convertible Note Facility Agreement," dated April 20, 2026, and signed by Krishna Rao for Anthropic and Dan Grossman, authorised signatory, for AWS. It names the seven co-founders: Dario Amodei, Daniela Amodei, Christopher Olah, Jack Clark, Jared Kaplan, Sam McCandlish and Tom Brown.

According to the agreement, the ceiling is $20,000,000,000 across Series G-2 preferred shares, notes and shares bought after a listing. The amount available at signing was $0. It rises by $5,000,000,000 for each unit of "Delivered Capacity," with the unit itself redacted, and the first unit does not count as a milestone. Draws are made in $1,000,000,000 increments, and closings cannot occur sooner than 60 days after a draw request unless AWS agrees. PPC Land reported in May that Amazon had set up a financing facility of up to $20 billion; the exhibit shows that the facility opens in $5 billion steps as compute is delivered.

AWS separately holds a "Financing Option" to invest up to $5,000,000,000 in any other equity round before a listing, and every dollar invested that way reduces the facility.

"No interest shall accrue on this Convertible Promissory Note," the form states. The maturity is ten years from issuance, Anthropic may not prepay without the holder's consent, and at maturity the notes convert automatically into N-Class common stock up to an ownership limit. That limit is 12% of partially diluted capitalisation, against 14.99% for Google. After a listing, AWS buys N-Class stock at a "Public Stock Price" based on a 30-trading-day volume-weighted average reported by Bloomberg.

Events of default include termination of an "Atlas Agreement" for Anthropic's material breach; the Atlas definitions are redacted. The facility expires 30 months after a listing or when AWS terminates the Atlas agreements other than for convenience. A representation in Section 5(k) adds that Anthropic "does not warrant that it will achieve any results projected in the Business Plan." Another permits Anthropic's officers and directors to hold up to two percent of a publicly traded competitor.

The capitalisation table in the AWS and Broadcom agreements, as of spring 2026, shows 875,738,261 authorised preferred shares and 1,548,000,000 authorised common shares, of which 938,411,335 were voting and 609,588,665 N-Class, plus 1,000 Class T shares, before the September stock splits.

The charity proxies: two donors, one voter

Two short contracts hand the chief executive the votes of charitable shareholders. Exhibit 10.13 is an Irrevocable Proxy Agreement dated December 20, 2024, between Anthropic, Dechomai Asset Trust, described as a 501(c)(3)/509(a)(3) public charity and signed by trustee Ryan Raffin, and the chief executive as proxyholder. Exhibit 10.12 is a near-identical agreement dated October 6, 2025, with Daffy Charitable Fund, a Delaware nonstock corporation signed by its president, Adam Nash. Dario Amodei signed both, for the company and as proxyholder.

The proxyholder votes the charities' shares "in his or her sole and absolute discretion (including for any reason or no reason)." Unless told otherwise, the charity "shall abstain from voting any of the Shares." The Daffy proxy "will survive indefinitely and not be subject to any limitation of time," and both survive an IPO, mergers and the stockholder's insolvency. Matters covered include charter amendments, sales of the company and the election and removal of directors. Shares the charities receive from the chief executive, his family or affiliates are carved out as "Excluded Shares."

Each proxy is linked to a "Master Donation Agreement," dated December 20, 2024, for Dechomai and September 10, 2025, for Daffy, and each ends when that agreement ends or when the shares are transferred in compliance with the terms. The donation agreements are not filed, and the exhibits do not state how many shares the two charities hold. The proxy role also passes with the office: the proxyholder is the chief executive "unless the Board designates another officer or director."

Class E: employee votes with a competitor clause

The certificate of incorporation that takes effect at the listing (Exhibit 3.3) authorises 30 billion shares of a new Class E common stock. Class E carries no dividends, cannot be transferred except back to the company, and votes only on specified matters. It is redeemed without payment on the "Class F Sunset Time," on death or incapacity, on termination for cause, or on employment with a "Direct Competitor," as determined by the corporation in its sole discretion. After an ordinary departure, half of the holder's Class E shares, rounded up, are forfeited on each anniversary.

The votes Class E carries are narrow but pointed. The Stockholders' Agreement among Anthropic, Anthropic Founders, LLC and the Anthropic Long-Term Benefit Trust, filed as Exhibit 10.14, names Chris Liddell as the "Specified Class T Director," one of the directors the trust elects. Replacing the person in that seat needs either the board's nominating committee or a "Requisite Class E Vote." If the committee does not act within 15 calendar days, the question goes to a Class E meeting to be held within 60 days. Employees, in other words, hold a backstop over one trust-appointed board seat. Class E holders also vote on amendments to the trust agreement, where a 75% Class E threshold applies before the founders' sunset.

None of this exists yet. Section 4.1 requires the company to prepare Class E documentation "no later than March 31, 2027," and Section 4.2 makes any unauthorised Class E issuance "null and void ab initio."

The same agreement gives the trust a five-day notice right over any plan to "transfer control of an AI model exceeding capabilities thresholds to be established by the Board," and states that "No fiduciary duty ... shall be created or imposed upon any party" by reason of the agreement. A trust voting request "may not designate specific individuals that must be elected as Class T Directors." The trust's own expense and indemnification rights apply only after it has exhausted its allocated funds.

Founders: joining a rival counts as cause

The Founder LLC agreement (Exhibit 99.2) treats competition the same way. "Cause" for removing a member includes "engagement or participation in... a business competing with the Corporation," other than "Passive Ownership," as decided by a supermajority of the other members "in their sole discretion." Cause also covers repeated dishonesty, embezzlement and felony convictions, and a removed member gets a 30 business day cure period where the cause is curable.

A majority of the other members can cut a departing member off from company information. Leaves of absence need supermajority approval within 30 days, and a rejected reinstatement request cannot be resubmitted for 12 months. Each founder may propose up to ten successors, of whom the first eight must meet eligibility requirements that the visible text does not define; the lists are "strictly confidential." Members owe no fiduciary duties to one another, and the agreement states that neither the LLC nor any member may "receive or retain any economic benefit" from the Class F share.

The pre-IPO charter: share prices, tokens and a deadlock vote

The private-company charter that governed Anthropic until the listing, executed on May 27, 2026, and filed as Exhibit 3.1, records what each funding round paid. The original issue price of the Series A preferred was $2.5656 a share; the Series H-1 price was $589.0095, before the September stock splits. By PPC Land's calculation, the Series H-1 price is about 230 times the Series A price.

Preferred holders were entitled to a 6% non-cumulative dividend, payable only if declared, and to a liquidation preference of their original price. All preferred converts automatically on a firm-commitment underwritten listing raising at least $100,000,000 in net proceeds, a threshold the September 17, 2026, amendment (Exhibit 3.2) restated. That amendment raised total authorised shares to 19,075,440,653.

Three provisions in the old charter are worth noting. A protective provision required preferred holders' approval before any subsidiary issued "Tokens," a term the charter does not otherwise explain. The board was set at seven directors from February 11, 2026: four elected by the trust, two by voting common holders and one by preferred holders. And when the board tied, a chief executive who sat on it held a "Deadlock Vote," unless the chief executive was not disinterested.

The charter also records the original schedule for the trust's control. The trust's "Second Phase-In Date" was the earlier of May 24, 2026, or four months after Anthropic had raised $5 billion in total funds; the "Final Phase-In Date" was the earlier of May 24, 2027, or eight months after $6 billion. According to the prospectus, the company had raised $141.1 billion in aggregate by June 30, 2026. How did a structure written around a $5 billion threshold age so quickly?

Investors free to back rivals

The Amended and Restated Investors' Rights Agreement of May 28, 2026 (Exhibit 4.2), names several financial investors in its body: Spark Capital, Salesforce Ventures, Menlo, Lightspeed, ICONIQ and GIC's Greenview Investment. Section 2.10 lets each of them invest in competitors without liability, except for misuse of confidential information or breaches of fiduciary duty as directors or officers. ICONIQ led and Lightspeed co-led the $13 billion Series F at a $183 billion valuation in September 2025.

The same agreement requires board approval before Anthropic sells or encumbers material intellectual property or enters a strategic relationship worth 10% or more of the company's valuation. Investors that Anthropic reasonably deems competitors are excluded from information rights. Holders of 60% of voting registrable shares can demand a registration of at least $200 million beginning six months after the listing, and lock-ups run up to 180 days. The schedules listing every investor and founder are redacted.

Pay, plans and dilution

The 2026 Equity Incentive Plan leaves its initial share reserve blank but adds an automatic increase each year from 2027 through 2036 equal to the lesser of 5% of outstanding common stock and a number the board sets. The employee stock purchase plan adds the lesser of 1% a year over the same period, lets staff put up to 15% of earnings toward shares at 85% of the lower of two prices, and allows offerings of up to 27 months. The donation matching plan carries its own 1% annual increase. Together, by PPC Land's arithmetic, the three plans allow for up to 7% of outstanding stock to be added each year for a decade, if the board does not choose lower figures.

The equity plan also states that "in no event may any Award be transferred for consideration to a third-party financial institution," and gives the administrator power, in a corporate transaction, to cancel outstanding awards "in exchange for no consideration." The older 2021 plan, filed as Exhibit 10.4, reserved 386,482,609 shares before the splits.

Outside directors receive, under Exhibit 10.6, a $100,000 annual cash retainer, restricted stock units worth $325,000 each year from the 2027 annual meeting, and an initial award worth $400,000. A non-executive chair receives an extra $75,000 and a lead independent director $60,000; committee chairs receive $30,000 to $40,000. "There are no per-meeting attendance fees," the policy states. All director equity vests in full on a change of control. Annual director pay under the equity plan is capped at $1,000,000, or $2,000,000 in a director's first year.

The executive severance template (Exhibit 10.5) pays twelve months of health premiums and twelve months of extra equity vesting on a termination without cause or a resignation for good reason. The base salary multiple is left blank. Good reason includes a pay cut of 10% or more or a relocation that adds more than 50 miles to the commute. The form of director and officer indemnification agreement (Exhibit 10.1) treats a 15% stake as a change of control but excludes board changes made by the Class T holder.

Donation matching: the exact cutoffs

According to the Donation Matching Plan (Exhibit 10.7), effective February 27, 2025, the company gives "Legacy Employees" three non-voting shares for each share they donate and other employees one. Legacy status depends on an offer letter received "prior to May 17, 2024." Legacy employees can pledge up to 50% of their vested equity awards; others up to 25%. Non-legacy employees can make property donations only in publicly traded securities.

The plan excludes "the seven (7) Employees who co-founded the Company," whose own 80% philanthropic pledges sit outside it. The donation period ends on the later of six years after the listing or two years after an employee's last vesting date, and donations made in the listing month are valued at the initial offering price.

The offices: a 12-year tower lease

Anthropic's current San Francisco space is a sublease from Salesforce, Inc. at 500 Howard Street (Exhibit 10.8), dated September 22, 2023: about 230,208 rentable square feet across floors 2 to 10, expiring August 30, 2028. The sublease bars Anthropic from installing a backup generator in the space.

The next headquarters is set out in Exhibit 10.9, an office lease with 300 Howard Owner, LLC, effective January 29, 2026. It covers about 483,844 rentable square feet: 465,760 in the 25-story building at 300 Howard Street and 18,084 in a three-story building alongside. The term runs from January 1, 2027, to December 31, 2038, with two seven-year extension options. Permitted use is "general office use, software research and development, educational purposes, hardware lab."

Anthropic holds a one-time right of first offer to buy the property if the landlord sells. It may give back up to five floors above floor 14 at the end of 2035 and may terminate the whole lease at the end of 2036, both for fees that are redacted. Base rent is abated by a redacted percentage for the first 30 months. The lease includes 150 valet parking passes and a reminder that "The Outdoor Plaza is a public area" that Anthropic may not cordon off. Article 22, titled "Tenant's Competitors," appears in the table of contents.

Lenders: a path to unsecured credit

The amended and restated credit agreement of September 4, 2026, with Morgan Stanley Senior Funding as agent, sets a margin of 1.000% over benchmark rates until a "Guarantee and Collateral Release Date." That date arrives when Anthropic obtains investment-grade ratings from at least two of S&P, Moody's and Fitch. After it, a ratings grid applies, from 0.750% at A or A2 to 1.250% at BBB- or below.

The covenant definitions are tailored to the business. "Consolidated EBITDA shall not include any addback for Capitalized Cash Compute Expenditures," while compute leases are treated as operating leases for covenant purposes. Certain notes qualify as "Designated Notes" only if pro forma liquidity is at least $10,000,000,000. A "Financing SPV" can be set up for "Permitted Contracted Revenue Financings," and the agreement defines the seven founders by name.

What the exhibits leave out

The subsidiaries list, Exhibit 21.1, names none, stating that they are omitted because together they would not be a significant subsidiary. The financing documents nonetheless name AI Infrastructure OpCo, LLC, AI Infrastructure OpCo II, LLC and the Anthropic Public Benefit Fund.

The trust agreement's restatement date, the Founder LLC agreement's execution date and member percentages, the IPO-era charter's signature date and the Stockholders' Agreement's signatories are all blank. So are the equity plan reserves, the severance multiple and the chip pod prices. Grant Thornton LLP, the former auditor, wrote to the SEC on October 26, 2026, that it agrees with the statements about the firm in the registration statement.

Why it matters for marketers and the advertising industry

For advertisers and agencies that buy Claude through cloud marketplaces or run it inside their own tools, the exhibits show that the supply of the model rests on contracts with fixed timetables and default triggers. Rent on the TPU8i pods cannot be cancelled or offset, and Google's Draw Period 2 money depends on revenue targets. The arrangements tie capacity, and therefore the inference capacity that serves customers, to the financial health of a small group of counterparties. The hyperscaler companies that sell advertising, cloud and AI products of their own are on both sides of those contracts.

The Google, Amazon and Broadcom documents also explain how the companies that run the largest advertising and cloud platforms can accumulate stakes without votes. Google can reach 14.99% and AWS 12% through conversions before roll-over notes take over; Broadcom's shares are non-voting; and none of the three can be bound by non-compete terms. The mechanics matter to anyone weighing how independent a frontier model supplier is from the platforms it competes with in AI search, assistants and ad tools.

The governance documents point the other way. Employees who leave for a direct competitor lose their Class E votes, founders who join one can be removed for cause, and the chief executive votes the shares held by two charities. Control stays close to the people already inside the company, while the outside capital, however large, is largely silent.

Timeline

  • January 26, 2021 - Anthropic is incorporated in Delaware
  • June 29, 2023 - Long-Term Benefit Trust agreement originally dated
  • September 22, 2023 - Salesforce sublease for 500 Howard Street signed
  • May 17, 2024 - Cutoff date for "Legacy Employee" offer letters under the donation matching plan
  • October 1, 2024 - Earlier Google notes agreement dated, according to the credit agreement
  • December 20, 2024 - Irrevocable proxy with Dechomai Asset Trust
  • February 27, 2025 - Donation Matching Plan effective date
  • May 14, 2025 - Original credit agreement dated
  • August 13, 2025 - Existing master lease between AI Infrastructure OpCo, LLC and its lessor
  • September 2, 2025 - Anthropic completes a $13 billion Series F at a $183 billion valuation
  • October 6, 2025 - Irrevocable proxy with Daffy Charitable Fund
  • January 29, 2026 - 300 Howard Street lease effective
  • February 11, 2026 - Seven-member board structure takes effect under the private charter
  • March 31, 2026 - Broadcom note purchase agreement, Broadcom TPU8i lease and Google note purchase agreement effective
  • April 20, 2026 - AWS facility agreement signed
  • May 1, 2026 - PPC Land reports Amazon's $8 billion of Anthropic notes and a facility of up to $20 billion
  • May 4, 2026 - Google registration rights agreement
  • May 27-28, 2026 - Private charter executed and investors' rights agreement restated
  • June 8, 2026 - Broadcom registration rights agreement
  • August 2, 2026 - PPC Land reports Microsoft and Nvidia's $15 billion commitment and a $30 billion Azure purchase
  • September 4, 2026 - Amended and restated credit agreement closes
  • September 17, 2026 - Charter amendment and stock splits
  • October 26, 2026 - Anthropic files its S-1 with 33 exhibits; Grant Thornton's letter to the SEC
  • January 1, 2027 - 300 Howard Street lease term begins
  • February 1 to March 3, 2027 - Window for director nominations ahead of the 2027 annual meeting
  • March 31, 2027 - Deadline for Class E documentation
  • August 30, 2028 - 500 Howard Street sublease expires
  • December 31, 2030 - Google draw periods end
  • December 31, 2038 - 300 Howard Street lease term ends

Summary

Who: Anthropic, PBC, and the counterparties in the 33 exhibits to its registration statement: Broadcom Inc., Google LLC, Amazon Web Services, Inc., the charities Dechomai Asset Trust and Daffy Charitable Fund, the Long-Term Benefit Trust, Anthropic Founders, LLC, investors including Spark Capital, Salesforce Ventures, Menlo, Lightspeed, ICONIQ and GIC, landlords at 300 and 500 Howard Street, and lenders led by Morgan Stanley Senior Funding.

What: The exhibits show Broadcom notes of up to $42 billion carrying 9% interest, or 13% in a breach period, issued only to pay rent on TPU8i chip pods that Google sells to Broadcom; Google funding of $30 billion tied partly to delivered TPU capacity and partly to revenue targets, with a 14.99% ownership cap and a $10 billion IPO purchase option; an AWS facility of up to $20 billion that opens in $5 billion steps as capacity is delivered, with interest-free ten-year notes and a 12% cap; irrevocable proxies giving the chief executive the votes of two charities; a planned Class E employee stock that is redeemed if its holder joins a direct competitor; and the terms of the equity plans, director pay, donation matching, office leases and credit facility.

When: The S-1 and its exhibits were filed today, October 26, 2026. The agreements are dated between September 2023 and September 2026, and several run to 2030 and beyond.

Where: Filed with the US Securities and Exchange Commission for a listing on the Nasdaq Global Select Market under the ticker "ANT." The leased chips must be delivered to data centres in the contiguous United States; the offices are in San Francisco.

Why: The exhibits contain the contractual terms behind the prospectus's compute commitments and governance claims: the interest Anthropic pays on its chip financing, the conditions under which its largest backers fund it, the caps on their stakes, and the rules that keep control with the founders, the trust and the chief executive.