Anthropic swings to $567m Q3 operating loss on $5bn of short-term compute

On November 2, 2026, Anthropic filed Amendment No. 1 to its registration statement with the US Securities and Exchange Commission, one week after the October 26 filing that set out its plan to list Class A shares on the Nasdaq Global Select Market under the symbol "ANT." The amendment adds what the first version left out: a full third quarter. Revenue for the three months ended September 30, 2026 was $16,956 million, up from $11,555 million in the second quarter and $1,382 million a year earlier. The company swung from an operating income of $974 million in the second quarter to an operating loss of $567 million, which the amended prospectus attributes "primarily" to "$5.0 billion of compute under short-term commitments, which currently costs significantly more than comparable compute procured under our multi-year commitments, and $2.0 billion of non-cash charges related to our donation matching program."

The amendment also puts a number on a total the October filing left blank. Purchase commitments and leases signed as of and after September 30, 2026 add up to approximately $895.4 billion, "substantially all of which is related to compute and infrastructure." The commitment to Google's cloud rises to approximately $121.3 billion, from the $114.5 billion stated a week ago. And the risk factors carry new language on the company's own safety framework: internal estimates and expectations for future models "indicate that we may imminently meet our Responsible Scaling Policy's definition of 'dramatically accelerated progress attributable to AI.'" The price range, the number of shares on offer and the Run-Rate Revenue as of October 31, 2026 remain blank.

In Short

Anthropic, the company that makes Claude, updated its paperwork for selling shares on the stock market, and the new version shows its sales for July, August and September for the first time. Sales jumped again, but the company ended up spending more than it earned that quarter, mainly because it rented extra computers at short notice, which costs more than renting them years ahead. It also says it has promised to spend about $895 billion on computers and data centres over the next two decades, and that its AI may soon be speeding up its own research enough to trigger extra safety rules.

What the amendment changes

A first amendment to a registration statement usually does one of two things. It answers comments from SEC staff, or it brings the financial statements up to date. This one does the second. The financial statements in the version filed on October 26 ran to June 30, 2026, and PPC Land's report on that filing was built on six months of results: revenue of $16,286 million, an operating loss of $693 million and a net loss of $80,748 million. The amendment replaces those interim statements with nine months to September 30, 2026, adds a seventh quarter to the quarterly tables, and rewrites the management's discussion and analysis around the third quarter.

The interim financial statements are unaudited. The note on subsequent events says the company evaluated them "through November 2, 2026, the date the unaudited interim consolidated financial statements were available to be issued," which means the amendment also describes deals and corporate actions taken in October.

Several things remain unchanged in substance. The governance structure that PPC Land described a week ago, with the Class F shares held by the founders and the Class T share held by the Long-Term Benefit Trust, is the same. The cover still lists 22 underwriters, led by Goldman Sachs and Morgan Stanley. The customer counts as of September 30, 2026, which were already in the October text, are repeated: more than 11,900 customers with $100,000 or more of revenue on a trailing twelve-month basis, more than 1,900 above $1 million, and approximately 250 above $10 million. Net Revenue Retention of approximately 900% as of September 30, 2026 also appears in both versions.

Four exhibits were filed again: the amended and restated certificate of incorporation (Exhibit 3.1), the note purchase agreement with Broadcom (Exhibit 4.4) and the two auditor consents (Exhibits 23.1 and 23.2). No exhibit numbers were added. The underwriting agreement and the legal opinion, which normally arrive in a later amendment closer to pricing, are still missing.

What is still blank

The amendment leaves the commercial terms of the offering open. The prospectus cover has no price range, no number of shares offered by the company or by selling stockholders, and no estimate of proceeds. The section on liquidity still reads "we estimate that the net proceeds to us from this offering will be approximately $" with the figure missing.

The most conspicuous gap is in the business section. A sentence that compares customer growth with revenue now reads: "Additionally, our Run-Rate Revenue was $ as of October 31, 2026." The date has moved forward, but the number has not been filled in. PPC Land reported on October 26 that the prospectus defines Run-Rate Revenue as an annualised measure based on trailing 28-day consumption fees multiplied by 13, plus monthly subscription fees multiplied by 12. With the date now set at October 31, the figure will cover a period after the end of the third quarter.

The third quarter in numbers

The quarterly table in the amended prospectus covers seven quarters, from the three months ended March 31, 2025 to the three months ended September 30, 2026. The table below reproduces the main lines. All figures are in millions of US dollars.

The quarter ended September 30, 2025 also includes a $1.5 billion charge to settle the Bartz copyright litigation, which is why its total operating expenses exceed the sum of the four expense columns. PPC Land covered that settlement when it was announced in September 2025.

Revenue up 46.7% in a quarter

Third-quarter revenue of $16,956 million is 46.7% above the second quarter, by PPC Land's calculation. That is a slower sequential rate than the second quarter, when revenue rose 144% from $4,731 million, but it adds $5,401 million in a single quarter, more than Anthropic's entire revenue for 2025. Revenue for the four quarters of 2025 adds up to $4,585 million, by PPC Land's calculation.

On a year-over-year basis, the amended prospectus says "our revenue grew 1,127% year over year for the three months ended September 30, 2026, compared to our compute and infrastructure expenses that grew 382% during the same period." The October version made the same comparison for the second quarter, with revenue up 1,368% against compute up 300%. The gap between revenue growth and compute growth has narrowed, from roughly 1,068 percentage points to 745 points.

The new number also settles an estimate. The October text gave no dollar figure for third-quarter revenue, but it did say that revenue for the three months ended September 30, 2026 was 86 times revenue for the three months ended December 31, 2024. PPC Land applied that ratio to a fourth-quarter 2024 figure of $197 million and arrived at about $16.9 billion. The reported figure is $16,956 million.

Revenue for the nine months to September 30, 2026 was $33,242 million, against $2,545 million for the same period of 2025, an increase of 1,206%. Trailing twelve-month revenue through September 30, 2026 adds up to $35,282 million, by PPC Land's calculation from the quarterly table.

From operating profit to operating loss

The second quarter of 2026 was the first and so far only quarter in the table with an operating profit. The October filing showed it; the amendment shows it did not last. Total operating expenses rose 65.6% in the third quarter, from $10,581 million to $17,523 million, while revenue rose 46.7%. Expenses reached 103% of revenue, up from 92%.

Two lines account for most of the increase. Compute and infrastructure rose by $4,305 million to $9,863 million. Other operating and administrative expenses rose by $2,557 million to $3,588 million, most of it the non-cash donation charge. The other two lines moved in opposite directions: personnel expenses fell by $146 million and sales, marketing and partnerships rose by $226 million.

The amended prospectus warns that the pattern will recur. "We expect our use of short-term compute to continue to increase in the near term and to in turn compress our operating margin and Adjusted Operating Margin as a result," the management's discussion states. It describes the underlying mechanism as a cycle: compute arrives before the revenue it will support, so the expenses come first. "At our current stage, this cycle is an inherent aspect of our business and will cause operating margins to fluctuate from period to period, at times meaningfully, even if the underlying economics of the business continue to improve."

Below the operating line

The net loss for the third quarter was $23,291 million, down from $66,309 million in the second quarter. As in earlier periods, the bulk of it has nothing to do with operations. The change in fair value of convertible notes, derivative liabilities and SAFEs was a loss of $21,936 million. Other expense, net, was $1,640 million. Interest income rose to $1,248 million, from $762 million, on a larger cash pile. The provision for income taxes was $396 million, the largest quarterly tax charge in the table; the second quarter had none.

The fair-value line reflects instruments that convert into Anthropic stock. When the estimated value of the company's shares rises, the value of the notes and derivatives that will become shares rises with it, and the increase runs through the income statement as a loss. Over nine months, that line totals $94,324 million. Since inception, the amended prospectus says, $135.1 billion of the accumulated deficit of $156.2 billion comes from changes in the fair value of these instruments.

Other expense of $10,397 million over nine months breaks down into a loss of $11,008 million on partner-financing arrangements, a gain of $783 million on warrant rights and a loss of $52 million on a holdback liability. Most of the nine-month figure arrived in the second quarter, when the line was $8,448 million.

Net loss per share for the nine months was $50.10, on 2,076,810,122 weighted-average shares.

Short-term compute: the $5 billion premium

The single new disclosure that matters most for reading the third quarter is the distinction between two kinds of compute. Most of Anthropic's capacity is bought under multi-year contracts. The amended prospectus says the company typically procures this compute "12 to 18 months in advance of availability." When demand from customers or researchers runs ahead of what those contracts deliver, it buys short-term capacity, and the amendment now says plainly that this capacity "currently costs significantly more than comparable compute procured under our multi-year commitments."

The October filing did not use that phrase. The amendment repeats it in each place where it discusses margins.

Over the nine months, $6.5 billion of compute came under short-term commitments. Of that, $5.0 billion landed in the third quarter, which means short-term purchases in the first half were about $1.5 billion, by PPC Land's calculation. The third quarter's compute and infrastructure line of $9,863 million therefore includes roughly half of its cost in short-term capacity.

The company describes the effect on its main efficiency measure in two sentences. "In the three months ended September 30, 2026, our underlying compute efficiency improvements were partially offset by the delivery of additional compute, including $5.0 billion of compute under short-term commitments, which currently costs significantly more than comparable compute procured under our multiyear commitments. This reduced revenue per dollar of compute compared to the preceding quarter."

Revenue per dollar of compute is the ratio Anthropic uses throughout the prospectus to argue that its economics improve as it scales. In the second quarter, compute and infrastructure was 48% of revenue, the lowest in the series. In the third quarter, it was 58%. Excluding the $5.0 billion of short-term capacity entirely, the line would have been about $4.9 billion, or 29% of revenue, by PPC Land's calculation. That comparison overstates the effect, because some of the short-term capacity would have been needed in any case and would have cost something under any contract; the prospectus does not disclose the premium paid over long-term rates.

The amendment also adds a sentence explaining how the company intends to reduce reliance on expensive short-term capacity. It ties the solution to a new sourcing model, discussed below, called Anthropic Direct: "The flexibility from Anthropic Direct allows us to backfill the short-term compute we procure during periods of high demand with more cost-effective, long-term compute as our dedicated infrastructure comes online."

Compute as a share of revenue

The quarterly ratio of compute and infrastructure to revenue tells the story of the past seven quarters in one line:

The management's discussion explains the fall from 251% to 48% as a period in which "revenue growth outpaced the growth of our committed compute cost base," and the rise to 58% as "reflecting the delivery of additional compute." Over nine months, compute and infrastructure was $18,808 million, 57% of revenue, up 329% from $4,381 million in the same period of 2025.

Anthropic's compute is not a single cost. A supplementary table in the notes to the financial statements regroups operating expenses by function. Cost of revenue, which the notes say consists substantially of "compute and infrastructure costs associated with customer-serving workloads," was $4,812 million for the nine months, against $1,796 million a year earlier. Research and development, which includes compute for "model development, research, and internal usage workloads," was $19,240 million. Sales and marketing, which includes compute for free access to Claude, was $6,619 million. General and administrative, which includes the donation charge, was $3,831 million.

On that functional view, revenue less cost of revenue was $28,430 million for the nine months, a gross margin of about 85.5%, by PPC Land's calculation. The same calculation gives about 29% for the nine months of 2025 and about 60% for the full year 2025. The prospectus does not present a gross margin, and the figure depends on how Anthropic allocates compute between serving customers, running research and training models. What it shows is that most of Anthropic's compute bill does not go to the inference that customers pay for. It goes to building the next model.

Price cuts worth about $600 million

The amendment quantifies, for the first time, how much revenue Anthropic gives up when it lowers prices. The passage sits in the discussion of quarterly trends. "For the three months ended June 30, 2026 to the three months ended September 30, 2026, the increase in revenue due to higher usage was partially offset by a decrease of approximately $600 million from price reductions introduced as part of new model versions and contractual discounts," the management's discussion states. The same passage gives a smaller figure for an earlier quarter: approximately $70 million between the third and fourth quarters of 2025. "Price changes did not have a material impact on the other quarterly revenue trends presented."

The $600 million is about 3.5% of third-quarter revenue and about 11% of the sequential revenue increase, by PPC Land's calculation. Without it, revenue would have grown by about $6.0 billion in the quarter rather than $5.4 billion, a sequential rate of about 52% rather than 46.7%.

Price reductions that arrive with new model versions are part of how Anthropic competes. PPC Land reported on October 26 that the prospectus credits Claude Opus 5.5 with cutting cost per task by about 40% compared with Opus 5. The amendment adds the cost of that strategy on the revenue line. It also notes how quickly customers move to the newest models: "model versions released in the six months ended September 30, 2026 accounted for over 80% of our revenue for the three months ended September 30, 2026." A price cut attached to a new model therefore reaches most of the revenue base within two quarters.

The amendment names the models and products released during the period. The management's discussion says that while serving customer demand, the company "advanced the frontier with new leading models, including Mythos 5, Fable 5, and Opus 5, and launched new products, including Claude Cowork, Claude Security, and Claude Design." Over the nine months, the prospectus counts 250 new model versions, features and applications.

Personnel, channel partners and the donation charge

Personnel costs fell

Personnel expenses declined in the third quarter, to $1,711 million from $1,857 million, the first sequential decline in the table. The explanation is accounting rather than headcount. The management's discussion attributes the fall to "lower stock-based compensation expense due to certain option awards becoming fully vested, partially offset by higher cash compensation resulting from headcount growth." Stock-based compensation was $1,070 million in the third quarter, against $1,261 million in the second.

Headcount stands at about 5,300. The prospectus says headcount grew more than five times from December 31, 2024 to September 30, 2026, while third-quarter 2026 revenue was 86 times the revenue of the fourth quarter of 2024. Over the trailing twelve months, revenue rose about 1,200% and headcount about 170%. Trailing twelve-month revenue per employee was about $6.6 million.

For the nine months, personnel expenses were $4,863 million, up 374% from $1,027 million. Stock-based compensation accounted for $2.7 billion of the increase and cash compensation for $891 million.

Channel partners take a smaller share

Sales, marketing and partnerships expenses rose to $2,361 million in the third quarter from $2,135 million in the second, but fell as a share of revenue for the second quarter running: from 22% in the first quarter to 18% in the second and 14% in the third. The amended prospectus attributes the decline to two causes. One is "a decrease in revenue generated from sales through channel partners as a percentage of total revenue." The other is "changes in the terms of our channel partner distribution arrangements."

The line is dominated by fees paid to channel partners. Over nine months, it rose to $5,529 million from $322 million, an increase of 1,617%, and channel fees accounted for $4.8 billion of that increase. The management's discussion also cites "increased marketing and advertising expenses, driven by higher media spend to support product launches." Its most visible media purchase this year was a Super Bowl spot that attacked OpenAI's decision to put ads in ChatGPT.

The channel partners are, for the most part, the cloud marketplaces of Amazon, Google and Microsoft. Revenue from sales to customers through these marketplaces was approximately 11% of total revenue in 2023, 32% in 2024, 47% in 2025 and 44% in the nine months ended September 30, 2026. PPC Land reported a share of 48% for the first half of 2026 and 58% of net receivables at June 30; the nine-month figures are lower. Marketplace sales accounted for 52% of net accounts receivable at September 30, 2026, against 60% at the end of 2025. The marketplaces "bill end customers, collect payments on our behalf, and remit such amounts to us, net of applicable platform and other fees," the risk factors explain.

A share of 44% applied to nine-month revenue gives about $14.6 billion billed through the three hyperscaler marketplaces, by PPC Land's calculation. The same three companies sell Anthropic most of its compute.

A $2 billion donation charge in one quarter

The largest single new item in the third-quarter expense base is a non-cash charge of $1,960 million related to Anthropic's donation matching program. Under that program, employees pledge part of their equity awards, or the cash proceeds, to a donor-advised fund or other nonprofit, and the company matches the donation with shares of its Class N common stock. PPC Land's report on the exhibits set out the program's terms.

The amendment adds a paragraph on how the cost has grown. "Our public benefit-related expenses, which currently consist primarily of charitable donations under our donation matching program, were not significant before the three months ended September 30, 2026. For the nine months ended September 30, 2026, expenses related to our donation matching program were $2.1 billion, representing approximately 6% of our total operating expenses for that period." The company expects "the cadence and magnitude of resources directed toward our public benefit initiatives to increase in future periods."

The quarterly figures for non-cash charitable charges show the pattern: $541 million in the fourth quarter of 2025, $126 million in the first quarter of 2026, nothing in the second quarter and $1,960 million in the third. Because the match is paid in shares, the charge depends on the value of the shares at the time the obligation is measured, and it rises with the company's estimated value. The liability accrued at September 30, 2026 was $1,960 million. In October, according to the note on subsequent events, Anthropic issued 28.0 million Class N shares to settle it, and "the liability will be remeasured to fair value through the settlement date in the fourth quarter of 2026."

The charge sits inside other operating and administrative expenses, which rose to $3,588 million in the third quarter. Excluding it, the line was about $1,628 million, up 58% from $1,031 million in the second quarter, by PPC Land's calculation. The management's discussion names the other drivers: vendor costs for "data quality and performance evaluation services," information technology and cloud software, payment processing and platform fees, and professional services. Over nine months, the donation program added $2.1 billion to the line, data vendors $757 million, payment processing $435 million, professional services $428 million and information technology $407 million.

Adjusted measures

Anthropic reports three non-GAAP measures: Adjusted Operating Income (Loss), Adjusted Operating Margin and Adjusted Net Income (Loss). The first two exclude stock-based compensation, non-cash charitable contributions and the Bartz settlement. The third also excludes the change in fair value of convertible notes, derivative liabilities and SAFEs, the change in fair value of certain mark-to-market financial instruments, and the related tax effects.

On those measures, the third quarter looks different. Adjusted Operating Income rose to $2,463 million from $2,235 million in the second quarter. Adjusted Operating Margin fell to 15% from 19%, which the amended prospectus attributes "primarily" to "the $5.0 billion of short-term compute noted above." Adjusted Net Income was $3,167 million, up from $2,736 million.

Figures in millions of US dollars. The adjusted operating loss for the quarter ended September 30, 2025 also excludes the $1.5 billion Bartz settlement.

For the nine months, Adjusted Operating Income was $4,081 million, a margin of 12%, and Adjusted Net Income was $5,591 million. The mark-to-market adjustment, which covers instruments other than the convertible notes, was $10,277 million.

The gap between GAAP and adjusted results in the third quarter is $3,030 million at the operating line: $1,070 million of stock-based compensation and $1,960 million of charitable charges. Both are paid in shares. Both will rise if the shares rise.

Nine months against nine months

The amendment's period-over-period comparison now covers nine months. The table below sets out the main lines.

Figures in millions of US dollars. Percentage changes for the expense lines are as stated in the prospectus; the totals for 2025 and the changes in total operating expenses and interest income are PPC Land's calculations from the quarterly table.

The operating loss margin for the nine months was 4%. The net loss of $104,039 million is larger than all the revenue Anthropic has reported since 2023, because of the fair-value charges on instruments that will convert into shares.

Where the revenue comes from

Consumption and subscriptions

Anthropic splits revenue into consumption-based fees, mostly from API usage priced per token, and subscription fees, mostly from Claude plans for individuals and businesses. For the nine months, consumption revenue was $26,306 million, 79% of the total, and subscription revenue was $6,936 million, 21%. Consumption revenue increased by $24.2 billion and subscription revenue by $6.5 billion compared with the same period of 2025.

By geography, revenue from the United States was $23,470 million, about 71% of the total, and international revenue was $9,772 million, about 29%, by PPC Land's calculation from the figures in the notes.

What has already been contracted

Two balance-sheet items show how much revenue is already committed. Deferred revenue was $1,971 million at September 30, 2026. Remaining performance obligations, which include deferred revenue and amounts under non-cancelable contracts not yet recognised, "amounted to $13.8 billion." The notes say the company "expects to recognize approximately 75%" of that amount as revenue over the next 12 months.

Set against third-quarter revenue of $16,956 million, contracted backlog is modest. Most of Anthropic's revenue comes from usage that is not committed in advance. The risk factors spell out what that means: "Many of our top customers are not subject to long-term contracts with us or have contracts with near-term expiration dates and are able to reduce or in some cases cease spending at any time and for any reason."

Seasonality

The amendment includes a figure that shows how sensitive usage-based revenue is to the calendar. "For the two weeks ended January 2, 2026, total customer spend declined by approximately 20% compared to the prior two weeks ended December 19, 2025." The prospectus links the dip to code freezes over the holidays, when "developer commits and feature launches are typically slower," and warns that "our historical growth rates may mask the impact of seasonal trends on our results." The fourth quarter of 2026 ends in that same holiday period.

Customers

Concentration

PPC Land noted on October 26 that accounts of customer concentration in the first filing differed. The amended prospectus is explicit. "While no single customer represented more than 10% of our revenue for the nine months ended September 30, 2026, our top five customers represented approximately 25% of our revenue for the nine months ended September 30, 2026."

The trend runs toward a broader base. "Approximately 79% of our revenue came from customers outside of our top five customers for the three months ended September 30, 2026, up from approximately 64% for the three months ended March 31, 2026." The largest customers are still growing, however: "our revenue from each of our top five customers reached a record high" in the third quarter. Spending by the top five rose in absolute terms while their share of the total fell from about 36% in the first quarter to about 21% in the third, by PPC Land's calculation from those two percentages.

Large accounts and the long tail

The business section breaks down customers by size. Customers with $100,000 or more of trailing twelve-month revenue numbered about 20 at the end of 2023, about 200 at the end of 2024, about 1,500 at the end of 2025 and more than 11,900 at September 30, 2026. They generated 74% of trailing twelve-month revenue. "The remaining 26% of total revenue for the TTM period ended September 30, 2026 was generated by approximately 40 million customers, each with less than $100,000 of revenue on a TTM basis."

For the nine months, revenue from customers above $100,000 was $24.5 billion, or 74% of the total, against $1.9 billion and 75% a year earlier. More than 50% of these customers used both the developer platform and one of Anthropic's applications in the third quarter, up from about 30% in the fourth quarter of 2025.

The Fortune 500

The prospectus argues that its largest customers still spend little with Anthropic relative to their size. "Over 50% of the Fortune 500 and over 30% of the Global 2000 were customers with $100,000 or more of revenue on a TTM basis as of September 30, 2026." Revenue from those Fortune 500 customers represented, on average, "less than 0.1% of their total expenses" in the third quarter. For the ten largest Fortune 500 customers, the share was "less than 1% of their total expenses - still a small fraction of their overall spend, but over eight times the average of our Fortune 500 customers with $100,000 or more of revenue on a TTM basis."

The comparison is between Anthropic's revenue from a customer and that customer's total expenses, which the prospectus does not define further. It is a measure of headroom chosen by the issuer, not an industry benchmark.

Revenue from customers who broke the rules

One disclosure that appeared in October is now tied to a timetable. Anthropic recognises revenue from customers it later finds to be in breach of its usage policy or commercial terms, because "detection, investigation, and enforcement take time." The amended prospectus estimates that "revenue from such customers represented approximately 5% to 7% of our revenue for the nine months ended September 30, 2026." On nine-month revenue of $33,242 million, that range is about $1.7 billion to $2.3 billion, by PPC Land's calculation.

The company expects the share to fall "as we have enhanced our detection and enforcement efforts, in particular in August and September 2026; however, the timing and magnitude of any resulting adverse effect on our revenue and revenue growth are uncertain." The estimate "requires judgment and may change as our detection methodologies evolve and we identify previously undetected usage." The filing does not say what kinds of violations account for the revenue.

Claude writing Anthropic's code

The prospectus makes several claims about how Anthropic uses its own product, and they sit at the centre of the company's case that its costs can grow more slowly than its revenue. "Over 90% of the contributions to our codebase in September 2026 were written by Claude." The average daily volume of code contributed per engineer in the third quarter "was over 45 times the average daily volume in the year ended December 31, 2024." On internal benchmarks of "more challenging, open-ended engineering problems that lack a clear specification," Claude's success rate "reached approximately 90% in September 2026, up approximately 50 percentage points in nine months."

The prospectus also measures its internal consumption in dollars. "The value of our own internal Claude usage at list prices has grown by over 250 times from January 2026 to September 2026, and in April 2026, this monthly value first exceeded our monthly personnel expense, excluding stock-based compensation." In other words, by its own list prices, Anthropic now spends more on Claude for its own staff than it pays those staff in cash each month. That internal consumption is part of the research and development compute in the functional table, not revenue.

PPC Land has reported on one internal example, in which Claude Cowork cut the build of a weekly report from two days to two hours. The prospectus also says Claude Cowork has been merging into Claude.ai since September.

Cash flow

Anthropic generated cash from operations in the first nine months of 2026, a reversal from every earlier period in the filing. Net cash provided by operating activities was $6,569 million, against cash used of $2,024 million in the same period of 2025 and $2,637 million used in the full year 2025. The management's discussion attributes the improvement to "an improvement in net loss adjusted for non-cash items, partially offset by a lower benefit from changes in working capital."

Working capital moved sharply. Accounts receivable rose by $7,076 million over the nine months, a use of cash. Deferred revenue rose by $1,702 million and accounts payable and accrued liabilities by $4,377 million, both sources of cash.

Capital expenditure is still small relative to the commitments described later in this article, because most of Anthropic's compute is rented or leased rather than owned. Purchases of property and equipment were $925 million for the nine months. Prepayments for leased assets and equipment were a further $1,955 million. Subtracting capital expenditure alone from operating cash flow gives free cash flow of about $5.6 billion for the nine months; subtracting the lease prepayments as well gives about $3.7 billion. Both are PPC Land's calculations; the prospectus does not report a free cash flow figure.

Investing activities used $36,546 million, most of it in purchases of short-term investments ($40,318 million, against $6,900 million of sales and maturities). Financing activities provided $110,735 million, almost all of it from the sale of preferred stock ($110,432 million). No convertible notes were issued for cash during the nine months.

Balance sheet

At September 30, 2026, Anthropic held $95,562 million in cash and cash equivalents and $36.3 billion in short-term investments, a total of $131,845 million. That is almost exactly where it stood at June 30, when the total was $131,651 million. A further $2.6 billion of restricted cash is held "primarily due to amounts held as collateral for our lease and other obligations."

Including $14.8 billion of availability under its revolving credit facility, the amended prospectus puts liquidity at $146.6 billion before the proceeds of the offering.

Total assets were $154,320 million and total liabilities $146,683 million. Redeemable convertible preferred stock, classified outside stockholders' equity, was $157,510 million. Total stockholders' deficit was $149,873 million. The accumulated deficit reached $156.2 billion, up from about $132.9 billion at June 30, the difference being the third-quarter net loss.

Those deficits are an artefact of the capital structure. The preferred stock converts into common stock when the offering closes, and the convertible notes convert into Class N shares. Once that happens, most of the liabilities that drive the deficit disappear from the balance sheet.

The Amazon notes at $130.5 billion

The largest liability on the balance sheet is a set of convertible notes held by Amazon. Their principal is $6,203 million: $2,186 million issued under a 2023 note purchase agreement and $4,017 million under a 2024 agreement. Their fair value at September 30, 2026 was $130,502 million, up from $41,677 million at December 31, 2025.

The gap between principal and fair value reflects the conversion terms. At the offering, the notes convert automatically into Class N common stock at the lower of a fixed price, $2.0928 per share for the 2023 notes and $5.0478 per share for the 2024 notes, and the price at which the stock is offered to the public. At those fixed prices, the notes convert into 1,840,444,962 Class N shares, subject to a cap that limits Amazon's ownership to 12%. The 2023 notes mature in March 2034 and the 2024 notes in January, May and November 2035, according to the amended prospectus. Any portion that cannot convert without breaching the ownership cap converts at the close of each later fiscal quarter, at the lowest of the fixed price, the offering price and a 10-day volume-weighted average market price.

Dividing the fair value by the number of shares gives about $70.91 per share, by PPC Land's calculation. The prospectus does not state the per-share value used to measure the notes, and the fair value also reflects terms other than the share price.

The same rising valuation shows up as income on the other side. PPC Land's report on Amazon's third-quarter results recorded that Amazon booked a $16.8 billion non-cash gain on Anthropic in the first quarter of 2026 and $53.4 billion of other income in the second, primarily from Anthropic. In Anthropic's accounts, the increase in the value of instruments that will become shares is recorded as a loss.

What the accounts imply about the share price

The price range is blank, but several disclosures in the amended financial statements point to the same estimate of what Anthropic's common stock was worth at the end of the third quarter. None of them is a market price. Each is a value the company uses for accounting.

Stock options. At September 30, 2026, 1,774,342,693 options were outstanding at a weighted-average exercise price of $2.91, with an aggregate intrinsic value of $119,103 million. Intrinsic value is the difference between the fair value of the stock and the exercise price. Dividing $119,103 million by the number of options and adding back $2.91 gives a fair value of about $70.04 per share, by PPC Land's calculation. The same calculation at December 31, 2025, using an intrinsic value of $31,415 million on 1,982,743 thousand options at $1.81, gives about $17.65. On that measure, the estimated value of the common stock roughly quadrupled in nine months.

Donation settlements. In the first quarter of 2026, Anthropic issued 30.6 million Class N shares to settle donation matching obligations recorded at $667 million, about $21.80 per share. In October, it issued 28.0 million Class N shares to settle a liability of $1,960 million accrued at September 30, about $70.00 per share. Both are PPC Land's calculations.

The grant table. The fair value of common stock used to value option grants ranged from $0.51 to $1.08 in 2023, $1.30 to $2.23 in 2024, $3.45 to $16.69 in 2025 and $21.56 to $68.54 in the nine months to September 30, 2026. Options granted in the nine months had a weighted-average exercise price of $22.43. RSUs granted in the period had a weighted-average grant-date fair value of $49.38.

The last priced round. In the second quarter of 2026, Anthropic sold 77.6 million Series H-1 and 33.1 million Series H-2 preferred shares at $589.0095 per share, raising $65.2 billion. The conversion rate of the preferred stock was "proportionately adjusted" for the 10-for-1 split of the common stock on September 17, 2026, which makes the Series H price equivalent to about $58.90 per common share, by PPC Land's calculation. The fair value implied at September 30 is about 19% above that.

An implied valuation follows from these figures, with heavy qualifications. The 846,840,960 Class N shares contributed to the Anthropic Public Benefit Fund represent, according to the prospectus, 5% of fully diluted shares as of June 30, 2026, assuming full conversion of the Amazon notes. That implies about 16.9 billion fully diluted shares at that date. At about $70 per share, the total is about $1.19 trillion. That figure is PPC Land's calculation, not a number in the filing. The share count has changed since June 30, the fair values are internal estimates made for accounting purposes, and the offering price, when it is set, may differ.

The $895.4 billion commitment total

The October filing described Anthropic's purchase commitments and leases as "more than $" with the figure missing. PPC Land's report on who profits from Anthropic's spending noted that every total published at the time was a sum by an outside party. The amendment now gives the company's own figure. "As of and subsequent to September 30, 2026, we have entered into purchase commitments and lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate committed spend of approximately $895.4 billion."

The total is built from five components, each described in the liquidity section.

The contractual obligations table itself breaks down into operating leases of $4,224 million, with a weighted-average remaining term of 10.3 years; finance leases of $1,950 million, with 4.8 years; and purchase commitments of $313,819 million, "primarily" future minimum payments "under CSP hosting and other third-party infrastructure service agreements." By year, the table shows $5,231 million for the rest of 2026, $29,165 million for 2027, $44,357 million for 2028, $47,752 million for 2029, $45,070 million for 2030 and $148,418 million thereafter.

The largest component is not in that table at all. Leases signed but not yet commenced total approximately $451.2 billion. "Generally, these lease obligations are expected to commence between 2026 and 2028, with lease terms ranging from less than one year to 20 years, with a weighted-average term of approximately 10 years." Commitments signed after the quarter end add $100.2 billion, "primarily consisting of data center leases and CSP hosting and other third-party infrastructure service agreements."

Timing and conditions

Approximately $447.5 billion of the total is expected to be incurred before December 31, 2030, and "substantially all of the remainder is expected to be incurred between 2031 and 2045." Approximately $69.8 billion is due in the 12 months following September 30, 2026, of which about $4.3 billion relates to arrangements still subject to conditions.

The amendment adds a qualification to the total. "Approximately $213.8 billion of the aggregate total of our contractual obligations relates to arrangements that are subject to either exercisable termination rights or contingent conditions prior to commencement, such as the counterparty's ability to secure financing, facilities, or regulatory approvals, as applicable. If those conditions are not met, the arrangement may be terminated." That is about 24% of the total, by PPC Land's calculation. The rest, about $681.6 billion, is not subject to such conditions, although the filing notes that Anthropic can terminate or obtain remedies under many agreements if counterparties fail to deliver.

The total also leaves things out. A footnote excludes arrangements "that do not specify a fixed dollar commitment," and estimates the payments under them at "approximately $150 billion to $175 billion." Two are described: additional TPU compute from Google, estimated at $125.0 billion to $150.0 billion and expected to be delivered between 2028 and 2031, and AMD's Helios systems, where expenditures are expected to "exceed $20.0 billion" if the initial committed capacity is fully procured. Adding the excluded range to the stated total gives about $1.05 trillion to $1.07 trillion, by PPC Land's calculation.

Scale against revenue

Set against the revenue Anthropic has earned so far, the total is large. It is about 25 times trailing twelve-month revenue of $35.3 billion, by PPC Land's calculation. The $69.8 billion due in the next 12 months is close to third-quarter revenue multiplied by four, about $67.8 billion. Liquidity of $146.6 billion covers the next 12 months of commitments about twice over, before any offering proceeds.

The amended prospectus says how it intends to pay. "We intend to fund these investments through the revenue we generate and the capital that we raise." It also acknowledges that the profile of the business is changing: the build-out is expected "to change the cash flow profile of our business and to be a significant use of net cash in operating and investing activities for the foreseeable future."

Counterparty by counterparty

The infrastructure section describes the most significant agreements. The table below compares them with what PPC Land reported from the October filing.

The Google agreement is the one figure that changed. The CSP hosting agreement was signed in March 2026 and "subsequently amended between May and October 2026," and the minimum commitment now stands at "approximately $121.3 billion," up from the $114.5 billion in the October filing, an increase of about $6.8 billion. The commitments to the three cloud providers, which PPC Land summed to $269.4 billion a week ago, now total about $276.2 billion, by the same method.

The Microsoft agreement, signed in November 2025, is described as "subsequently amended between February and October 2026." PPC Land's October 26 table listed the Microsoft term as running to May 2033. The amended prospectus says June 2033.

The Nscale and Lambda descriptions now carry the conditions that explain part of the $213.8 billion of contingent commitments. Nscale "is required to use best efforts to obtain qualifying financing for the NVIDIA GPUs and data center infrastructure within a specified period following the effective date of such agreements." Under the largest Lambda agreement, "either party may terminate if Lambda does not timely secure the facility lease." SpaceXAI, formerly X.AI, remains the most flexible: after the initial periods end in early 2027, "each agreement may be cancelled by either party upon 90 days' advance written notice."

The fixed or maximum amounts named in this section add up to about $643.8 billion, by PPC Land's calculation. The rest of the $895.4 billion sits in data centre leases, smaller agreements and commitments signed after September 30, which the amendment does not itemise.

Anthropic Direct

The amended prospectus describes a change in how Anthropic sources compute. "As our compute needs have grown substantially, we are shifting from sourcing compute solely through fixed-term cloud agreements to a hybrid model that also includes leasing chips directly and hosting them in dedicated facilities operated on our behalf. We refer to this additional source of compute as Anthropic Direct."

The logic is about sequencing. Data centres need long lead times but account for a smaller share of total compute cost than the chips inside them. "This approach enables us to secure data center capacity early while deferring larger accelerator investments until our specific compute needs are more certain." The company describes it as "a more flexible use of capital by allowing us to separate our commitments for data center capacity from our commitments for the compute infrastructure deployed inside them."

Anthropic Direct is already a large part of the commitment total. "A significant portion of this total committed spend relates to Anthropic Direct, and we expect it to represent a growing share of our compute investments over time." The Broadcom equipment leases are its clearest example: Anthropic leases TPU-based hardware from Broadcom and from financing entities, through two special purpose subsidiaries, for deployment "in dedicated data center facilities operated by others on our behalf." The leases are accounted for as finance leases, with rent "typically commencing upon AI infrastructure equipment becoming 'ready for service.'"

The model shifts some of the risk that cloud providers used to carry. Under a cloud agreement, the provider owns the chips and the building. Under Anthropic Direct, Anthropic leases the chips, guarantees the obligations of the subsidiaries that hold the leases, and commits to the data centre space separately. In connection with the 2026 lease arrangement, it has deposited cash into a restricted account for the benefit of Broadcom, and "may be required to deposit additional cash under certain circumstances."

The Broadcom amendment of October 26

Exhibit 4.4 was filed again with the amendment, and the new version is different. The October filing included the note purchase agreement with Broadcom dated March 31, 2026, which PPC Land analysed a week ago: up to $42 billion of notes, carrying 9% interest or 13% during a breach period, issued only to pay rent on TPU equipment leases. The refiled exhibit is "Amendment No. 1 to Note Purchase Agreement," dated as of October 26, 2026, the day the first registration statement was filed. It is signed for Anthropic by Krishna Rao, chief financial officer, and for Broadcom by Hock Tan, president and chief executive officer, and attaches a conformed copy of the agreement as amended.

The economic terms that PPC Land reported are unchanged in the conformed copy: the total commitment of "forty-two billion U.S. dollars," interest at 9.00% or 13.00% in a breach period, and a payment of 150% of the outstanding amount on a sale of the company. The revenue thresholds that define a breach remain redacted.

What changes is who the notes pay. The amendment defines a "Broadcom Master Lease" between Broadcom and AI Infrastructure OpCo II, LLC, the Anthropic subsidiary that leases the equipment, and adds a second master equipment lease between a party whose name is redacted and the same subsidiary, dated as of October 26. The definition of "Lease Agreement" now extends to successors under leases resulting from "one or more full or partial novations or assignments of the Broadcom Master Lease." A new provision covers the case in which the lessor is neither Broadcom nor a Broadcom affiliate: "the Investor is hereby directed by the Company to fund the proceeds from any issuance of Notes in cash to the Lessor."

This matches a sentence in the management's discussion. "In October 2026, Broadcom assigned to a newly formed special purpose financing entity its rights and obligations with respect to a portion of the equipment under the 2026 Lease Arrangement. These assignments did not increase our aggregate rent payments under the Lease Arrangements." Broadcom had already assigned part of its rights under one of the leases to another third party in the second quarter. The effect of the amendment is that Broadcom remains the lender under the note facility even where it is no longer the landlord: it buys Anthropic's notes and sends the cash to whoever now holds the lease.

Financing capacity

Beyond its cash, Anthropic has several sources of committed capital. The amended prospectus counts "up to $77.0 billion in available financing capacity under our NPAs and up to $5.0 billion in equity commitments."

The note purchase agreements

The $77.0 billion breaks down into three agreements. The notes to the financial statements explain why the figures differ from the headline amounts.

Google's agreement, signed in March 2026, provided for up to $30.0 billion of convertible notes or non-voting common stock through December 31, 2030. Non-voting stock would be issued at the 30-day trailing volume-weighted average price; notes would bear interest at 9.0% a year, compounded annually and payable at maturity, and mature six years after issuance. In May 2026, Google invested $10.0 billion in the Series H preferred round, "which reduced the amount available for issuance under the Google 2026 NPA to $20.0 billion." Note requests are "driven by the achievement of certain conditions under certain third-party compute agreements and specified TTM revenue targets, which we have historically surpassed." Issuances are capped so that Google's ownership does not exceed 14.99% on a post-money, as-converted basis; any excess is funded through a non-interest-bearing rollover note that matures in 10 years and converts into Class N stock each quarter. Google also holds an option to buy up to $10.0 billion of stock in a private placement alongside the offering, which would reduce the amount available under the note agreement by the same sum.

Amazon's agreement, dated April 20, 2026, provided for up to $20.0 billion of non-voting common stock or convertible notes. The notes to the financial statements describe the notes as bearing interest at 8.0% a year, compounded annually and payable at maturity, and maturing ten years after issuance. Amazon's $5.0 billion investment in the Series H round reduced the available amount to $15.0 billion. Amounts become available "in $5.0 billion increments following the achievement of the relevant compute capacity milestones" under commercial agreements between the two companies, and issuances may be made until the earlier of 30 months after the offering and the termination of certain of those agreements. Anthropic does not expect to issue any notes under it before the offering.

Broadcom's $42 billion agreement, described above, can only be used to pay lease rent.

As of September 30, 2026, no notes or shares had been issued under the Google or Amazon agreements.

AMD's $5 billion equity commitment

The equity commitment comes from AMD. Under a hardware supply framework signed in July 2026 for AMD-based Helios rack-scale systems with Instinct MI450 series GPUs, "AMD has provided a commitment to purchase up to $5.0 billion of our Class N common stock, which becomes available for us to draw on in increments following the achievement of specified AMD GPU delivery and deployment milestones." Anthropic expects the first milestone to be reached in 2027. After the offering, the purchase price will equal the 30-trading-day volume-weighted average price of the Class A stock, and draw requests must be made within 12 months of the final delivery and deployment of AMD capacity.

The arrangement mirrors the others: a chip supplier sells hardware to Anthropic and, in return, provides capital that funds part of the purchase.

The revolving credit facility

In September 2026, Anthropic replaced its revolving credit facility with an amended and restated agreement providing for a $15.0 billion senior secured revolver, "with the full amount thereof available for letters of credit." The facility matures on September 4, 2031, subject to an earlier springing maturity in certain circumstances. The original facility, signed in May 2025, was $2.5 billion, increased to $2.75 billion in September 2025 and $3.25 billion in November 2025.

At September 30, 2026, nothing had been drawn and $205 million of standby letters of credit were outstanding. The facility is guaranteed by certain subsidiaries and secured by substantially all of the company's assets, but the agreement provides that the guarantees and security will be released once Anthropic obtains an investment-grade rating from at least two of Moody's, S&P and Fitch.

New language on AI building AI

The amendment's most consequential new text is not in the financial statements. It is in two passages, one in the risk factors and one in the business section, that describe how close Anthropic believes it is to a threshold in its own safety framework.

"Dramatically accelerated progress"

The risk factor on AI-assisted research already warned, in October, that relying on Claude to build its successors could let flaws "propagate into the next versions of models." PPC Land's report on the first filing quoted that language, and the prospectus's description of the dynamic as "closing the loop." The amendment adds a specific example of the measurement problem that dynamic creates:

"Much of our evidence regarding the pace of such AI-driven acceleration is derived from lagging indicators, and our ability to forecast or measure the rate at which our capabilities are advancing, including any acceleration attributable to our most recent or unreleased models, is limited. As a result, we have in the past not identified, and may in the future not identify, a significant acceleration in our rate of development until after it has occurred. For example, our internal estimates and our expectations regarding future models, rather than our current models, indicate that we may imminently meet our Responsible Scaling Policy's definition of 'dramatically accelerated progress attributable to AI.' We have not designated any of our current models as exceeding this threshold, and we continue to assess the underlying data. We are also evaluating the implications of meeting the AI research and development capability threshold and will release further reports in the future as we set forth in our Responsible Scaling Policy."

The Responsible Scaling Policy is Anthropic's published framework for deciding what safeguards a model needs before it is trained further or deployed. The passage does not say which model, or when. It distinguishes current models, which the company has not designated as crossing the threshold, from "future models," which its internal estimates suggest may do so imminently. And it ties the disclosure to a commitment to publish further reports under the policy.

The paragraph then sets out the business consequence. "If our capabilities were to outpace our safety, alignment, and security measures, or if we were unable to anticipate the pace of such advancement, we may be unable to adequately assess or mitigate the resulting risks." The precautionary measures the company has taken in the past "have included delaying the release of models and limiting their initial availability, such as with Mythos through Project Glasswing." Future measures "could include additional measures that affect whether, how, and when we develop or deploy new models or capabilities," and "could slow our capability gains relative to competitors that do not adopt similar constraints."

For a company asking public investors to fund a $895.4 billion compute programme, the disclosure has a direct financial meaning. A threshold under the company's own policy could trigger safeguards that delay or restrict the models that generate its revenue, at a time when model versions released in the previous six months account for more than 80% of quarterly revenue.

Keeping humans in control

The business section makes a related statement about the limits of automating research. After describing how Claude now writes most of the company's code, it says: "Using AI to help build more capable AI could also pose a considerable safety risk, particularly if it sharply accelerates the pace of progress. This is one of the areas covered by our Responsible Scaling Policy, which sets out our plans to monitor and mitigate the risks as we approach what has been termed 'recursive self-improvement.'"

The amendment adds the conclusion. "However, we do not anticipate being able to safely use Claude to fully autonomously design and build successive generations of frontier models without meaningful human supervision or understanding, if and when that becomes technically possible. Accordingly, we are considering updates to our Responsible Scaling Policy to keep humans in control of frontier model development at Anthropic."

A third new sentence, in the risk factors, describes what such an update might involve. The October text already said the company had recently chosen "to delay pre-training a new frontier base model for more than a month" to strengthen security against theft of model weights. The amendment continues: "We are also considering additional measures, including updates to our Responsible Scaling Policy, to require human review and approval of certain decisions in our research and development processes as our models perform an increasing share of that work."

Taken together, the three passages describe a company that expects its frontier model development to be increasingly done by its own models, that is not sure it can measure how fast that is happening, and that is considering formal rules to keep people in the decision chain. They are framed as risk disclosures, not as announcements. The amendment does not say when any policy update would be published.

Equity after September 30

The note on subsequent events, evaluated through November 2, lists several equity actions taken in October.

The board approved grants of "approximately 47 million RSUs that vest based on a service-based condition only, generally over four years." The company "is in the process of determining the grant-date fair value of these awards." At about $70 per share, the fair value implied by the option disclosures, those grants would be worth about $3.3 billion, by PPC Land's calculation.

In October, the company amended the employment agreements of certain executive officers "that provide for cash severance, continued health coverage and accelerated vesting of a number of outstanding equity awards upon certain conditions." Because the performance condition on the affected RSUs was not considered probable at the date of the change, those RSUs "are expected to be remeasured at their modification-date fair value."

The board adopted, and stockholders approved, a 2026 Equity Incentive Plan with up to 2,950.0 million Class A shares initially reserved and a 2026 Employee Stock Purchase Plan with 160.0 million, both subject to annual increases and both effective the day before the registration statement becomes effective.

After September 30, the company also issued 848,882 Class N shares, and an undisclosed number of Class A shares, in connection with acquisitions of privately held companies.

The RSU charge at listing

The amendment repeats a warning that will matter for the first quarter after the listing. Most of Anthropic's RSUs carry two vesting conditions: continued service and a liquidity event. No expense has been recognised for them because the second condition has not been met. "As of September 30, 2026, there was approximately $32.3 billion of total unrecognized stock-based compensation expense related to RSUs. Of that amount, $8.2 billion relates to RSUs for which the service-based vesting condition had been satisfied or partially satisfied."

When the registration statement becomes effective, the performance condition is met, and the company will record a cumulative catch-up charge. The amount is still blank: "Upon the completion of this offering, we will record cumulative stock-based compensation expense of approximately $ related to RSUs outstanding as of the date of this offering." In the nine months, Anthropic granted 542.9 million RSUs at a weighted-average grant-date fair value of $49.38, a total of about $26.8 billion, by PPC Land's calculation.

The refiled charter

The certificate of incorporation filed as Exhibit 3.1 in October was the restated charter executed on May 27, 2026. The refiled exhibit contains the same restated text and attaches two certificates of amendment that the October exhibit did not include.

Certificate of Amendment No. 1, signed on September 17, 2026, carries out the 10-for-1 stock split. It renames the voting common stock as Class A and the non-voting N-Class as Class N, subdivides each existing share into ten, and sets the authorised Participating Common Stock at 18,035,000,000 shares: 10,906,111,730 Class A and 7,128,888,270 Class N. It combines every 1,000 shares of Class T common stock into one. It also changes the wording of the trigger that converts preferred stock at an offering, from a sale of "Common Stock" to "immediately prior to the closing of the Corporation's sale of its capital stock," with the threshold of "not less than $100,000,000, net of underwriting discounts and commissions" unchanged.

Certificate of Amendment No. 2, signed on October 23, 2026, increases the authorised Class N stock to 7,975,729,230 shares. The increase, 846,840,960 shares, is exactly the number of Class N shares contributed to the Anthropic Public Benefit Fund. The note on subsequent events describes the same step: the charter was amended to raise the Class N authorisation to 7,975.7 million shares, and stockholders "approved the issuance of up to 846.8 million shares of Class N common stock to a newly formed, wholly owned subsidiary of the Company in furtherance of the Company's public benefit purpose."

The preferred stock authorisation, 1,040,440,652 shares, is unchanged. The charter that will govern the company after the listing, with the 300 billion Class A shares and 100 billion Class N shares described in the prospectus, is a separate document that has not yet been filed.

Lock-ups: a staged release

The amended prospectus sets out in detail how shares held before the offering will become available for sale. The terms do not follow the single 180-day lock-up common in US listings. They combine two lock-up periods with a series of timed partial releases.

All directors and officers and "substantially all of our stockholders" are bound by lock-up or market standoff agreements, in four groups:

• Non-founder directors, officers and certain current and former employees and consultants, until the earlier of the second full trading day after the release of results for the quarter ending March 31, 2027, or the 180th day after the prospectus.
• Certain stockholders holding a percentage of fully diluted shares that is still blank, on the same 180-day terms.
• Certain other stockholders, also with a blank percentage, until the earlier of the second full trading day after the release of results for the quarter ending September 30, 2027, or the 365th day.
• The seven co-founders, on the same 365-day terms.

Within those periods, a schedule releases shares in tranches. The first tranche, for non-founder directors, officers and certain employees and consultants, becomes available on the first trading day after the prospectus. Further tranches follow on the 27th, 48th, 62nd and 76th days, then on dates keyed to the release of full-year 2026 results and of results for the first, second and third quarters of 2027. Every share count and percentage in the schedule is blank.

The structure ties the release of most insider shares to earnings dates, which spreads selling pressure across a year and avoids a single unlocking date. The co-founders, who PPC Land reported will control 50.1% of the vote through Class F stock, are locked up the longest.

Litigation updates

The legal proceedings section repeats the status of Anthropic's dispute with the Department of War, which PPC Land has followed since the company sued over the supply-chain risk label. The district court in Northern California granted summary judgment largely in Anthropic's favour on August 27, 2026. On September 25, 2026, the D.C. Circuit denied Anthropic's petition for review in a 2-1 decision, upholding the Section 4713 designation. The company has asked the full D.C. Circuit to rehear the case. The notes to the financial statements say the company "is evaluating its next steps with respect to the D.C. Circuit's decision."

The notes also record that in a copyright case brought by music publishers over song lyrics, now in the Northern District of California, both sides filed motions for summary judgment and "the court held a hearing on October 21, 2026." And they describe "several putative class action complaints alleging that it markets and sells subscription plans for Claude through false, misleading, and deceptive advertising practices," which are "generally in the early stages." Anthropic disputes the allegations in both matters.

What it means for marketing and advertising

Anthropic's revenue comes from consumption fees and subscriptions. The prospectus reports no advertising revenue, and nothing in the amendment changes that. Its own advertising spend is modest by the standards of its revenue: the audited accounts show advertising expenses of $33 million in 2024 and $147 million in 2025. Its rival has gone the other way. ChatGPT ads passed a $1 billion annualised run rate by August 31 and on October 21 expanded to 26 more countries, for a total of 89.

The amendment matters to the industry in other ways.

The first is price. Agencies, ad-tech firms and marketing software companies that build on Claude buy it by the token, and the $600 million revenue reduction from price cuts in the third quarter is, from their side of the ledger, a saving. The prospectus's statement that more than 80% of revenue comes from models released in the prior six months means those savings reach customers quickly, but also that tools built on one model version face a migration within months.

The second is capacity. The amended prospectus states that the company has "historically operated in a compute-constrained environment in which demand for compute has exceeded the supply available to us." The $5.0 billion of short-term compute in the third quarter is the cost of meeting that demand. Constraints of this kind have shown up elsewhere: PPC Land has reported that Gemini 4 Argon's 25 trillion tokens in 72 hours left Google short of compute. For businesses that depend on API access for campaign tooling, a supplier buying expensive spot capacity is a supplier that is running near its limits.

The third is the companies that sell advertising. Amazon, Alphabet and Microsoft, three of the largest advertising businesses, are also Anthropic's largest compute suppliers, sales channels and, in two cases, shareholders. The amendment raises the minimum Google Cloud commitment to about $121.3 billion. Alphabet's third-quarter 10-Q reported a cloud backlog of $567.7 billion at September 30; Anthropic's Google commitment is equivalent to about 21% of that figure, by PPC Land's calculation, although Alphabet does not identify the contracts in its backlog. Alphabet's capital spending to build that capacity has already turned its free cash flow negative. For Microsoft, whose AI business reached a $37 billion run rate, the commitment period under Anthropic's $44.9 billion agreement begins this month.

The fourth is the flow of enterprise budgets. More than half of the Fortune 500 now spend $100,000 or more a year with Anthropic, yet on average that spending is less than 0.1% of their total expenses. And 44% of Anthropic's revenue passes through the marketplaces of the same three cloud providers, which means much of the enterprise spending on Claude is bought, billed and collected by companies that also compete with it.

The wider market context is one PPC Land has tracked through 2026. Barclays estimates that AI will supply 75% of S&P 500 earnings growth next year, while Apollo has found no AI payoff yet in the margins of the other 493 companies, and Ray Dalio has said his bubble indicator puts AI level with 1929 and 2000. Anthropic's amendment offers data for both readings: revenue up 1,127% in a year, and commitments 25 times that revenue.

What remains open

Several figures and questions remain unresolved after the November 2 filing.

• The price range, the number of shares offered and the expected proceeds are blank.
• Run-Rate Revenue as of October 31, 2026 is blank.
• The cumulative stock-based compensation charge to be recorded at the offering is blank, as are the share counts and percentages in the lock-up schedule.
• The amended prospectus does not disclose the premium paid for short-term compute over long-term rates, only that it "currently costs significantly more."
• The $895.4 billion total is not broken down by counterparty beyond the agreements described in the infrastructure section, and the parties to the post-September commitments of $100.2 billion are not named.
• The name of the new lessor under the Broadcom note agreement is redacted, as are the revenue thresholds that would raise the interest rate on the Broadcom notes to 13%.
• The amendment does not name the future model whose expected capabilities may meet the Responsible Scaling Policy threshold, or say when the policy update it describes would be published.
• The charter that will govern the listed company has not been filed, nor have the underwriting agreement and the legal opinion.

A further amendment with the price range would normally follow before the roadshow.

Timeline

• September 2025 - Anthropic agrees to a $1.5 billion settlement in the Bartz copyright case, recorded in the third quarter of 2025
• November 2025 - Anthropic signs its compute agreement with Microsoft, later amended between February and October 2026
• December 19, 2025 to January 2, 2026 - Customer spend falls about 20% over the holiday fortnight
• February 27, 2026 - The President orders federal agencies to stop using Anthropic's models; the Department of War designates the company a supply-chain risk
• March 2026 - Google CSP hosting agreement and Google note purchase agreement for up to $30.0 billion signed
• March 31, 2026 - Broadcom note purchase agreement for up to $42 billion signed
• April 2026 - Amazon compute commitment of at least $110.0 billion through April 2036; internal Claude usage value first exceeds monthly cash personnel expense
• April 20, 2026 - Amazon note purchase agreement for up to $20.0 billion signed
• May 2026 - Google invests $10.0 billion and Amazon $5.0 billion in the Series H round, reducing their note facilities to $20.0 billion and $15.0 billion
• Second quarter of 2026 - Series H sold at $589.0095 per share for $65.2 billion; Anthropic reports operating income of $974 million
• July 2026 - AMD hardware supply agreement, with a $5.0 billion Class N purchase commitment
• August 2026 - Nscale and Lambda agreements; enhanced usage-policy enforcement in August and September
• August 27, 2026 - Northern District of California largely grants summary judgment to Anthropic in the federal dispute
• September 2026 - $15.0 billion amended and restated credit facility signed
• September 17, 2026 - 10-for-1 stock split and Certificate of Amendment No. 1
• September 25, 2026 - D.C. Circuit denies Anthropic's petition 2-1
• September 30, 2026 - Third quarter ends: revenue $16,956 million, operating loss $567 million, $5.0 billion of short-term compute
• October 2026 - Broadcom assigns part of a lease to a special purpose financing entity; 28.0 million Class N shares issued to settle donation matching; executive agreements amended; 2026 equity plans adopted
• October 21, 2026 - Hearing on summary judgment motions in the music publishers' case
• October 23, 2026 - Certificate of Amendment No. 2 raises authorised Class N stock to 7,975,729,230 shares
• October 26, 2026 - Original registration statement filed; PPC Land reports on the filing, the compute contracts, Claude's cost per task and the exhibits; Broadcom note amendment dated the same day
• October 31, 2026 - Measurement date for Run-Rate Revenue, still blank
• November 2, 2026 - Amendment No. 1 filed; subsequent events evaluated through this date
• November 2026 - Microsoft commitment period begins
• December 2026 - Full SpaceXAI capacity expected, at about $3.1 billion a month
• January and March 2027 - SpaceXAI non-cancelable periods end
• 2027 - First AMD milestone expected; initial Helios tranche
• 2028 to 2031 - Expected delivery of additional Google TPU compute, estimated at $125.0 billion to $150.0 billion
• September 4, 2031 - Credit facility matures
• 2045 - Last year in which commitments are expected to be incurred

Related PPC Land coverage

• Anthropic files for Nasdaq IPO with $16.3bn in first-half revenue - The October 26 filing: first-half results, governance and the blanks the amendment partly fills.
• Amazon, Google and Microsoft hold $269bn of Anthropic compute contracts - How the cloud providers profit as investors, suppliers and sales channels.
• Claude Opus 5.5 cuts cost per task 40%, Anthropic IPO filing says - What the prospectus says about Claude's products and why marketers use them.
• Anthropic IPO exhibits show 9% interest on Broadcom's $42bn chip notes - The contracts behind the prospectus, including the Broadcom agreement amended on October 26.
• Amazon ad revenue growth drops to 11% after Prime Day moves to June - Amazon's third quarter and the gains it booked on Anthropic earlier in the year.
• Google ad clicks gain 8% in Q3, slower than 11% over nine months - Alphabet's 10-Q, including a $567.7 billion cloud backlog.
• Alphabet's free cash flow drops to negative $9.1bn despite $26.2bn profit - The capital spending behind Google's AI capacity.
• Microsoft search ads bounce back to 12% as AI business hits $37bn run rate - Microsoft's quarter as its Anthropic commitment begins.
• Gemini 4 Argon's 25 trillion tokens in 72 hours leave Google short of compute - Compute scarcity at a rival model provider.
• Google Cloud faces 48% revenue reliance on OpenAI and Anthropic in 2027 - Estimates of how much cloud revenue depends on two AI labs.
• Anthropic completes $13 billion Series F funding at $183 billion valuation - The September 2025 round at a $183 billion valuation.
• Anthropic agrees to $1.5 billion settlement in largest copyright case - The Bartz settlement charged in the third quarter of 2025.
• Anthropic sues US government over Claude ban and supply-chain label - The start of the federal dispute still before the D.C. Circuit.
• Judge blocks Pentagon from blacklisting Anthropic over AI safety stance - The preliminary injunction in the Northern District of California.
• OpenAI's David Dugan says ChatGPT ads passed a $1bn run rate - The advertising business Anthropic has not built.
• Anthropic drops millions on Super Bowl ad savaging OpenAI's ChatGPT ad pivot - Anthropic's Super Bowl campaign against ads in ChatGPT.
• Claude Cowork cuts Anthropic's weekly report build from 2 days to 2 hours - An internal example of the productivity claims in the prospectus.
• AI to supply 75% of S&P 500 earnings growth next year, Barclays - The market's bet on AI earnings.
• Ray Dalio says his bubble indicator puts AI level with 1929 and 2000 - The opposing reading of the same spending.

Summary

Who: Anthropic, PBC, the developer of Claude, which plans to list Class A shares on the Nasdaq Global Select Market under "ANT." The amendment also concerns its compute suppliers and financiers, including Google, Amazon, Microsoft, Broadcom, AMD, SpaceXAI, Nscale and Lambda, and its executives and employees through new equity plans and lock-ups.

What: Amendment No. 1 to Anthropic's registration statement adds third-quarter results: revenue of $16,956 million, up 46.7% from the second quarter, and an operating loss of $567 million after operating income of $974 million in the second quarter, driven by $5.0 billion of more expensive short-term compute and a $1,960 million non-cash donation charge. It quantifies price cuts at about $600 million of forgone revenue, puts total compute and infrastructure commitments at approximately $895.4 billion, raises the Google commitment to about $121.3 billion, describes the Anthropic Direct sourcing model, refiles an amended Broadcom note agreement and charter, and adds language that internal estimates indicate future models may imminently meet the Responsible Scaling Policy's definition of "dramatically accelerated progress attributable to AI."

When: The amendment was filed on November 2, 2026, one week after the original registration statement of October 26. The financial statements cover the nine months to September 30, 2026, and subsequent events were evaluated through November 2.

Where: The filing was made with the US Securities and Exchange Commission. The compute it describes runs in cloud data centres operated by Google, Amazon and Microsoft, in facilities operated by SpaceXAI, Nscale and Lambda, and in dedicated data centres that host leased TPU equipment for Anthropic.

Why: The amendment brings the financial statements up to date before the offering is priced. It matters because it shows that Anthropic's single profitable quarter was followed by a loss as demand outran long-term capacity, that the company has committed to spending about 25 times its trailing revenue on compute and infrastructure, and that it is preparing investors for safety measures that could affect when and how its next models are released. The price range and share count, still blank, will determine what public investors pay for that combination.