Anthropic's amended prospectus sets out a $26.0 billion share placement beside the proposed listing

Amendment No. 2 to Anthropic, PBC's registration statement on Form S-1 was filed with the US Securities and Exchange Commission on November 10, 2026, under registration No. 333-299633. The preliminary prospectus is marked subject to completion and dated November 10, 2026. It still estimates the initial public offering price at between $70.00 and $78.00 per share. It still says Anthropic is selling 801,351,354 shares of Class A common stock and that selling stockholders are selling 23,648,646 shares. It says the underwriters have an option to purchase up to an additional 123,750,000 shares from Anthropic. The cover says the underwriters expect to deliver the shares against payment in New York, New York, on or about a date that is left blank. It says these securities may not be sold until the registration statement is effective.

The amendment says Anthropic has entered into an agreement with each of Advanced Micro Devices, Inc., Broadcom Inc., Google LLC, Micron Technology, Inc., Microsoft Corporation, NVIDIA Corporation and TSMC Partners, Ltd. The cover describes Google LLC as funding a portion of its previously committed investment obligations under the Google 2026 NPA. It says the purchasers have agreed, severally and not jointly, to purchase an aggregate of $26.0 billion of Class N common stock in a private placement at a price per share equal to the initial public offering price. The sale is contingent on completion of the offering and on conditions described in the prospectus, and is scheduled to close immediately after the offering. Anthropic says it will receive all of the proceeds and will not pay underwriting discounts or commissions on those shares. The Class N shares will not be registered in the offering and will be restricted securities.

At an assumed initial public offering price of $74.00 per share, which the prospectus calls the midpoint of the estimated range, the offering summary says Google LLC would purchase 135,135,135 shares for approximately $10.0 billion, NVIDIA Corporation would purchase 135,135,135 shares for approximately $10.0 billion, Advanced Micro Devices, Inc. would purchase 33,783,783 shares for approximately $2.5 billion, Broadcom Inc. would purchase 13,513,513 shares for approximately $1.0 billion, Micron Technology, Inc. would purchase 13,513,513 shares for approximately $1.0 billion, Microsoft Corporation would purchase 13,513,513 shares for approximately $1.0 billion, and TSMC Partners, Ltd. would purchase 6,756,756 shares for approximately $500 million. A later section says that, on the same assumed price, these investors will purchase 351,351,348 shares. A subsequent-events note says Google's $10.0 billion purchase will reduce the amount available under the Google 2026 NPA to $10.0 billion, and that AMD's $2.5 billion purchase will reduce its equity commitment under the Hardware Supply Agreement to $2.5 billion upon closing.

CNBC, in an article published 6:40 AM EST and updated 10:42 AM EST on 10 November 2026, reports that the company is planning to price on Nov. 18 and trade on Nov. 19, according to people familiar with the details. Those dates are not printed in the amendment. The amendment's stated range remains $70.00 to $78.00.

What it means for business: the $26.0 billion figure is a contingent private placement at the eventual offering price. The registration statement is not effective, and the prospectus leaves the share-delivery date blank. The per-company amounts in the offering summary are stated at an assumed price of $74.00. CNBC's pricing and first-trading days are attributed to people familiar with the details. This describes the filing and that report. It is not a view on the shares.