Anthropic has set a preliminary range of $70.00 to $78.00 per Class A share for its Nasdaq listing and expects to fix the price on November 19, 2026. The company's extraordinary report to the Kanto Local Finance Bureau, filed on November 11, says the number of shares and the final price are still undetermined. The range can be changed before pricing without an upper or lower limit, in line with US practice. The pricing date could in principle be any day from November 2026 to April 2027.
What public buyers would own
Class A holders get one vote per share, including on directors other than the trust-appointed ones. The shares cannot be converted or redeemed. Holders are entitled to dividends only if the board decides to pay them. Anthropic's stated policy is to pay no cash dividends and retain earnings.
The amended registration statement describes a Japanese tranche of 38,461,539 to 50,000,000 shares, worth $3.0bn to $3.5bn on the assumed range. It is sold through Mizuho Securities, Goldman Sachs Japan, MUFG Morgan Stanley Securities, Morgan Stanley MUFG Securities, Rakuten Securities and SBI Securities, and underwriting takes place only in the US. Seven co-founders, including Dario Amodei and Daniela Amodei, would sell shares in the overseas offering.
Who keeps control
Three other classes sit above the public shares. Class T, issued to the Long-Term Benefit Trust, elects the directors who form a board majority. Class F, issued to a company whose initial members are only the seven co-founders, carries 50.1% of total voting power on matters put to shareholders, including electing the other directors. Neither class has economic rights beyond par value on liquidation. Anthropic expects the trust and the founder company together to be able to elect every director. It expects the founder company to decide the outcome of matters put to shareholders for the foreseeable future.
| Class | Holder | Voting rights | Economic rights |
|---|---|---|---|
| Class A | Public offering investors | One vote per share, including on directors other than trust-elected ones | Dividends if the board declares them |
| Class N | Mainly strategic business partners | No vote except where required by law | Dividends if the board declares them |
| Class T | Long-Term Benefit Trust | Elects the directors forming a board majority | None beyond par value on liquidation |
| Class F | Founder company of the seven co-founders | 50.1% of total voting power | None beyond par value on liquidation |
Where the money goes
Proceeds are earmarked for working capital, operating costs, capital spending on compute and infrastructure, and hiring. Anthropic may spend part on acquisitions but says it has no agreement for any material one. It also plans to use part of the proceeds to meet an expected $3.8bn tax withholding and payment obligation on restricted stock units that vest, calculated at an assumed $74.00 price and a 50.90% withholding rate. Each $1.00 move in that assumed price changes the obligation by $52mn.
A concurrent private placement adds $26bn of non-voting Class N shares, sold at the offering price to Google, NVIDIA, AMD, Broadcom, Micron, Microsoft and TSMC Partners, conditional on the offering closing.