Anthropic, PBC has registered a Japanese public offering of Class A common stock, with an upper estimate of $3.5bn for the total issue price, or ¥552.9bn at the filing's rate of ¥157.97 to the dollar. The securities registration statement, filed with the director of the Kanto Local Finance Bureau on November 2, 2026, takes that rate from Mizuho Bank's October 1, 2026 quote.
The ceiling covers only the Japanese portion of a wider offering. The filing says the final Japanese amount will be set on the pricing date and could differ significantly from the estimate.
Listing approval is pending
Anthropic applied on October 26, 2026 (US Eastern time) to list the shares on the Nasdaq Global Select Market. The filing states that Nasdaq had not approved the listing when it was submitted. Trading would begin on the US business day after pricing, and the filing says no Japanese exchange listing is planned.
Six Japanese dealers, no Japanese underwriting
No underwriting takes place in Japan. Mizuho Securities USA, Goldman Sachs & Co. and MUFG Securities Americas buy the shares as underwriters, and six Japanese securities firms take orders on their behalf. Mizuho Securities is the administrative lead for the Japanese tranche, and Rakuten Securities and SBI Securities handle retail demand. Anthropic pays no underwriting commission; the gap between the issue price and the underwriters' purchase price is their proceeds.
Japanese buyers need a foreign securities account with the dealer they use. Rakuten Securities and the online channels at Mizuho Securities and SBI Securities run lotteries, and the Japanese tranche is distributed only by electronic prospectus delivery. Investors who do not withdraw by the dealer's deadline can be allocated shares even if the final terms fall outside the indicated range.
Price and timing are open
The pricing date is expected to fall between November 2026 and April 2027, though the filing says it could come in April 2027 or later. The price is set by book-building, and the preliminary range can change before pricing. In line with US practice, the final price can land above or below the range without advance notice or an amended filing. The filing leaves the number of shares and the Japanese tranche's share of the global offering undecided.
Proceeds and lock-up
Anthropic plans to use proceeds for working capital, operating expenses, capital spending including compute and infrastructure, and hiring and retaining specialist staff. Part may go to acquisitions or investments, though the company says it has no agreement or commitment for any material one. A portion is also earmarked for tax withholding on restricted stock unit settlements, with the amount still blank. Net proceeds are undetermined.
Directors, officers and holders of substantially all of the company's shares have agreed to a 180-day lock-up from the pricing date, with a longer period of up to 365 days for the founders and certain holders of more than 0.5% of fully diluted shares. Buyers in Japan are due to receive shares two business days after pricing, or one if a Japanese public holiday intervenes.