Anthropic files S-1 for proposed Nasdaq listing under 'ANT', with five share classes and staged lock-ups

Anthropic, PBC filed a registration statement on Form S-1 with the SEC on 26 October for a proposed initial public offering of its Class A common stock. In a statement the same day, the company said the number of shares to be offered and the price range “have not yet been determined”. It said the offering will be made only by means of a prospectus, and that copies of the preliminary prospectus, when available, may be obtained from Goldman Sachs and Morgan Stanley.

The registration statement has not yet become effective. Under the legend on the preliminary prospectus, the information “is not complete and may be changed”, and the shares may not be sold until the registration statement is effective.

This article reports the contents of a public filing. It is not investment advice or an offer or solicitation to buy or sell any security.

The offering

According to the S-1:

• Listing. “We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol ‘ANT’.” The company’s statement says it “intends to list” on that market under the same symbol.
• Structure. Anthropic and selling stockholders named in the prospectus are both selling Class A shares. Anthropic will not receive any proceeds from the shares sold by selling stockholders. Anthropic will grant the underwriters an option, exercisable for 30 days from the date of the prospectus, to buy additional Class A shares. Share counts, the price range, and the underwriting discount are blank in this filing.
• Syndicate. “Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters.” The underwriting group has 22 firms in total. The other 20 are J.P. Morgan, Citigroup, Barclays, Wells Fargo, BofA Securities, Deutsche Bank, RBC, UBS, BMO, BNP Paribas, Crédit Agricole, Jefferies, Mizuho, MUFG, SG Americas Securities, TD, BTIG, Cantor, Capital One and Macquarie. “Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas Securities, LLC.”
• Stabilisation. Morgan Stanley, “acting as stabilization agent on behalf of the underwriters”, may carry out transactions that stabilise, maintain or otherwise affect the share price. These include covered and naked short sales and open-market purchases. The filing says the underwriter “is not required to engage in these activities and may end any of these activities at any time”.
• Distribution. “The representatives may agree to allocate a number of shares of our Class A common stock to underwriters for sale to their online brokerage account holders.” The filing also says: “This offering includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland, and the United Kingdom. We do not currently intend to list our Class A common stock on any exchange in such jurisdictions.”
• Pricing. There has been no public market for the Class A shares. The initial offering price will be set “by negotiations among us, the selling stockholders, and the representatives”.

Anthropic is a Delaware public benefit corporation, incorporated in January 2021. It says that after the offering it will be a “controlled company” under Nasdaq’s corporate governance rules.

Five classes of common stock

The S-1 describes what Anthropic calls a “novel capital and corporate governance structure”:

• Class A, the shares to be listed, carry one vote each and are not convertible.
• Class N have no voting rights, “except as otherwise required by law”. “The holders of our Class N common stock are primarily strategic business partners.” Class N shares generally convert into Class A on sale or transfer to an unaffiliated third party.
• Class T is held by Anthropic’s Long-Term Benefit Trust (LTBT). It generally gives the trust the power to elect and remove the Class T directors, “who together will constitute a majority of the authorized members of our board of directors”. It has no economic rights.
• Class F is a single share that Anthropic will issue immediately before the offering is completed. It will go to a limited liability company organised by the company’s co-founders. Holding that share carries “50.1% of the total voting power” on matters put to stockholders generally, including the election of directors other than the Class T directors. It has no economic rights.
• Class E will be authorised when the offering is completed and issued to employees other than the co-founders. It votes only on certain limited matters and has no economic rights.

Lock-ups

The S-1 says Anthropic’s directors, officers and holders of substantially all of its capital stock have entered into market standoff agreements with the company, or have entered or will enter into lock-up agreements with Goldman Sachs and Morgan Stanley on behalf of the underwriters. These are subject to specific exceptions, including early-expiration provisions. The terms differ by group (S-1, “Underwriting”).

Most of the dates below are set at 6:00am ET on the second full trading day after a results release. That is 11:00am GMT while US Eastern Standard Time applies, or 10:00am GMT during US daylight saving time. Results releases here exclude “flash” or preliminary figures. Percentages are maximums: they cap what may be transferred and are not sales commitments.

• Co-founders. Their lock-up securities, other than any Class A shares they sell in the offering, are restricted until whichever comes first: the second full trading day after results for the quarter ending 30 September 2027 are released, or the close of trading on the 365th day after the prospectus date. However, each founder (together with the other signatories to that founder’s agreement) may transfer up to 29% from the earlier of the second full trading day after the results release for the quarter ending 31 March 2027 or the 180th day.
• Certain stockholders holding more than 0.5% of fully diluted shares before the offering. They have the same end date as the co-founders: the Q3 2027 results or the 365th day. Their staged releases are:
  • up to 1.8% on each of days 27 and 48 after the prospectus date;
  • a further 2.1% on each of days 62 and 76;
  • a further 3.75% after the FY2026 results release, then 2.85% on each of days 13, 27, 41, 55 and 69 after it;
  • a further 4.2% at the earlier of the Q1 2027 results or the 180th day, then 5.6% on each of days 34, 48, 62 and 76 after the Q1 2027 results;
  • a further 7.0% after the Q2 2027 results, then 6.3% on each of days 27, 41, 55, 69 and 83 after them.
• Non-founder directors, officers and certain current or former employees and consultants. They are restricted until the earlier of the Q1 2027 results (second full trading day after) or the 180th day. Up to 10% may be transferred from the start of trading on the first trading day, and up to a further 35% after the FY2026 results release.
• “Certain of our stockholders”. The same Q1 2027 or 180th-day end date applies. They may transfer:
  • up to 6% on each of days 27 and 48 after the prospectus date;
  • a further 7% on each of days 62 and 76;
  • a further 12.5% after the FY2026 results release;
  • a further 9.5% on each of days 13, 27, 41, 55 and 69 after the FY2026 results.
• Other holders bound by market standoff or lock-up agreements. Their restrictions run to the earlier of the Q1 2027 results or the 180th day.

“The representatives, in their joint discretion, may release the lock-up securities described above in whole or in part at any time.” The filing adds that in certain circumstances a release “will trigger a pro rata release of lock-up securities held by certain other holders”.

The share counts behind these percentages are not given in this filing. The proportion of fully diluted shares held by those who signed lock-up agreements is also left blank.

Also on listings: Schwab marks its TXSE listing

On 26 October the Texas Stock Exchange held a closing bell ceremony for Charles Schwab, with a ceremonial cannon firing at Schwab’s headquarters in Westlake, Texas. TXSE’s event page describes the occasion as the transfer of Schwab’s “primary listings” to TXSE. Schwab’s own release and SEC filing describe it differently. Its 1 October release calls it a secondary listing of its common stock under SCHW, effective 7 October 2026, and says Schwab “will maintain its primary listing on the New York Stock Exchange (NYSE)”. Its Form 8-A, filed on 6 October, also refers to a “secondary listing” on TXSE and says Schwab “expects to maintain its primary listing of Common Stock on the New York Stock Exchange”. Schwab says it “was among the original group of investors in TXSE”. For background, see our 8 October piece on the Texas listings race.

Why it matters

• Allocation channels. The S-1 allows the representatives to allocate shares to underwriters for sale to their online brokerage account holders. It contains no reference to a directed share programme.
• Governance and voting. Voting control is split three ways: Class A holders; a single Class F share carrying 50.1% of total voting power; and an LTBT-elected board majority. Anthropic will be a controlled company. Class N shares convert into Class A when transferred to unaffiliated third parties.
• Staged transfer windows. The lock-up terms allow capped transfers by some groups from day 27 after the prospectus date, well before the 180-day mark. The exact dates can be set only once the prospectus is dated. The share amounts cannot be calculated from this filing.
• Cross-border offering. The offering includes public offerings in six non-US jurisdictions, but Anthropic does not currently intend to list on any exchange in them. Nasdaq would be the only listing venue.

What we are watching

• An amended S-1 with the share count, price range and underwriting discount, and any changes to the lock-up terms.
• Nasdaq’s approval of the listing application, and the SEC declaring the registration statement effective.
• Whether TXSE updates its event page to match Schwab’s description of a secondary listing.