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Anthropic, PBC to Sell Class A Stock in Proposed Offering

The AI lab said it will use proceeds for compute, infrastructure, and hiring as it scales Claude.

Anthropic, PBC, the San Francisco public benefit corporation founded in 2021, filed a registration statement for a proposed sale of Class A common stock, with the company and selling stockholders to offer shares and underwriters holding an option to buy additional shares from the issuer. The company said it will not receive proceeds from the selling stockholders.

Anthropic describes itself as first and foremost a research lab whose mission is the responsible development and maintenance of advanced AI, delivering its frontier model Claude through models, a platform, and applications such as Claude Code and Claude Cowork. It said Claude has experienced the fastest enterprise adoption of any technology in history and that customer feedback from enterprise deployments feeds an improvement loop that advances the model. Distribution runs through the company’s own platform and applications, through AWS, Google Cloud Platform, and Microsoft Azure under joint go-to-market arrangements, and through systems integrators and data platforms.

The company said it manages compute as a single pool across AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs, and that it has entered purchase commitments and lease agreements, substantially all related to compute and infrastructure, with commitments expected to be incurred before December 31, 2030, and substantially all of the remainder expected to be incurred between 2031 and 2045. It said it intends to use net proceeds for general corporate purposes, including working capital, operating expenses, and capital expenditures such as compute and infrastructure, hiring and retention of personnel, possible acquisitions or investments, and tax withholding related to certain restricted stock units.

Governance is structured around a Long-Term Benefit Trust that generally elects a majority of the board. Immediately prior to completion of the offering, Anthropic said it will issue a share of Class F common stock to a Founder LLC of which its seven co-founders will initially be the sole members, a special class entitled to a majority of total voting power on matters submitted to stockholders generally. Anthropic said it is a controlled company under Nasdaq rules and that its PBC charter requires directors to balance stockholder interests, those of materially affected stakeholders, and the Company Purpose. Risk factors summarized in the prospectus include dependence on continued frontier-model development, compute availability, key personnel, competition, customer concentration, misuse and misalignment of models, and the novel capital-structure provisions that may limit Class A holders’ influence.