Anthropic, PBC Form S-1 registration statement (all parts, digest) dated October 26, 2026

Source snapshot 2026-10-26T14:05:13.412Z · Saved digest; source not re-fetched.

Original source ↗ · Agent-readable version

Draft (subject to completion) Form S-1 for IPO of Class A common stock of Anthropic, PBC, a Delaware public benefit corporation (incorporated January 2021; principal office 548 Market Street, PMB 90375, San Francisco), proposed Nasdaq Global Select Market symbol 'ANT'; representatives Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, with J.P. Morgan, Citigroup, Barclays and others named. Offering price range, share counts, underwriting discount, option size, net proceeds and many pro forma/commitment figures are blank placeholders and must not be inferred. Financial figures are GAAP in US$ millions unless labeled non-GAAP. The company is a 'controlled company' under Nasdaq rules and an non-accelerated filer, not an emerging growth company. Governance centers on a Long-Term Benefit Trust (Class T), Founder LLC (Class F, 50.1% voting power) and non-voting Class N stock.

Draft Form S-1 registration statement for Anthropic, PBC dated October 26, 2026 ('Subject To Completion'); financial data for years ended December 31, 2023, 2024, 2025 and six months ended June 30, 2025 and 2026; balance sheet and capitalization references as of September 30, 2026; subsequent events through October 26, 2026; some operating metrics as of September 30 or October 31, 2026.

Key points

Cover / Company Purpose: Company Purpose is 'the responsible development and maintenance of advanced AI for the long-term benefit of humanity.' Delaware PBC with balancing duties; Section 366 DGCL biennial benefit report; Section 367 DGCL stockholder enforcement threshold of lesser of 2% of outstanding shares or shares with $2,000,000 market value.
Long-Term Benefit Trust (LTBT), 'Business—Long-Term Benefit Trust': five financially disinterested Trustees (one vacant at time of page). Class T common stock has no economic rights and no general voting rights; LTBT elects and removes four Class T directors constituting a majority of the board. Trustee annual cash compensation $400,000 (Chair Dr. Shah additional $25,000). Company paid LTBT $2,716,750 (2023), $0 (2024), $906,089 (2025), $8,425,213 (nine months ended September 30, 2026). LTBT is a consolidated VIE.
Founder LLC / Founder Voting Structure, 'Business—Our Governance Structure': one Class F share issued immediately before offering closes; Class F votes equal 50.1% of total voting power on matters for stockholders generally other than Class T director elections; not diluted by future issuances. Class A voting power capped at 49.9% in aggregate. Founder LLC members (Continuing Founders): Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah. Benjamin Mann is excluded (not a Founder LLC member or Continuing Founder). Class F has no economic rights. Class F Transition Period (450 days) begins when fewer than three Continuing Founders serve for 90 consecutive calendar days; on completion Class F and Class E are redeemed for no consideration. Founder removal events include death, incapacity, cause, ceasing to hold at least 2% of Class A held at IPO, tenth anniversary of offering (successor members), and approved leave of absence. If Continuing Founders cannot agree a majority, Class F votes proportionately with Class A.
Sunset provisions (Description of Capital Stock): Class T sunset when no Class T stock outstanding; Class T amendments require Trust Amendment Threshold (80% of board and 80% of Trustees, or with Class F outstanding various Class F/E/A approvals; 85% of Class A if no Class F). Class F sunset on earlier of no Class F outstanding or completion of Class F Transition Period; neither sunset subject to extension, delay or waiver. After Class F sunset the board may become classified (three classes, staggered three-year terms); before that all directors elected annually. Prior to Class F sunset, Founder LLC consent required to designate or issue preferred stock.
Class E common stock: to be authorized, issued to employees excluding co-founders; votes only on limited matters; no economic rights; 0 outstanding after offering.
Class A: one vote per share; economic rights. Class N: no voting except as required by law; economic rights identical to Class A; converts to Class A on sale or transfer to an unaffiliated third party or registered offering/open-market sale; holders primarily strategic partners (including Amazon, Google, Broadcom via note/NPA conversions and donation matching). Class N not listed or registered under the Securities Act.
Shares outstanding after offering (as stated): 1 Class T; 1 Class F; 0 Class E; Class A and Class N counts blank.
Authorized capital (A&R certificate effective before offering): 460,000,000,002 shares at $0.00001 par: 300,000,000,000 Class A; 100,000,000,000 Class N; one Class T; one Class F; 30,000,000,000 Class E; 30,000,000,000 undesignated preferred. Capitalization as of September 30, 2026 (actual): 1,040,440,652 redeemable convertible preferred shares outstanding.
Board and controlled company: Stockholders' Agreement with LTBT and Founder LLC; together can elect all directors; no term limits. Post-offering board of seven authorized directors. Majority independent; audit and compensation committees entirely independent (audit phase-in for Nasdaq: one member at listing, two within 90 days, three within one year). Company relies on controlled-company exemption only for nominating and corporate governance committee (NGC), which will not be entirely independent. Class A holders receive annual meeting per Nasdaq rules even though written consent allowed while Class F or Class T outstanding.
Public Benefit Issuance (Business—Our Commitment to Public Benefit): initial issuance of 846,840,960 Class N shares (5% of fully diluted shares as of June 30, 2026, assuming full conversion of Amazon Notes) to Anthropic Public Benefit Fund, LLC, wholly owned subsidiary; not treated as outstanding for accounting. Board framework for up to additional 2% of outstanding shares each time share price appreciates 50% above prior milestone, starting from IPO price; milestone requires closing price above threshold on at least 90 of trailing 120 trading days and 10-day average above threshold; board discretion. Initial managers: Dario Amodei, Daniela Amodei, Jack Clark, Dr. Neil 'Buddy' Shah. Co-founders each pledged to dedicate 80% of personal equity to philanthropy (voluntary, revocable, not legally binding).
Pre-offering transactions: Preferred Stock Conversion (Series A, C-1, D-1, D-2, E-1, F-1, G-1, H-1 and related series to Class A; Series B, C-2, D-3, E-2 through E-5, F-2, G-2 through G-4, H-2 through H-4 to Class N); Convertible Notes Conversion to Class N (shares issuable to Amazon subject to ownership cap of 12% of capitalization); RSU settlement; 10-for-one forward split of Class A and Class N effected September 17, 2026; one-for-1,000 reverse split of Class T effected September 17, 2026.
Use of proceeds: general corporate purposes including working capital, operating expenses, capital expenditures (compute and infrastructure), hiring, possible acquisitions (no material acquisition agreements); also tax withholding/remittance on RSU settlement. No proceeds to company from selling stockholders. Amounts blank.
Lock-up: co-founders and holders of more than 0.5% of fully diluted shares locked up until earlier of 6:00 AM ET on second full trading day after release of Q3 2027 (quarter ending September 30, 2027) results or 365 days after prospectus date; other holders until earlier of second full trading day after Q1 2027 (quarter ending March 31, 2027) results or 180 days; early releases tied to Q1 2027 and FY26 earnings; founders may transfer up to 29% after Q1 2027 release window. Share counts largely blank.
Financial summary (GAAP, US$ millions): revenue 2023 $41; 2024 $386; 2025 $4,585; six months ended June 30, 2025 $1,163; six months ended June 30, 2026 $16,286 (unaudited). Operating loss: 2023 $(551); 2024 $(2,980); 2025 $(8,060); 6M 2025 $(2,135); 6M 2026 $(693). Net loss: 2023 $(1,531); 2024 $(8,309); 2025 $(41,965); 6M 2025 $(12,969); 6M 2026 $(80,748). Change in fair value of convertible notes, derivative liabilities and SAFEs: 2025 $(34,308); 6M 2026 $(72,388). Other income (expense), net 6M 2026 $(8,757). Net loss per share basic and diluted: 2025 $(23.04); 6M 2026 $(39.88).
Quarterly (US$ millions): revenue Q1 2025 $376; Q2 2025 $787; Q3 2025 $1,382; Q4 2025 $2,040; Q1 2026 $4,731; Q2 2026 $11,555 (Business text cites $11.6B). Q2 2026 operating income $974 (8% margin vs (152)% in Q2 2025); Adjusted Operating Income about $2.2B (19% margin vs about $(1.0)B, (129)% in Q2 2025); interest income Q2 2026 $762; change in fair value of convertible notes Q2 2026 $(59,597); other expense Q2 2026 $(8,448). Q2 2026 revenue up 1,368% YoY; compute and infrastructure expense up 300%; other operating expenses up 741%.
Revenue mix and concentration: consumption-based $3.8 billion (83%) in 2025 and $13.1 billion (80%) in 6M 2026; subscription-based $789 million (17%) in 2025 and $3.2 billion (20%) in 6M 2026. Company expects revenue growth rate to decline over time. No customer above 10% of revenue for nine months ended September 30, 2026; top five customers approximately 25%. CSP marketplace revenue approx. 11% (2023), 32% (2024), 47% (2025), 48% (6M 2026). Government agency contracts approx. 1% of revenue. Revenue from customers later found violating usage policy approx. 5% to 7% of revenue for nine months ended September 30, 2026.
Non-GAAP (company-defined, MD&A reconciliation): Adjusted Operating Income (Loss) = operating loss excluding stock-based compensation, non-cash charitable contributions and Bartz settlement: 2025 $(4,854); 6M 2025 $(1,849); 6M 2026 $1,618. Adjusted Operating Margin: 2025 (106)%; 6M 2026 10%. Adjusted Net Income (Loss) (also excludes fair value changes): 2025 $(4,448); 6M 2026 $2,671. Donation matching non-cash charges: $541 million 2025 (about 4% of total operating expenses); $126 million 6M 2026.
Operating expense detail: compute and infrastructure 2025 $7,326; 6M 2026 $8,945. Sales, marketing and partnerships 6M 2026 $3,168 vs 6M 2025 $120. Bartz settlement $1,500 million recorded in 2025 operating expenses ($300 paid in 2025; $1.2 billion accrued at June 30, 2026, unaudited). Stock-based compensation in personnel expense: 2025 $1.2 billion; 6M 2026 $2.2 billion. Unrecognized RSU compensation as of June 30, 2026 approx. $26.6 billion, of which $2.9 billion relates to RSUs whose performance condition is satisfied on effectiveness (as if completed June 30, 2026, $2.9B cumulative expense and $23.7B unrecognized over approx. 2.1 years); other awards $3.1 billion unrecognized over approx. 1.3 years. Unrecognized stock option compensation approx. $2.8 billion over 1.2 years.
Balance sheet as of June 30, 2026 (actual, US$ millions): cash and cash equivalents $112,389 (business text: $112.4B); cash, cash equivalents and short-term investments $131,651; short-term investments $19.3B; working capital $130,760; total assets $147,358; total liabilities $117,467; redeemable convertible preferred stock $157,510; accumulated deficit $(132,902) (including $113.2B from fair value changes since 2023); total stockholders' deficit $(127,619). Restricted cash $2.5 billion. Aggregate capital raised $141.1 billion as of June 30, 2026. Pro forma columns blank.
Cash flows (US$ millions): operating activities 2025 $(2,637); 6M 2026 $3,929. Investing 6M 2026 $(17,181). Financing 6M 2026 $110,774, primarily preferred stock proceeds net of costs.
Indebtedness and credit facility: total indebtedness $6.2 billion as of June 30, 2026, principally Amazon Notes. Convertible notes principal at June 30, 2026: Amazon 2023 NPA (Sept 19, 2023) $2,186 million (conversion price $2.0928; 1,044,716,970 Class N shares issuable); Amazon 2024 NPA (Nov 22, 2024) $4,017 million (conversion price $5.0478; 795,727,992 shares); total $6,203 million, 1,840,444,962 shares; non-interest-bearing rollover notes; convertible notes fair value $108,566 at June 30, 2026 vs $41,677 at December 31, 2025. Undrawn note facilities totaling $77,000 million at June 30, 2026: Google 2026 NPA $20,000 million (reducible by up to $10.0 billion if Google exercises private placement option; Google ownership cap 14.99%); Amazon 2026 NPA $15,000 million; Infrastructure Partner 2026 NPA with Broadcom $42,000 million (9.00% PIK, 13.00% if revenue performance conditions unmet; convertible at 90% of 30-day trailing VWAP, 85% under conditions). Amended and Restated Credit Agreement (Sept 4, 2026, Morgan Stanley Senior Funding, Inc.): $15 billion senior secured revolver maturing September 4, 2031; springing maturity if more than $500 million scheduled principal due within 91 days and insufficient liquidity; minimum liquidity $5.0 billion at each fiscal quarter-end beginning December 31, 2026 (previously $500 million); guarantees and collateral released after investment-grade rating from two of Moody's, S&P, Fitch. Prior facility $3.25 billion (Nov 2025); $3.2 billion available and $78 million standby letters of credit at June 30, 2026. Google 2026 RRA and Broadcom RRA entered June 2026; no Broadcom notes issued as of prospectus date.
Commitments and leases: non-cancelable purchase commitments $54,559 million at December 31, 2025; approx. $265.6 billion at June 30, 2026 (unaudited). Leases not yet commenced approx. $50.2 billion (Dec 31, 2025) and $321.4 billion (June 30, 2026, unaudited). Broadcom 2026 lease arrangement (March 2026) rent approx. $125.2 billion over five years excluding interest (Part 2 cites approx. $161.2 billion aggregate rent excluding interest, guaranteed by Anthropic, PBC; the two figures are stated differently and should be checked against the source). Compute commitments stated: Microsoft at least $44.9 billion (Nov 2026 to May 2033); Google at least approx. $114.5 billion (April 2026 to July 2033) plus est. $125.0–150.0 billion additional TPU compute (not in table); Amazon at least $110.0 billion (May 2026 to April 2036); SpaceXAI up to $120.5 billion into 2029 (approx. $3.1 billion per month once capacity delivered); Nscale up to approx. $44.6 billion into 2033; Lambda approx. $41.3 billion into 2034 (incl. approx. $34.9 billion August 2026 agreement, terminable if facility lease not secured). Aggregate committed spend and amounts due before December 31, 2030 and within 12 months are blank. Additional compute agreements aggregate minimum payments approx. $245 billion (unaudited, subsequent events). AMD Hardware Supply Agreement (July 2026): AMD to purchase up to $5.0 billion of Class N common stock, drawable on GPU delivery milestones, first expected 2027; company expects aggregate expenditures over $20.0 billion if full initial committed capacity is procured (not in contractual table).
Stock compensation and plans: 2026 Equity Incentive Plan adopted September 1, 2026, approved October 22, 2026; evergreen increase of lesser of 5% of outstanding common stock or board number, fiscal 2027 through 2036. 2026 ESPP: 423 and non-423 components; purchase price at least lesser of 85% of FMV at offering start or purchase date; 15% payroll deduction cap; $25,000 annual purchase cap; evergreen 1% annual increase. 2021 Plan reserve 3,864,826,090 Class A shares; terminated at effectiveness. NEO option grants February 20, 2026 at $17.66 exercise price (1,431,490 each to Dario and Daniela Amodei; 1,122,840 to Krishna Rao); NEO RSUs 2,374,010 each to Dario and Daniela, 1,862,140 to Rao. Subsequent: RSU grants approx. 91 million with grant-date fair value $5.8 billion.
Executive compensation and governance people: Dario Amodei (43) CEO; Daniela Amodei (39) President and Chairperson; Krishna Rao (43) CFO; Effendi Ng CAO (signatory). Non-employee directors: Reed Hastings (Lead Independent Director), Christopher Liddell (Audit Chair; Specified Class T Director), Vas Narasimhan (Compensation Chair; Safety and Risk Chair), Yasmin Razavi. Dario and Daniela Amodei base salary $600,000 (to June 15, 2025), $700,000 (June 16, 2025), $915,000 (January 16, 2026), $1,380,000 (July 1, 2026). FY2025 Summary Compensation Table totals: Dario Amodei $17,958,298; Daniela Amodei $16,408,998; Krishna Rao $720,250. October 2026 Executive Severance Agreements: 24 months base salary for Dario and Daniela Amodei, 12 months for Rao; 12 months COBRA; 12 months equity vesting acceleration for time-based awards. Director Compensation Policy (September 2026): $100,000 annual board fee; audit chair $40,000 and member $20,000; compensation chair $30,000 and member $15,000; NGC chair $30,000 and member $15,000; non-executive chair $75,000; lead independent director $60,000; annual RSU $325,000 value from 2027; initial award $400,000 value; full vesting on change in control. Clawback policy covers incentive compensation in three years before restatement.
Related-person transactions: Series H-1 (May–June 2026) 77,637,878 shares at $589.0095 for $45,729,447,703 (Spark Capital $439,999,521; Bodhi LLC, owned by Vas Narasimhan and wife, $9,999,614); Series G-1 (Jan–Feb 2026) 90,510,425 shares at $259.1364 for $23,454,545,698; Series F-1 (Aug–Sept 2025) 92,219,720 at $140.9676 for $12,999,992,602; Series E-1 (Jan–Mar 2025) at $56.0865 for $3,567,668,210; Series D-1/D-3 (2024) at $30.0045 for $1,199,540,154; Series C-1/C-2 (2023) at $11.2261 for $445,337,400. Tender offers: April 2026 at $25.9136 per Class A share, 179,883,540 shares, $4,661,437,298; June 2025 at $5.61, 27,942,000 shares, $156,716,898. Holden Karnofsky (spouse of Daniela Amodei) employed since January 2025; 2025 cash compensation $430,213; options 179,500 and RSUs 761,700. Charitable donation $450,000 to CNAS (Richard Fontaine is CEO), August 2026. HSR filing fees of $2.5 million each for Dario and Daniela Amodei paid October 2026.
Principal and selling stockholders: Dario Amodei 240,637,980 Class A shares before offering (includes 4,621,120 shares subject to voting proxies from DAFs). Founder LLC holds Class F one share (100%; 50.1% voting power). Selling stockholders include Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah. Offering share counts blank.
Legal proceedings: Bartz, et al. v. Anthropic PBC copyright class action settled for $1.5 billion (agreement September 2025; approved by district court July 2026). Other IP suits: Concord Music Group (summary judgment hearing October 21, 2026), other music publishers (BMG, Round Hill, Sony Music Publishing), Reddit, Inc. v. Anthropic PBC (removed July 3, 2025; remanded to state court March 30, 2026; narrowed September 2026). Antitrust: putative class action filed September 2026 in N.D. Cal. alleging Sherman Act Section 1 violation by frontier AI developers; seeks treble damages for purchasers of paid consumer subscriptions; company disagrees. Consumer class actions on Claude subscription advertising. Department of War supply-chain-risk designations (10 U.S.C. § 3252 and FASCSA Section 4713; February/March 2026; President ordered government to stop using company models on February 27, 2026): N.D. Cal. granted summary judgment largely for company August 27, 2026; D.C. Circuit on September 25, 2026 denied company's petition 2-1 on Section 4713 designation; company petitioned for rehearing en banc; company says events may cause material revenue losses. Export controls: June 2026 Department of Commerce worldwide export restrictions on Fable 5 and Mythos 5 models; company disabled them; later lifted and redeployed after safeguards updated. FTC: non-public investigations reported September 2026; civil investigative demand October 2026. September 2025 cyberattack by Chinese state-sponsored group using Claude Code.
Risk factor highlights: net losses each year since founding, expected to continue; frontier model development; compute access and allocation; power and chip supply; dependence on co-founders and key personnel; capital needs; competition; customer and CSP concentration; Amazon, Google, Microsoft are CSPs, investors, customers and competitors; Broadcom is supplier and lessor; debt and cross-default under A&R Credit Agreement; copyright and fair use uncertainty for training; privacy and data protection (GDPR, NIS2, EU AI Act, NY SHIELD Act, NY RAISE Act, California Transparency in Frontier AI Act); security breaches including model weight exfiltration and agentic AI attack surfaces; regulation; AI harms and liability; government sales; public-company compliance costs. Antitrust scrutiny of CSP relationships noted. Interim and historical harmful-use instances may exist undetected.
Operating metrics (internal, not independently verified): TTM revenue per employee over $6.6 million as of September 30, 2026 (vs $1.4 million as of September 30, 2025). Net Revenue Retention approx. 900% as of September 30, 2026. Customers with $100,000+ TTM revenue: more than 11,900 as of September 30, 2026 (vs more than 950 a year earlier); $1 million+: more than 1,900; $10 million+: approx. 250; approx. 40 million customers each under $100,000. Run-Rate Revenue defined as trailing 28-day consumption fees x13 plus monthly subscription fees x12; not GAAP and not a forecast; includes amounts from customers later found violating usage policy that would not recur; page text states Run-Rate Revenue 'was $ as of October 31, 2026' with amount blank. Claude Enterprise users not using Claude Code spent less than $75/month on average in Q3 2026; top 5% of Claude Code users spent approx. 20 times that. Employees approx. 5,300 as of September 30, 2026 (940 as of December 31, 2024); approx. 1% regrettable attrition TTM. Over 90% of codebase contributions in September 2026 written by Claude.
Intellectual property: as of September 30, 2026, 40 issued U.S. patents; 67 pending U.S. applications; 26 foreign issued patents; 12 pending foreign applications; 29 U.S. registered trademarks (11 pending); 237 foreign registered trademarks (261 pending).
Compute and infrastructure: multi-chip compute across AWS Trainium, Google TPUs, NVIDIA GPUs and AMD GPUs; 'Anthropic Direct' data center approach; first data center facility operational in 2026; leases in Australia and Canada. Responsible Scaling Policy/Race to the Top: anticipated investing at least $1 billion over five years with Accenture for external reviewer capacity (terms not finalized); up to $100 million to cyberdefense via Project Glasswing.
Tax: OECD side-by-side safe harbor announced January 5, 2026 for fiscal years beginning on or after January 1, 2026. Company states it has not been required to pay income taxes other than immaterial amounts in certain jurisdictions. NOL use limited to 80% of taxable income for post-2017 federal NOLs. Non-U.S. holders: dividends subject to 30% withholding or lower treaty rate; backup withholding 24%; FATCA 30%; company believes it is not and will not become a USRPHC, without assurance.
Accounting and controls: Ernst & Young LLP engaged October 30, 2025 to audit FY2025, replacing Grant Thornton LLP (audited FY2023 and FY2024, unqualified opinions); Grant Thornton letter dated October 26, 2026 filed as Exhibit 16.1. Auditor report dated June 1, 2026 except stock split effects as of September 30, 2026. Company is not currently required to comply with SOX 404 management assessment; first required annual management report with second annual Form 10-K.
Anti-takeover and charter: DGCL Section 203 opt-out until later of Class F and Class T Sunset Times; special meetings callable by limited parties; no cumulative voting; written consent limited before sunsets; amendments by majority of Class A and Class F prior to Class F sunset and 66 2/3% of Class A thereafter; up to 30,000,000,000 undesignated preferred shares. Exclusive forum: Delaware Court of Chancery for internal claims; federal district courts for Securities Act claims; D. Del. for Exchange Act derivative claims.
Registration rights: IRA rights expire at earliest of second anniversary of offering, Rule 144 ability, or IRA termination; demand rights require at least 60% of registrable shares and at least $200,000,000 net offering size; company obligated to effect only two; S-3 requests at least $2,000,000. Google RRA: single demand within one year after effectiveness; no exercise after February 7, 2033 or 12 months after final Google 2026 NPA closing.
Rule 144 / 701 / listing: affiliates limited to greater of 1% of outstanding capital stock or average weekly trading volume over four calendar weeks in any three-month period. Rule 701 holders wait 90 days after prospectus date. Underwriter option to purchase additional Class A shares exercisable for 30 days (size blank). Public offerings also in Australia, Canada, certain EEA states, Japan, Switzerland and the UK.
Subsequent events (through October 26, 2026): 10-for-1 split and Class T reverse split as above; AMD agreement; RSU grants; Series H sales of $60.8 billion (Note 16); Series G-1/G-2 gross proceeds Jan–Feb 2026 $30.2 billion; Series G-2 Q2 $15.0 billion; Series H-1/H-2 Q2 $65.2 billion (Note 10). Series G-2 83,928,770 shares to five investors at $259.1364 (about $21.7 billion, sales through May 2026); Series H-2 33,110,291 shares at $589.0095 (about $19.5 billion). Concurrent Series H issuance and Series G-4 at $233.2228.
Unregistered sales (Part II Item 15, November 1, 2023 to filing date) claimed under Section 4(a)(2), Regulation D/S or Rule 701: options granted 2,066,876,470 Class A shares at exercise prices about $0.6420 to $57.5360; options exercised 409,116,603 Class A shares (weighted average $1.2043); 1,171,364,280 RSUs granted; 214,960 RSA shares; acquisitions 37,215,830 Class A, 848,882 Class N and options on 376,320 Class A shares; convertible notes aggregate principal $10.2 billion to two investors; October 2025 repurchase of 4,453,900 Series B shares from U.S. government at $140.9676 and resale to nine investors (about $627 million, no net proceeds to company).
Indemnification (Part II Item 14): DGCL exculpation covers directors and officers except breaches of loyalty, bad faith or intentional misconduct, unlawful dividends/repurchases under DGCL Section 174 (directors), improper personal benefit, and (officers) actions by or in right of corporation. Bylaws effective immediately before offering completion provide indemnification to fullest extent permitted and mandatory advancement subject to limited exceptions. Indemnification agreements may be broader. Failure to satisfy PBC balancing obligations is not treated as bad faith or loyalty breach absent conflict of interest. D&O insurance maintained; no known pending indemnification litigation. Company says these provisions may discourage stockholder suits and increase costs borne by investors. Item 17 notes SEC position that Securities Act indemnification is against public policy and unenforceable.
Exhibits (Part II Item 16): * exhibits filed by amendment (1.1 underwriting agreement, 5.1 legality opinion, 23.3); # redactions under Item 601(b)(10)(iv); ^ omitted schedules under Item 601(a)(5); + management or compensatory plans. Key exhibits: A&R Certificate of Incorporation (3.1–3.3); bylaws (3.4–3.5); Investors' Rights Agreement dated May 28, 2026 (4.2); AWS 2026 Stock Purchase and Convertible Note Facility Agreement dated April 20, 2026 (4.3); Broadcom and Google note purchase agreements dated March 31, 2026 (4.4, 4.5); registration rights agreements with Broadcom dated June 8, 2026 and Google dated May 4, 2026 (4.6, 4.7); 2026 Equity Incentive Plan (10.2); 2026 ESPP (10.3); Salesforce sublease dated September 22, 2023 (10.8); office lease with 300 Howard Owner, LLC dated January 29, 2026 (10.9); A&R Credit Agreement dated September 4, 2026 (10.10); Broadcom master equipment lease dated March 31, 2026 (10.11); irrevocable proxy agreements with Daffy Charitable Fund (October 6, 2025) and Dechomai Asset Trust (December 20, 2024) (10.12, 10.13); auditor consents 23.1 (Grant Thornton) and 23.2 (Ernst & Young). Signatures dated October 26, 2026, San Francisco; signatories include Dario Amodei, Daniela Amodei, Krishna Rao, Effendi Ng, and directors Reed Hastings, Christopher Liddell, Vas Narasimhan and Yasmin Razavi.
Industry and forward-looking data: third-party sources (IDC, IQVIA, BLS, World Bank, ILO-derived estimates) not independently verified by the company; forward-looking statement caveats apply.

Qualifications

Many figures are blank placeholders in this draft (offering price range, share counts, net proceeds, underwriting option size, commitment amounts, Run-Rate Revenue as of October 31, 2026, RSU values, pro forma data, lock-up share numbers, dilution); do not infer them.
Broadcom lease rent figure differs between parts of the source (approx. $125.2 billion over five years excluding interest in the summary text vs approx. $161.2 billion aggregate rent excluding interest in the MD&A/contractual section); report both as stated and do not reconcile.
Net loss in 2025 and 6M 2026 is driven mostly by non-cash change in fair value of convertible notes, derivative liabilities and SAFEs ($34.3B and $72.4B); operating loss and cash flows differ materially from net loss.
Non-GAAP measures (Adjusted Operating Income/Margin, Adjusted Net Income) are company-defined; reconciliation is in MD&A. Run-Rate Revenue, NRR, customer counts and revenue per employee are internal metrics, not independently verified.
Class F gives Founder LLC 50.1% of voting power on one share; Class T and Class F rights are disproportionate to economics; Class T and Class F sunset not subject to extension, delay or waiver once triggered.
Class N shares are non-voting; company is a Nasdaq controlled company; NGC will not be fully independent.
PBC balancing duties may negatively affect short-term or market price; limited Delaware precedent.
Supply-chain-risk litigation ongoing with pending rehearing en banc petition; outcome unpredictable.
Several exhibits and the underwriting agreement are to be filed by amendment; bylaws and charter take effect only immediately before offering completion.
Interim six-month 2026 statements and several notes are unaudited; Ernst & Young audits FY2025 after change from Grant Thornton.
Source excerpts may begin or end mid-section; the digest does not cover all content and is not exhaustive.
Large document: synthesized from 5 part summaries covering the full extracted text. Consult source sections for exact wording and complete tables.

Saved digest. Social previews and browser visits do not count as agent reads.