Anthropic's amended registration statement, filed at 11:29 Universal Time on November 10, sets the range at $70 to $78 a share for 825 million shares of Class A stock, under the ticker ANT. (1) Within hours, The Wall Street Journal reported "a valuation of around $1.33 trillion," The New York Times "up to $1.4 trillion," and CNBC "up to $1.405 trillion on a fully diluted basis." A data account on X put the company at $968 billion at the middle of the range. (2)
All four numbers multiply a price from the filing by a share count, and the filing supplies more than one count. A valuation figure appears nowhere in the prospectus: it states shares and a price, and the multiplication belongs to whoever writes the headline. (3)
The count the filing gives
The prospectus states the shares to be outstanding after the offering and the concurrent private placement: 13,086,672,593, across Class A, Class N and the single shares of Class T and Class F. (1)
It then lists what that figure excludes. The largest items are 1,774,342,693 shares under employee options, at a weighted average exercise price of $2.91, and 1,026,660,010 shares under restricted stock units that will remain unvested on November 19. Smaller items follow: RSUs granted after September 30, shares issued in acquisitions, the vested obligation under the Donation Matching Plan, and the underwriters' option on 123,750,000 more shares. The plan reserves and Amazon's rollover notes sit outside the count as well. (4)
Added together, the listed awards and obligations come to about 3.43 billion shares. On those, the count reaches about 16.5 billion. (5)
Five figures, one range
Each reported figure reproduces from the filed range on a count built from the filing's own lists. Every headline above a trillion sits at $78, the top of the range. (5)
CNBC is the one outlet to name its basis. The Journal and the Times give a price point and a count only by implication. The reconstructions in the right-hand column are ours. Other combinations of the filing's excluded items land near each figure, and the outlets may have built theirs differently. (5)
The count moves the answer more than the price
On the filed outstanding count, the range runs from $916 billion at $70 to $1.021 trillion at $78, a spread of about $105 billion. At the $74 midpoint, moving from the filed count to the widest one adds about $290 billion. (5)
On that same filed count, $1 trillion sits just above $76.41 a share. About 80 percent of the range values Anthropic below a trillion dollars. On the widest count the whole range sits above $1.19 trillion. (5)
The same range is a sub-trillion offering or a $1.4 trillion one, and the difference is the denominator.
The raise, three ways
The money raised has the same property. The Journal reported "more than $61 billion" at the midpoint: 825 million shares at $74. CNBC reported "up to $64.35 billion" at the high end: 825 million at $78. Both figures are gross, and both include about $1.75 billion to $1.84 billion going to the selling stockholders, who offer 23,648,646 of the shares. Reuters, reporting overnight on details it says Anthropic sent to bankers and then retracted, had "up to $69.3 billion." (2)(6)
The filing's own figure is net proceeds to Anthropic of about $84.6 billion at the midpoint, or $93.7 billion if the underwriters exercise their option in full. That figure includes the $26.0 billion concurrent private placement, which sits beside the public offering and closes immediately after it. (1)
The placement is new in this amendment. The prior version carried Google's option alone. Seven companies now buy Class N stock at the IPO price: Google and NVIDIA about $10.0 billion each, AMD about $2.5 billion, Broadcom, Micron and Microsoft about $1.0 billion each, and TSMC Partners about $500 million. AMD's purchase "will satisfy a portion of its commitment" under its hardware supply agreement with Anthropic. (1)(7)
What prints at pricing
Pricing is reported for November 18. (2) The final prospectus will fix one price, and the count question will stay open: the filing will still state shares outstanding, and the awards and obligations outside that count will still be listed beside it.
One reported comparison already carries the same ambiguity. CNBC describes Anthropic's May private round as a "$965 billion valuation," on a basis the report leaves unstated. On the filed outstanding count, the midpoint of the public range is $968 billion. The two figures rest on different counts, a private round's and the count after a public offering, so their closeness carries no information about price. (2)(5)
At pricing we will print the valuation on both counts, with the price beside each.
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Standing Disclosure
Cape Fear Advisors holds no direct position, long or short, in the securities discussed here. Any exposure is indirect, through managed funds it does not control, which may include index funds holding the public companies named.
Anthropic, a subject of our coverage, is the developer of Claude, which we use in preparing our work. That nearness cannot be checked away, which is why no claim here rests on trust in the tool: every figure carries a public source and every derived figure carries its inputs in the notes. Figures are quoted from the filers without characterization, and the same standard of reading is applied to every filer named. The author’s operating business works in advertising measurement.
Notes
[1] FILED. Anthropic, PBC, Form S-1/A (Amendment No. 2), accession 0001628280-26-072484, accepted November 10, 2026 at 11:29:24 UTC. Cover page; "The Offering"; "Use of Proceeds"; "Concurrent Private Placement." Shares offered: 801,351,354 by the company and 23,648,646 by selling stockholders. Outstanding after the offering and the concurrent private placement: 7,427,991,791 Class A, 5,658,680,800 Class N, one Class T and one Class F, for 13,086,672,593 in all. Net proceeds of approximately $84.6 billion at the assumed $74.00 midpoint, including the concurrent private placement, and approximately $93.7 billion with full exercise of the underwriters' option. The placement "is contingent upon, and is scheduled to close immediately subsequent to, the completion of this offering."
[2] REPORTED. The Wall Street Journal, Berber Jin and Corrie Driebusch, "Anthropic to Seek $1.3 Trillion Valuation in IPO," updated November 10, 2026, 7:12 am ET ("around $1.33 trillion"; "more than $61 billion" at the midpoint). The New York Times, "Anthropic Targets Valuation of Up to $1.4 Trillion for Blockbuster I.P.O.," November 10, 2026, as posted by @nytimes at 12:27 pm. CNBC, "Anthropic sets price range of $70 to $78 in upcoming IPO," November 10, 2026 ("up to $1.405 trillion on a fully diluted basis"; "up to $64.35 billion in proceeds"; pricing on November 18 and trading on November 19, citing people familiar; the May round's "$965 billion valuation"). Financial Datasets (@findatasets) on X, November 10, 2026, 1:20 pm ("At the middle of its IPO range, Anthropic would be worth $968B"). Reuters, "Anthropic aims to raise up to $69.3 billion in blockbuster IPO," November 10, 2026, as posted at 2:24 am; Reuters reports the details were sent to bankers and then retracted. The Reuters figure stands unreconciled to the filed terms.
[3] FILED probe. Amendment No. 2, text search at 14:54 and again at 15:11 UTC November 10, 2026: "valuation of $" and "market capitalization of" return zero instances. "Worth" (three), "value of our" (47) and "implied" (two) return no statement of the company's value; the one use of "enterprise valuation" explains changes in the fair value of convertible notes and carries no figure. Docket re-checked at 15:11 UTC: Amendment No. 2 remains the latest filing.
[4] FILED. Amendment No. 2, "The Offering," the list following the outstanding-share figure: 1,774,342,693 shares under options outstanding at September 30, 2026 (weighted average exercise price $2.91); 1,026,660,010 under RSUs whose service condition remains unmet at November 19, 2026; 47,041,287 under RSUs granted after September 30; 1,410,845 issued in acquisitions after September 30; reserves under the 2026 Plan (1,920,580,692 Class A, plus rollover amounts) and the ESPP (128,038,713); 933,698,210 Class N reserved under the Donation Matching Plan, of which 553,441,297 represent the Vested Matching Obligation; and 27,991,850 Class N issued after September 30 in the Matching Issuance. Underwriters' option: 123,750,000 Class A. Amazon notes: $6,203 million of principal convertible into up to 1,840,444,962 Class N shares; Amazon "has elected not to waive" its ownership cap, and the portion above the cap is reissued as rollover notes.
[5] OURS, arithmetic on the filed figures in notes (1) and (4). Listed awards and obligations (options, unvested RSUs, post-September RSUs, acquisition shares, the Vested Matching Obligation and the Matching Issuance): 3,430,887,982 shares, for a count of 16,517,560,575. Adding the underwriters' option gives 16,641,310,575; adding the remaining 380,256,913 Donation Matching shares gives 17,021,567,488. At $78: 13,086,672,593 gives $1,020.8 billion; 17,021,567,488 gives $1,327.7 billion. CNBC's $1.405 trillion at $78 implies 18,012,820,513 shares; adding the Amazon rollover shares (1,840,444,962 less the 276,827,518 converting at the offering, on the assumption that the conversion is all Amazon's) to 16,641,310,575 gives 18,204,928,019, or $1,420.0 billion. At $70 on the filed count: $916.1 billion; at $74: $968.4 billion. $1 trillion over 13,086,672,593 shares is $76.4136, printed in the body as just above $76.41 (at $76.41 the product is $999.95 billion); ($76.4136 less $70) over $8 is 80.2 percent, taken on the unrounded crossing price. On 17,021,567,488 shares at $70: $1,191.5 billion. Spread across the range on the filed count: $104.7 billion. At $74, the widest count less the filed count: 3,934,894,895 shares, or $291.2 billion. The treasury stock method would reduce the option count by about 70 million shares at $74 ($5.2 billion of exercise proceeds) and is left out of the table.
[6] OURS on FILED. 825,000,000 at $74 is $61.05 billion; at $78, $64.35 billion. The selling stockholders' 23,648,646 shares are $1.75 billion at $74 and $1.84 billion at $78. CNBC describes the $64.35 billion as net; on the filing's terms it is gross, before the underwriting discount.
[7] FILED. Amendment No. 2, "Concurrent Private Placement," at the assumed $74.00: Google LLC 135,135,135 shares, about $10.0 billion, "its exercise in full of its option under the Google 2026 NPA"; NVIDIA 135,135,135, about $10.0 billion; AMD 33,783,783, about $2.5 billion, which "will satisfy a portion of its commitment to purchase our Class N common stock under the Hardware Supply Agreement"; Broadcom, Micron and Microsoft 13,513,513 each, about $1.0 billion each; TSMC Partners 6,756,756, about $500 million. Total 351,351,348 shares, $26.0 billion. The prior amendment, accession 0001628280-26-068676 (November 2, 2026), described Google's option alone. Exhibit 10.15 is Google's Class N purchase agreement, dated November 10, 2026; Exhibit 10.16 is the form of agreement for the others, undated.
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