Anthropic files to sell up to $3.5bn of IPO shares to investors in Japan

Anthropic, PBC filed a securities registration statement with the Director-General of Japan's Kanto Local Finance Bureau on 2 November 2026, covering a public offering in Japan of its Class A shares, according to the document on the Financial Services Agency's EDINET disclosure system. The filing puts the total issue value of the Japanese offering at up to ¥552.895bn, or $3.5bn, as an upper estimate at the time of filing. It converts dollars at ¥157.97, the Mizuho Bank telegraphic transfer middle rate for 1 October 2026. The Japanese amount will be fixed on the pricing date and could turn out very different from that estimate, the filing says.

The Japanese sale is part of a wider, mainly US offering, whose overseas underwriters are represented by Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. No underwriting happens in Japan. Three of the underwriters, MUFG Securities Americas Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, buy the shares, and six Japanese brokers take orders on their behalf: Mizuho Securities, Goldman Sachs Japan, Mitsubishi UFJ Morgan Stanley Securities, Morgan Stanley MUFG Securities, Rakuten Securities and SBI Securities. Mizuho Securities is the administrative lead manager for the Japanese offering. Anthropic pays no underwriting fee; the underwriters keep the gap between the offer price and the price they pay the company, the filing says.

The share count and offer price are blank. A preliminary price range is due on a date expected between November 2026 and April 2027, and the final price on a pricing date in the same window that could slip past April 2027. Following US market custom, the price can be set above or below the range without prior notice, within set limits. Anthropic applied on 26 October 2026, US Eastern time, to list its Class A shares on the Nasdaq Global Select Market as ANT, but the listing had not been approved when the Japanese statement was filed. Trading would start on the US business day after pricing. No Japanese listing is planned for now, the filing says.

Anthropic plans to spend the proceeds on working capital, operating costs and capital spending, including compute and infrastructure, and on hiring and keeping highly skilled staff, according to the filing. It may put part of the money into acquisitions or investments, though it says it has no material deal agreed. Some will go to tax withholding tied to restricted stock units. Its board approved the offering on 23 October 2026. Directors, officers and holders of substantially all its shares agreed with the company not to sell for 180 days from pricing, with exceptions. Separate underwriter lock-ups permit staged early sales, and some holders of over 0.5% are bound for up to 365 days.