Anthropic's IPO clock is running: S-1 filed, banks named, $35B compute deal closed

Anthropic filed its draft S-1 with the SEC on June 1, named Goldman Sachs, Morgan Stanley, and JPMorgan Chase as lead underwriters two days later, and on June 5 closed a $35 billion debt financing package with Apollo and Blackstone to fund the compute infrastructure it expects to need before it lists. The company is targeting an October 2026 IPO. 12

Anthropic filed its confidential draft registration statement on June 1, four days after closing its $65 billion Series H at a $965 billion post-money valuation. 3 The filing was made under Rule 135 of the Securities Act; no share count or price range has been set, and the offering remains subject to SEC review.

A confidential filing gives Anthropic the option to go public once the SEC completes its review, without yet disclosing audited financials, voting structure, or legal risk factors. When Anthropic does file its public prospectus, that document will need to address several items institutional investors will scrutinize: the gross-versus-net accounting treatment of cloud-reseller revenue, the scale of its xAI compute commitment ($1.25 billion per month through May 2029), and ongoing litigation including the DOD supply-chain-risk designation and copyright suits by authors and music publishers.

On June 3, Bloomberg reported that Anthropic selected Morgan Stanley, Goldman Sachs, and JPMorgan Chase as lead underwriters. 2 More banks are expected to join the syndicate; Anthropic has retained Wilson Sonsini — the law firm that handled Google's 2004 IPO — to assist with public-market readiness.

Goldman and Morgan Stanley are simultaneously leading SpaceX's IPO, which opened for trading on June 12, and are both in discussions with OpenAI, which filed its own confidential S-1 on May 22 and is targeting a September debut. The two banks are effectively running a three-way AI IPO contest. According to prediction market Kalshi, Goldman has a 73% chance of securing the lead-left position on the OpenAI deal and is even-money with Morgan Stanley on Anthropic. Fortune reported on June 10 that the combined soft-dollar economics from leading one or both of these deals could exceed $7 billion — most of it going to whichever bank holds the lead-left book-runner slot. 4

At the Bloomberg Tech conference on June 4, Anthropic President Daniela Amodei explained the IPO decision in terms of compute costs. "It's a really big upfront cost to train the models and to serve inference on them," she said. "My guess is that over time, the sort of core set of companies that are working to advance the frontier are just going to need access to capital, and I think the public market is very well suited to that." 5

Amodei also pushed back on ROI concerns. Enterprises have begun questioning whether AI spend translates into realized productivity gains, and companies like Uber have said not all of their AI investment has proven productive. Amodei said businesses are "still early in figuring out how to deploy AI effectively" and that her expectation is that enterprise value realization will increase as familiarity grows.

On data center strategy, Anthropic is deliberately not building its own facilities: "We would much prefer to be on the side of having a little bit more demand for the product than we're able to serve than the inverse," she said — a direct contrast to competitors that have committed tens of billions to proprietary infrastructure.

Two days after Amodei spoke, Bloomberg reported that Apollo Global Management and Blackstone had finalized a $35 billion debt package to fund Google's custom Tensor Processing Units that Anthropic will lease. 6 The deal ranks among the largest private credit transactions in history.

The structure is a special-purpose vehicle that raises capital to buy chips and leases them to Anthropic; debt repayment is backed primarily by lease payments. Broadcom, which is developing the TPUs in partnership with Google, provides a residual-value backstop on the two senior tranches: if Anthropic defaults and chip liquidation falls short, Broadcom covers the difference. The three tranches priced as follows:

Roughly half of the $35 billion was syndicated to other investors. Apollo's Athene insurance arm bought A2 notes; Apollo's Atlas SP unit formed the SPV and invested in multiple tranches. Morgan Stanley arranged the transaction and advised Broadcom.

Four events in five days moved Anthropic from a private company that had just closed a funding round to one with an active SEC review underway, a named banking syndicate, a president who has publicly committed to a listing, and $35 billion in infrastructure capital structured and closed. That combination runs the SEC review process in parallel with infrastructure buildout, so Anthropic can reach an October window without waiting for financing to clear first.

The investor context matters too. Anthropic's annualized revenue run rate stood at $47 billion by late May, up from $9 billion at end-2025 — but analysts at Sacra and Futurum Group have flagged that this figure is reported on a gross basis, counting the full spend of enterprise customers on AWS Bedrock, Google Cloud Vertex, and Azure as Anthropic's own revenue. Net-reporting peers would present a materially different headline number. The public S-1 will need to explain the accounting treatment directly; how institutional investors respond to that explanation will likely shape the IPO valuation. 2

OpenAI filed on May 22 and is targeting September. Anthropic is targeting October. Both are racing to define how a frontier AI lab is valued on public markets — and whoever files the public prospectus first sets the accounting template analysts will use to measure the other.