The Anthropic IPO Pricing Mystery: $1 Trillion or $1.4 Trillion? Answer This Week

Author: Dong Jing, Wall Street Insight

Anthropic officially launched its roadshow. This largest-ever IPO will hit the market on November 19, but controversies surrounding its valuation have never subsided since the beginning.

According to the amended S-1 filing, Anthropic plans to issue 825 million shares at $70 to $78 per share under the ticker ANT, with pricing set on the evening before November 19 (next Thursday).

Including the over-allotment option for 123.75 million shares and a $26 billion private placement, the total financing scale will surpass $100 billion, surpassing the $86.2 billion record previously set by SpaceX.

Goldman Sachs serves as the lead underwriter for this IPO, with Morgan Stanley and 20 other banks co-underwriting.

Citing sources, CNBC reported that 20% of the shares in this IPO have been allocated to retail investors, with pricing to be determined on the listing day itself, and subscription applications have already covered the entire offering range.

Figure: Summary of IPO Offering Terms in Anthropic's Amended S-1 Prospectus

However, whether Anthropic's market capitalization stands at $1 trillion or $1.4 trillion depends on how the shares are calculated.

Both Reuters and Bloomberg peg its market cap at around $1 trillion, while CNBC reports it at $1.405 trillion. Both figures are substantiated but use completely different methodologies. Regardless of which calculation is adopted, this valuation is 30% to 50% lower than the $2 trillion target circulated in the market in early October.

The Valuation Puzzle: Two Figures, Each Grounded in Its Own Rationale

The gap between $1 trillion and $1.4 trillion stems from different methodologies for calculating shares.

Calculated based on actual float: Adding the existing 11.93 billion shares (inclusive of preferred stock and common shares resulting from the conversion of Amazon convertible notes), along with 801 million newly issued in the IPO and approximately 333 million shares from the private placement, totals roughly 13.07 billion shares.

At $78 per share, the market cap would be approximately $1.02 trillion, which is also the methodology typically used by index providers.

To reach the $1.4 trillion figure, unissued shares must also be included:

1.77 billion employee options with an average exercise price of just $2.91, 96% of which are in-the-money, corresponding to a market cap of approximately $138 billion;

1.07 billion unvested RSUs, corresponding to a market cap of approximately $84 billion;

29 million additional shares added after September 30 due to acquisitions and donation matching programs, corresponding to approximately $2 billion;

2.05 billion shares reserved for the 2026 equity incentive plan and employee stock purchase plan, corresponding to approximately $160 billion.

Notably, these $160 billion worth of shares have not yet been granted to anyone. Excluding this portion, the fully diluted valuation stands at approximately $1.24 trillion.

Prediction market Polymarket had already listed the $1.25 trillion to $1.50 trillion range as the highest probability interval prior to the prospectus release, closely aligning with the final filed range.

Figure: Breakdown comparison of Anthropic's market cap based on float ($1.02 trillion) versus fully diluted basis ($1.4 trillion) (Source: ZeroHedge)

Goldman Sachs Forecast: Revenue Surpasses $600 Billion by 2030

As the lead underwriter for this IPO, Goldman Sachs has issued highly aggressive growth forecasts for Anthropic.

According to the Financial Times, Goldman Sachs expects Anthropic's revenue to reach approximately $52 billion this year, $136 billion by 2027, $442 billion by 2029, and surpass $600 billion in 2030—a figure more than 130 times the company's $4.6 billion in sales for 2025.

However, this growth trajectory comes with massive cash burn. Goldman Sachs projects free cash outflows of $12.8 billion in Q4 2026 and up to $65.7 billion in 2027, with free cash flow not turning positive until 2030, when it will reach $33.6 billion.

Operating losses are expected to peak at approximately $40.4 billion in 2027, turn profitable in 2029, and operating profit will hit $65.2 billion in 2030.

The prospectus discloses that as of October 31, Anthropic's annualized revenue run rate has reached $81 billion, increasing by $10 billion month-over-month.

Calculated using the upper end of the offering range, the price-to-sales ratio paid by investors currently stands at approximately 17x on a fully diluted basis; based on the float, it is roughly 13x.

$26 Billion Private Placement: Suppliers Become Shareholders

Another major highlight of this IPO is the $26 billion private placement arrangement: all seven subscribers simultaneously serve as core suppliers to Anthropic.

According to the prospectus, the subscription amounts for each party and the products or services provided to Anthropic are as follows:

Google: $10 billion (cloud computing services and TPUs)

NVIDIA: $10 billion (GPUs)

AMD: $2.5 billion (GPUs)

Broadcom: $1 billion (custom chips)

Micron: $1 billion (memory)

Microsoft: $1 billion (cloud services)

TSMC: $500 million (chip fabrication)

Figure: Subscription Details and Products Provided by Core Suppliers in Anthropic's $26 Billion Private Placement

This structure implies that funds flow from suppliers into Anthropic as equity investments, only to return to the suppliers in the form of procurement orders.

Furthermore, the prospectus indicates that part of Google's $10 billion commitment is allocated to fulfilling obligations already pledged in previous agreements, meaning the actual net new capital introduced through the private placement may be closer to $16 billion.

Amazon, due to the capping limit on shareholding percentage, only converted its convertible notes within that limit and did not participate in this placement.

Record-Breaking Financing, Yet Staggering Bills Await

The $100 billion financing scale sets a historical record, yet remains a drop in the bucket compared to Anthropic's committed expenditure agreements.

The prospectus shows that Anthropic's commitments for computing resources and chip purchases have neared $901 billion, with approximately $71 billion maturing over the 12 months leading up to September 2027.

In other words, this largest-ever fundraising round can cover only about 15 months of signed bills, amounting to roughly one-tenth of the total committed amount.

Meanwhile, financial data in the prospectus also shows certain pressures: Q3 revenue grew 47% quarter-over-quarter to $16.96 billion, but the growth rate significantly slowed from 144% in Q2.

Operating profit flipped from $974 million in Q2 to a loss of $567 million in Q3, with operating expenses reaching $17.5 billion.

Price reductions and contract discounts reduced Q3 revenue growth by approximately $600 million, while the pricing cut for the Fable model launched on Monday—another 20% reduction—has not yet been factored into the aforementioned figures.

Market Context: Pricing Negotiations Under the Shadow of AI Stock Sell-Off

Anthropic's IPO roadshow coincides with a violent upheaval in the AI sector.

The Nasdaq 100 index recently recorded its steepest single-day decline since the pandemic, amid concerns that a Democratic sweep of Congress could freeze up to 45% of data center construction plans.

Prior to the official filing, H.C. Wainwright analyst Mike Colonnese stated that, impacted by a broad sell-off of AI stocks, Anthropic's potential IPO valuation came under pressure, with investor discussions downgrading the valuation range from a previous $1.4 trillion to $1.5 trillion to $1.2 trillion to $1.3 trillion.

However, he believes that an October revenue run rate exceeding $80 billion indicates that the valuation downgrade reflects market sentiment more than a material deterioration in fundamentals.

Sentiment in the crypto market, meanwhile, leans relatively optimistic. The implied market capitalization for Anthropic's IPO pre-listing contract on the Hyperliquid platform rebounded briefly to approximately $1.7 trillion following the prospectus release, about 20% higher than the upper bound of the fully diluted valuation in the filed range.

Figure: Price Trend of Hyperliquid Platform's Anthropic IPO Pre-Listing Contract (ANTH) from Late October to November 10

Notably, while describing its corporate mission in the prospectus using the phrase "ushering in an era of miracles," it also warns of the "existential risk" to humanity.

The company explicitly cautioned in its risk factors section that its models "have exhibited and may in the future exhibit unforeseen, inconsistent, or autonomous behaviors, including taking harmful actions without user or third-party direction."

OpenAI is currently raising capital at a $1.25 trillion valuation and has delayed its own listing plans until 2027, and will closely monitor every pricing movement of Anthropic's IPO. On November 19, the market will provide the first public benchmark for AI industry valuations.