Anthropic weighs shareholder sales in IPO and a lockup longer than 180 days

Why it matters

Anthropic must balance shareholder liquidity against the need to fund enormous compute commitments and prevent a flood of stock from destabilizing one of the largest IPOs ever attempted.

Dario Amodei and Daniela Amodei's Anthropic is considering letting existing shareholders sell part of their holdings in its initial public offering, while restricting at least some investors and employees from selling additional shares for longer than the customary 180 days.

The structure would give early backers and employees some liquidity at the IPO price, then limit the volume of Anthropic stock reaching the public market after the listing. Anthropic's plans remain subject to change, and the amount of existing stock that could be sold has not been determined, The Information reported Thursday, citing people familiar with the process.

Anthropic plans to publish its prospectus after Labor Day and hold an investor day in mid-September, according to the report. A listing could follow in late September or early October, although Anthropic could delay the offering.

The prospectus will establish the proposed split between newly issued shares, which would raise capital for Anthropic, and secondary shares sold by existing holders. Anthropic has not set the number of shares or an offering price. Anthropic confidentially submitted a draft registration statement to the Securities and Exchange Commission on June 1st.

Liquidity before a longer lockup

Secondary shares would turn a portion of the gains accumulated by Anthropic's employees and investors into cash. Anthropic's private valuation increased from less than $20 billion two years ago to $965 billion in May, creating large paper returns for holders who entered before its latest financing rounds.

Anthropic raised $65 billion at a $965 billion post-money valuation on May 28th. Altimeter Capital, Dragoneer, Greenoaks and Sequoia Capital led the round, with Capital Group, Coatue, D1 Capital Partners, GIC, Iconiq and XN among the co-leads. The financing included $15 billion of previously committed investments from cloud providers, including $5 billion from Amazon.

That round followed a $30 billion Series G in February that valued Anthropic at $380 billion. The two financings added $95 billion of capital in less than four months, illustrating both the cost of competing at the frontier of AI and the number of shareholders who may eventually seek an exit.

Bankers have discussed an IPO valuation of $1.5 trillion, The Information reported, while The New York Times has reported that the offering could value Anthropic at $2 trillion. Those figures remain preliminary. Anthropic's June announcement said the share count and price had not been set.

Anthropic could raise more than the $86 billion SpaceX raised in its June IPO, according to The Information. Any proceeds assigned to secondary sales would go to selling shareholders rather than financing Anthropic's compute purchases, research or product development. The division between those two uses will therefore be one of the prospectus's most consequential disclosures.

The proposed secondary component would also depart from the approach taken by SpaceX and Cerebras, which did not include existing shareholder sales in their IPOs. CoreWeave and Figma allowed existing holders to sell shares alongside newly issued stock.

A controlled sale at the offering could reduce pressure for an early lockup release and help employees cover taxes associated with vested equity. Anthropic and its bankers would also get to allocate those shares to selected IPO buyers instead of allowing a larger block to reach the open market later.

The tradeoff is perception. Public investors generally examine secondary sales for signs that executives or early backers are reducing exposure at the moment new shareholders are being asked to buy. The identity of the sellers, the percentage of their holdings being sold and the ratio of secondary shares to newly issued shares will determine whether the transaction reads as routine liquidity or a larger exit.

Anthropic prepares for public-market volatility

Anthropic is considering a lockup longer than 180 days for at least some holders, according to The Information. Longer restrictions would delay the next wave of selling after the IPO and give public investors more time to assess Anthropic's financial results without a large increase in freely tradable shares.

The discussion follows sharp trading in SpaceX and Cerebras after their listings. Both traded far below their post-IPO highs on Thursday, with SpaceX slightly above its offering price and Cerebras slightly below its offering price, The Information reported.

Anthropic has also considered requiring rank-and-file employees to use predetermined 10b5-1 trading plans after the listing. Such plans specify the amount and timing of future sales in advance. They are more commonly associated with executives and directors, but Anthropic has weighed broader use because employees regularly receive internal information that could affect trading decisions.

The Amodei siblings founded Anthropic in 2021 around the development of AI systems designed to be reliable, interpretable and steerable. Dario Amodei serves as CEO and Daniela Amodei as president. Anthropic is organized as a public benefit corporation, with directors elected by shareholders and Anthropic's Long-Term Benefit Trust.

An IPO would put that structure, Anthropic's compute commitments and the economics behind Claude under public scrutiny. The immediate structural decision is narrower: how much liquidity Anthropic grants its existing holders at the offering, and how long everyone else must wait to sell.