The version that reached the SEC has 42 million fewer shares and a top end that is $2 lower. In other words, the deal shrank by roughly $5 billion between dinner and breakfast. Maybe a typo, maybe one last haircut. In this tape, we know which way we lean.

Which Trillion?

Now for the confusion. Reuters and Bloomberg both put Anthropic's market value at about $1 trillion at $78, and both also say it is seeking $1.4 trillion. CNBC went with $1.405 trillion. So which is it?

We went through the share counts in the filing, and here is the bridge:

Start with the 11.93 billion shares that exist today (after the preferred stock and part of Amazon's convertible notes turn into common). Add the 801 million new IPO shares and the roughly 333 million going to the placement buyers, and you get 13.07 billion shares outstanding. At $78, that's $1.02 trillion. This is the actual market cap, the number an index provider would use.

To get to $1.4 trillion you have to add stock that isn't trading yet:

• 1.77 billion employee options with an average strike of $2.91 (no, that's not a typo, and yes, they are 96% in the money): +$138 billion
• 1.07 billion unvested RSUs: +$84 billion
• 29 million shares issued since Sept. 30 for acquisitions and the donation-matching program: +$2 billion
• and 2.05 billion shares reserved for future grants under the 2026 equity plan and the employee purchase plan: +$160 billion

That last one deserves a second look. Some $160 billion of the "$1.4 trillion valuation" is stock that hasn't been granted to anyone yet. Strip it out and the fully diluted figure is about $1.24 trillion. (And if you want to go the other way, the greenshoe and a 934 million share donation-matching reserve sit outside the $1.4 trillion and would add another $80 billion or so.)

The same math across the whole range:

Two things stand out. On shares outstanding, the midpoint works out to $968 billion, or all of $3 billion above the $965 billion post-money of May's Series H (assuming that round was quoted on the same basis, which of course nobody ever specifies). And on a fully diluted basis the filed range of $1.26 to $1.40 trillion lands squarely inside the $1.25-$1.50 trillion bracket that Polymarket had made its favorite by last Friday. As usual, the prediction market got there before the prospectus did.

Vendor Financing, IPO Edition

Then there is the $26 billion private placement, which goes off at the IPO price. The buyers, per the filing (share counts assume the $74 midpoint):

Regular readers, who have followed our coverage of AI circularity since we first called AI a debt bubble last October, will notice that every single cornerstone investor is also a supplier. The money goes from Nvidia to Anthropic as equity and comes back to Nvidia as a purchase order, and the same goes for the other six. Nothing says "arm's-length price discovery" like your seven biggest vendors setting the floor under your IPO.

It gets better. According to the filing, Google's $10 billion goes toward funding obligations it had already committed to under an earlier 2026 agreement. So, well, the genuinely new money in the placement is probably closer to $16 billion. And one name is missing altogether: Amazon, whose notes convert only up to its ownership cap.

$81 Billion Of Run Rate, $901 Billion Of Bills

The pitch to public investors rests on one number: a revenue run rate of $81 billion as of Oct. 31, up $10 billion in a single month. That is the reacceleration that was missing when we looked at the investor day numbers. At the top of the range, buyers are paying about 17x that run rate fully diluted, or 13x on shares outstanding. At $2 trillion it would have been 25x.

The rest of the filing is less flattering:

• Q3 revenue rose 47% sequentially to $16.96 billion. The quarter before, it rose 144%.
• Operating income flipped from a $974 million profit in Q2 to a $567 million loss in Q3, as operating expenses hit $17.5 billion.
• Price cuts and contractual discounts took about $600 million out of Q3 revenue growth, and that was before Monday's 20% cheaper Fable.
• Commitments, mostly for compute and chips, climbed to nearly $901 billion, of which about $71 billion comes due in the 12 months through September 2027.

Put differently, the entire $90 billion raise, the biggest in history, covers about 15 months of the bills already signed, and one-tenth of the total. A good chunk of it will end up with the same seven companies in the table above.

The prospectus itself speaks of a mission to "bring forth an age of miracles," while warning of existential risks to humanity, and the risk factors don't hold back either.

Our models have in the past behaved, and may in the future behave, in unintended, misaligned, or autonomous ways, including by taking harmful actions that no user or third party directed, which could adversely affect our reputation and brand, business, financial condition, and results of operations.

An age of miracles, existential risk and a 15% greenshoe. Only in 2026.

Nine Days To Find Out What AI Is Worth

So will it clear? CNBC, citing sources, says the book is already covered across the range, which would be impressive for a deal that looked like it might be delayed as recently as Friday (Goldman's own term sheet helpfully reminds clients that a covered book is no assurance a deal gets fully distributed). The crypto crowd is even more enthusiastic: Hyperliquid's pre-IPO Anthropic contract, which had sunk from $1.9 trillion to about $1.5 trillion implied after the midterms, dipped to $1.55 trillion on the filing before ripping back to around $1.7 trillion.

That is some 20% above the top of the filed fully diluted range, so either the perp traders are already pricing the first-day pop, or they are counting shares differently than everyone else. Probably both.

The backdrop hasn't improved since Thursday, when the Nasdaq 100 suffered its worst day since Covid on fears that the Democratic sweep will freeze as much as 45% of planned data center capacity. OpenAI, which is raising at $1.25 trillion and has pushed its own listing to 2027, will be watching every tick. 

H.C. Wainwright's Mike Colonnese summed up the stakes for everyone else in the AI complex (before today's official reveal):

Anthropic's potential IPO valuation comes under pressure amid broader AI equity selloff, though underlying demand remains strong. Prospective investors in Anthropic's upcoming IPO are reportedly discussing a valuation of $1.2T- $1.3T, down from the previously contemplated $1.4T-$1.5T range, following Thursday's sharp selloff in AI-linked equities (Nasdaq-100 -6.4%, NVDA -9.2%). 

Importantly, Anthropic's annualized revenue run rate reportedly exceeded $80B in October, suggesting the recent valuation reset reflects broader market sentiment and concerns around AI investment returns rather than a clear deterioration in underlying demand. 

In our view, a successful IPO would provide an important valuation benchmark for the AI sector and could serve as a positive catalyst for AI infrastructure equities, although near-term market volatility may complicate the timing and pricing of the offering.

We agree it's a benchmark. We are less sure it's the one the bulls want. A company that grew its run rate by $10 billion in a month just had to take 30% off its price tag, trim the deal overnight and line up its own suppliers as anchor buyers to get to the starting line. If that is what it takes to sell the best asset in AI, the more interesting question is what everything else is worth.

We'll find out on Nov. 19.