Anthropic Considers Letting Shareholders Sell In IPO, Departing from SpaceX Playbook

Anthropic has been working on a plan to let existing shareholders sell some stock in its blockbuster initial public offering while also considering longer-than-usual lockup periods for sales after it’s public, people familiar with the process said.

Allowing secondary stock sales in the IPO would distinguish Anthropic from this year’s other big tech listings, SpaceX and Cerebras, which didn’t have existing stockholders sell shares in the IPO itself. Some other big tech IPOs in recent years, including CoreWeave and Figma, have included existing stockholder sales when the companies issue new shares in the IPO.

The stock sales would enable Anthropic shareholders to access a portion of the enormous wealth they’ve amassed on paper over the past few years. The company’s private valuation has soared from less than $20 billion two years ago to $965 billion this past May.

How to manage sales by investors and employees are among the complex issues Anthropic is wrestling with as it finalizes its strategy for one of the biggest market debuts ever, and the plans could still change.

Bankers have discussed an IPO valuation of $1.5 trillion, another person familiar with the matter said, just that SpaceX fetched at its IPO price. The New York Times reported that Anthropic’s offering could value it at $2 trillion. The most recent pricing plans couldn’t be determined.

It couldn’t be confirmed how much stock existing shareholders might be able to sell in the IPO or which groups—early investors, top executives or the broader base of employees—could do the selling.

Anthropic has bought back or arranged for billions of dollars of share sales for employees in its five year history, though that’s far less than its older rival OpenAI has.

Anthropic, which has raised at least $130 billion already but needs more to fund its vast compute plans, is expected to top SpaceX’s $86 billion raised in its June IPO, according to a person familiar with the matter. It couldn’t be learned how the company plans to split the amount raised between new and existing share sales.

The company is planning to publicly unveil its IPO prospectus after Labor Day, people familiar with the process said. It’s also expected to host an investor day for prospective investors and research analysts in mid-September, according to the two people.

The IPO would likely be held in late September or early October, though Anthropic could choose to push back the offering, people with knowledge of the timing said.

Alan Denenberg, a partner at Davis Polk who has worked on large tech IPOs, said companies have a few reasons to let existing shareholders sell in their offerings.

One is to reduce the need for early lockup release. The move could also allow employees to raise cash to pay tax bills that hit after their equity vests. And it could help the company control which new investors get stock in the IPO, rather than having existing shareholders sell to whoever buys in the open market.

Denenberg, who said he didn’t have knowledge of Anthropic’s plans, added that companies are often careful to make sure insiders, particularly executives and investors, aren’t selling too much in the deal because investors could see it as “insiders dumping rather than demonstrating conviction in the stock’s future value.”

The Upside of Longer Lockups

Companies going public generally bar or limit sales by investors and employees for some period after the IPO to avoid gluts of stock hurting the price. A common lockup period is 180 days, but SpaceX and Cerebras in their IPOs adopted a staggered approach that let shareholders sell in increments sooner than that contingent on certain conditions.

Shares in both SpaceX and Cerebras have fluctuated sharply. On Thursday, SpaceX’s stock was trading slightly above its IPO price, while Cerebras’s was slightly below. Both are far below their post-listing highs.

Anthropic is considering imposing a lockup of longer than 180 days for at least some shareholders, according to the people familiar with those discussions. It isn’t clear how it might manage the flow of sales after the lockup period.

A longer lockup could help manage future stock volatility for a company with one of the wilder growth trajectories in business history. The company’s executives have said they were caught off guard by surging demand for its coding agent and related products this year, and investors and Anthropic’s advisers aren’t sure its recent growth rate will last.

Some of Anthropic’s major investors include Spark Capital, Lightspeed Venture Partners, and Iconiq, as well as Google and Amazon, which also provide Anthropic access to cloud servers to run its AI.

Anthropic has also considered another unusual measure to govern employee stock sales after it goes public: requiring rank-and-file staff to sell stock through set trading schedules, The Information reported last month. Such arrangements, called 10b5-1 plans, outline how many shares covered employees can sell and at what prices—instead of the typical arrangement in which employees can sell their shares in weekslong windows after earnings reports.

Companies usually target 10b5-1 plans at executives and directors with access to strategic information, but Anthropic has weighed the option for all staff so they don’t run afoul of insider trading laws given its culture of free-flowing information sharing with employees.