Anthropic S-1: When Do the June 30 Financials Go Stale?

Anthropic S-1: When Do the June 30 Financials Go Stale?

Anthropic's S-1 carries financial statements through June 30, 2026. As a non-accelerated filer, it gets the 135-day window in Rule 3-12 of Regulation S-X, so the SEC can declare the registration statement effective on those statements through November 11, 2026. If the offering isn't effective by then, an amendment must add September 30, 2026 interim statements, and from February 15, 2027 the filing would need audited 2026 statements.

Key takeaways

• The June 30, 2026 balance sheet supports effectiveness through November 11, 2026. On November 12 it turns 135 days old.
• Past that date, an S-1/A needs a September 30, 2026 balance sheet, nine-month statements for 2026 and 2025, and MD&A that discusses them. The interim statements may be unaudited.
• Anthropic doesn't file Exchange Act reports yet, so September 30 numbers carry the filing through February 14, 2027 and no further.

What Anthropic filed

Anthropic, PBC filed its registration statement on Form S-1 on October 26, 2026. On the cover it checked "non-accelerated filer" and left the smaller reporting company and emerging growth company boxes empty.

Ernst & Young (2025) and Grant Thornton (2023 and 2024) dated their reports June 1, 2026, with a September 30, 2026 dual date for the 10-for-1 stock split. In Note 17, Anthropic says it evaluated subsequent events for the interim statements through October 26, 2026. Our walkthrough of IPO financial statement requirements covers which periods an IPO filer must present.

The staleness rule, step by step

1. The trigger. Rule 3-12(a) applies when the financial statements are as of a date a set number of days "or more before the date the filing is expected to become effective." The registrant must then add a balance sheet inside that window, plus statements of comprehensive income and cash flows for the year to date and the same period of the prior year.

2. The window. Rule 3-12(g)(1) sets 130 days for large accelerated and accelerated filers and 135 days for all other registrants. Anthropic's non-accelerated box puts it in the second group.

3. The count. July through October adds 123 days to June 30, and twelve more reach November 12, 2026, day 135. The SEC staff's Financial Reporting Manual says the balance sheet in an initial registration statement "must not be more than 134 days old" (section 1220.2). November 11 is day 134, the last day the S-1 can go effective on the June 30 statements.

4. The year-end rule. Rule 3-12(b) lets a filing stay on third-quarter statements for up to 90 days after year-end if the registrant meets the conditions in Rule 3-01(c). The first condition is that the registrant already files Exchange Act reports, and FRM 1220.3 says a company that hasn't filed its first one doesn't meet it. For Anthropic, third-quarter data stays timely through the 45th day after December 31, 2026: February 14, 2027. Rule 3-12(d) gives the same date. An IPO registrant's latest audited statements can be no more than one year and 45 days old at effectiveness, and the December 31, 2025 statements reach that age on February 14, 2027. If audited 2026 statements are ready before effectiveness, Rule 3-12(c) requires them in the filing.

Fina worked through the same dates against the filing and the rules: Fina's cited analysis of when Anthropic's S-1 financials go stale.

What an amended S-1 would need after November 11

If the offering isn't effective by November 11, 2026, an S-1/A would have to add:

• A September 30, 2026 balance sheet, next to the audited December 31 balance sheets.
• Statements of operations, comprehensive loss and cash flows for the nine months ended September 30, 2026 and 2025. Rule 3-12(a) allows them unaudited and condensed to the Rule 10-01 level. Our guide to interim financial statements explains what "condensed" lets you shorten.
• An equity reconciliation for both nine-month periods, which Rule 3-04 requires for each period with a statement of comprehensive income.
• Updated MD&A. Item 303(c) of Regulation S-K calls for a discussion of material changes in results for the nine months against the same 2025 period, and in financial condition since December 31, 2025. The current MD&A compares six-month periods.

Parts of the prospectus already point to September 30. The capitalization and dilution tables are dated "as of September 30, 2026," with the amounts blank. The business overview cites revenue "for the three months ended September 30, 2026," also blank, next to filled-in metrics at that date, such as more than 1,900 customers with $1 million or more of trailing-twelve-month revenue. The quarterly results table in MD&A ends with the June 2026 quarter.

Note 17 also records a third-quarter charge of $2.0 billion in other operating and administrative expense for an August 2026 donation-matching obligation. Nine-month statements would include it, along with the remeasurement of the convertible notes through September 30, covered in our post on Anthropic's $72.4 billion convertible note charge.

Recent developments and preliminary results

When a quarter has closed but its statements aren't in the F-pages yet, a common practice among IPO issuers is a "Recent Developments" section with preliminary estimated ranges for that quarter, along with a statement that the auditors haven't audited or reviewed them. Those ranges sit outside the financial statements. Once effectiveness falls after November 11, Rule 3-12 still requires the September 30 statements themselves.

The October 26 S-1 has no recent-developments section and no preliminary third-quarter results. We read its blank September 30 figures as placeholders for a later amendment. The S-1 doesn't say which periods that amendment will present.

Read the full analysis

Fina's cited analysis of when Anthropic's S-1 financials go stale sets out the Rule 3-12 dates, the SEC staff's 134-day reading and the year-end rule, with citations to the S-1, Regulation S-X and the Financial Reporting Manual.