Anthropic is going public -- and to court

With artificial intelligence stocks soaring even as other sectors sink, Anthropic PBC is seizing its opportunity to go public as soon as possible - but there might be a hitch.

The company announced Monday it has confidentially submitted a draft registration statement on Form S-1 to the Securities and Exchange Commission for a proposed initial public offering while not sharing the number of shares to be offered.

"This gives us the option to go public after the SEC completes its review," Anthropic added in a brief statement. "The proposed initial public offering will depend on market conditions and other factors."

Legal observers say the San Francisco-based AI company, valued at $965 billion, would be the second-largest IPO if it debuts this year, trailing only Space Exploration Technologies Corp.'s estimated $1.75 trillion offering scheduled for June 12.

SpaceX includes a significant AI subdivision, xAI, which was folded into the company earlier this year.

The logic for Anthropic is simple, said Jill E. Fisch, a professor of business law at the University of Pennsylvania Carey Law School.

"The market is excited about AI, so this is the time to bring your AI company public," she said. "It's a hot sector, but there are so many things that could drag this stock market down at any point."

A leading competitor, OpenAI Inc., from which Anthropic's leaders defected several years ago, is also rumored to be filing paperwork with the SEC for its public offering soon.

Suing the SEC while seeking its help

But Anthropic will be seeking federal government approval for its IPO at an awkward time. It is suing the Department of Defense and other federal agencies after Defense Secretary Pete Hegseth declared the company a national security supply chain risk.

One of the defendants in Anthropic's lawsuit filed in San Francisco, and now pending before the 9th U.S. Circuit Court of Appeals, is the SEC itself and agency chairman Paul S. Atkins.

Andrew Verstein, a professor at UCLA School of Law and co-director of the Lowell Milken Institute for Business Law and Policy, said the litigation against the administration was "a huge risk-factor."

The company's lawsuits against the Department of Defense -- filed in the U.S. Court of Appeals for the District of Columbia and the Northern District of California -- revolve around how the government can use Anthropic's AI tools, including mass surveillance and autonomous lethal weapons without human oversight.

After talks collapsed, President Donald Trump ordered federal agencies not to use the company's technology, giving the Defense Department several months to transition.

Anthropic sued over the supply chain risk designation, and a three-judge D.C. Circuit panel, including two Trump appointees, considered arguments by the company and the government on May 19. Anthropic PBC v. U.S. Department of War et al., 26-2049 (D.C. Circ., filed March 9, 2026).

The 9th Circuit appeal is awaiting the outcome of the D.C. Circuit decision.

While the legal battle is pending, Anthropic's new cybersecurity product - Claude Mythos Preview - changed the dynamic of the fight, as federal agencies were eager to get a look at it, including some of the same ones listed as defendants in the company's suit. Dario Amodei, the company's CEO, met with Trump administration officials at the White House in April.

Still, Anthropic is seeking approval from the SEC for its big-money public offering while taking the administration to court - a situation that might be tricky.

Verstein said the best outcome to address such a risk "is to address it pre-IPO, but that is not feasible," he said. "So the second-best thing (assuming the market is accepting) is to push the IPO forward as quickly as possible, before any more bad news is revealed."

A hot AI market

Still, the Trump administration has promoted AI in general even as it has battled Anthropic over the use of its tools by the Defense Department.

Verstein said earlier timing, if possible, is better given the investor frenzy for AI companies that has thus far been immune to economic weakness, including the military conflict with Iran that has effectively closed the Strait of Hormuz and led to a spike in energy prices.

"AI is hot now, so an IPO is likely to be rewarding," he said. "The longer one waits, the more likely something happens -- a new competitor, a war -- that undermines investor interest."

Fisch said investor demand for AI companies has been so high, with each leading company having different strengths and weaknesses and new products being unveiled regularly, that she disagrees with some analysts who have said there is necessarily a big advantage to going first.

"Why would you just bet on one?" she asked.

'Gag rule' fight not over

The SEC argued in a brief to the U.S. Supreme Court that its decision last month to rescind its policy requiring individual and corporate defendants not to deny allegations when settling civil lawsuits has mooted a bid for Supreme Court review of a claim the 1972 rule is unconstitutional.

Solicitor General D. John Sauer acknowledged that the "no admit-no deny" policy could raise First Amendment concerns but agreed with a 9th U.S. Circuit Court of Appeals decision that it did not support a facial challenge, only a possible as-applied challenge.

"The SEC's rescission of Rule 202.5(e) renders this case moot," he wrote in asking the justices to deny review.

Margaret A. "Peggy" Little, senior litigation counsel for the New Civil Liberties Alliance who represents plaintiff Thomas J. Powell, countered that the rule was "blatantly unconstitutional" and that her client's writ of certiorari should be granted.

"The government's brief makes clear that the SEC's attempt to evade Supreme Court review by rescinding the rule is a classic case of 'voluntary cessation' that cannot, and does not, moot the case," she said.

"A different administration can reimpose the rule just as easily as the SEC rescinded it," Little added.

Legal analysts noted that the SEC, now dominated by Trump appointees, avoided constitutional questions when rescinding the rule, relying instead on policy grounds. The justices will have to decide whether to take the case.