Advisors weigh in on pre-IPO risks in the wake of Anthropic announcement

Anthropic’s Board of Directors is buckling down, announcing last week that any sale or transfer of its stock without explicit approval will be considered void and unrecognized by the company.

For advisors who have been recommending Anthropic shares through secondary market platforms, ahead of what many expect to be a highly anticipated IPO, this development raises important questions about client exposure, due diligence and the risks surrounding pre-IPO companies.

Anthropic is targeting a public listing as soon as October 2026, with rumors circulating across Wall Street that the offering could raise more than $60 billion. The AI giant raised $30 billion in a Series G round in February 2026 at a $380 billion post-money valuation and annualized revenue at the company reached $19 billion as of March 2026, with forecasts pointing toward $30 billion or more by year-end.

Will Anthropic win the race with OpenAI to be the first major AI company to go public? It’s unclear.  

Will Anthropic shares make investors, both early and late ones, rich? It’s also unclear.

What is clear to advisors, however, is that before letting a client get involved with pre-IPO shares, all the parties involved need to understand Rights of First Refusal, consent rights, board approval requirements, pre-approved buyer lists, clawbacks, dilution clauses, ratchets, tag-along rights, confidentiality provisions and a whole host of other risks.

Haley Schaffer, founder and managing partner at Waypoint West, points out that the risks involved with pre-IPO shares are not always clearly explained to individual investors, and unfortunately they will likely feel most of the potential pain.

“This is exactly why we focus earlier, notably at commercial inflection points where companies are transitioning from product to platform, revenue is compounding, unit economics are clarifying, and you're not overpaying for high consensus pre-IPO names,” Schaffer said.

If a client holds Anthropic shares acquired through a secondary platform that the company now deems unauthorized, Schaffer says they are most likely out of luck.

“If a transfer was made without the necessary board approval, Anthropic has been clear: they view those transfers as void. That's not a small thing. It means the ‘ownership’ the client thought they had may not be ownership at all,” Schaffer said.

Schaffer adds that it is hard to blame retail investors for wanting access to the fastest-growing companies, even if it is a higher risk maneuver. Investors who got in on the Series E round in the class of 2025 tech-IPOs captured returns ranging from 215% to 1,614%, while those who waited for IPO allocations saw returns between -3% and 285%.

“By the time public markets get access, most of the value creation has already happened in private markets,” Schaffer said, adding that “bad actors are spoiling the lot” by offering unauthorized structures, misrepresenting approval status, and leaving retail investors holding void transfers.

In her view, balancing the demand is mostly about reframing what the client is actually buying. If they want exposure to the AI cycle, there are legitimate ways to get it across infrastructure, energy, data centers, semiconductors, and private credit supporting the build-out. If they specifically want a logo, she believes that is a “FOMO trade” and FOMO trades are where bad actors find their best customers.

“There are no shortcuts in private markets. Real access requires real relationships, the kind that comes from being in the room, not buying your way in through a sketchy third-party structure,” Schaffer said.

Along similar lines, Seth Hickle, chief investment officer at Mindset Wealth Management, makes sure clients understand that pre-IPO shares are not publicly traded securities, and there is always the risk that a transfer could be delayed, rejected, or subject to company approval. When discussing pre-IPOs, he makes it very clear that these investments can be highly illiquid, difficult to price, and dependent on future liquidity events that may or may not occur on the expected timeline.

“Investors need to understand they are being compensated for taking on complexity, illiquidity, and uncertainty, not just investing in a popular private company name,” Hickle said.

As for balancing extreme client demand for hot pre-IPOs against the heightened risk these restrictions create, Hickle believes the most important thing is to stay within established and properly structured channels to access exposure to pre-IPOs. Put simply: demand for access can’t override risk management.

“Private investments like these can be highly illiquid, difficult to value, and subject to transfer restrictions that don’t exist in public markets. Our role as an advisor is to balance the excitement around emerging AI companies with realistic expectations around liquidity, transparency, and portfolio suitability,” Hickle said.

Emphasized Hickle: “Situations like this are a great reminder of why investor due diligence is extremely important when chasing hype.”