Skip to content

anthropic

A single Anthropic share will carry 50.1% of the vote

Promtime

A single share of Anthropic stock will carry 50.1% of the total voting power over key corporate matters, according to the company's IPO filing as seen by Reuters. That one Class F share will vote however a majority of Anthropic's seven co-founders decide, and CEO Dario Amodei is one of the seven.

At a glance

  • The seven co-founders will sit in a new "Founder LLC", which the filing describes as made up of people "distinctly equipped to be stewards of our mission", while Anthropic stays a Delaware Public Benefit Corporation.
  • The board is split two ways: Class F and Class A holders elect Dario Amodei, Daniela Amodei and one unnamed director, and the Long-Term Benefit Trust elects the remaining four directors.
  • The filing warns that the structure may lead to decisions that conflict with financial interests and hurt Class A stock, the class ordinary investors will buy, which carries one vote per share.

If you have not been following, here is the short version. The seven co-founders quit OpenAI in 2020 and have stayed united five years after founding their startup. According to Leverageshares, Anthropic raised $65 billion at a $965 billion post-money valuation in its Series H on May 28, 2026, and confidentially submitted a draft S-1 on June 1, 2026. The Information first reported some details of the structure earlier in September.

One Class F share will hold 50.1% of the voting power

The Founder LLC is a new vehicle, and at the start its members are Anthropic's seven co-founders. By majority vote they will direct a single share of Class F stock that amounts to 50.1% of the total voting power, covering the election of some board directors and other matters submitted to investors.

Anthropic's four other share classes carry various functions or limits, among them minimal voting rights for strategic partners. Class A common stock for average investors gets one vote per share, and Reuters notes the structure could effectively diminish the influence of everyday investors.

Investopedia describes dual-class stock as giving different shareholders different voting rights, so founders keep control after selling shares to the public; critics say it reduces accountability. Picture a housing co-op where one flat carries the deciding vote at every meeting, except that here a committee of seven holds that flat.

According to Investopedia, a listed company cannot change voting rights or create new classes with more voting power, which helps explain why control terms are set before the IPO. It cites the Ford family, which holds 40% of the voting power while owning a small percentage of equity, and Echostar's Charlie Ergen, who controls around 91.8% of the vote.

The Long-Term Benefit Trust elects four of the board's directors

Anthropic will keep operating as a Public Benefit Corporation under Delaware law. The filing says this status formally allows its leaders to balance the interests of investors against those of the rest of humanity, rather than serving investors alone.

Daniela Amodei, Dario's sister and Anthropic's president, chairs the board. According to the filing, once the IPO is complete, Class F and Class A stockholders will elect her, her brother and one still-to-be-named director. The Long-Term Benefit Trust, a separate oversight body whose current trustees include former Federal Reserve Chair Ben Bernanke and national security expert Richard Fontaine, elects the remaining four.

Anthropic has explained the trust on its own website. It says that under default corporate governance only stockholders can elect, remove and sue directors, so "all the key mechanisms of accountability in corporate law push directors to prioritize the financial interests of stockholders." Anthropic argues that the greater the externalities, such as national security risks and large-scale economic disruption from AI, the less those defaults serve the general public.

The founder share starts to sunset when two or fewer co-founders remain

Besides the Amodei siblings, Reuters names Chief Compute Officer Tom Brown and Chris Olah, who is tasked with key research and recently met with Pope Leo. A co-founder can be removed from the Founder LLC for quitting, dying, selling too many shares, or for "cause". When only two or fewer co-founders or their successors remain, the super-voting class begins to sunset and a transition period starts.

The filing's Summary Compensation Table puts Dario Amodei's 2025 pay at nearly $18 million, largely through stock and option awards. Daniela Amodei was the second-highest paid executive at $16.4 million for 2025. In the filing, the co-founders also pledge to dedicate 80% of their personal Anthropic equity to charitable causes.

According to Fortune, all seven co-founders pledged in January 2026 to donate 80% of their wealth. Fortune cited a Forbes estimate of about $3.7 billion per co-founder, a figure that did not account for talks reportedly valuing Anthropic at $350 billion.

The filing tells Class A buyers the mission may cost them

In the filing's words, the setup could lead to decisions "that may conflict with short-, medium-, or long-term financial interests and business performance, which may negatively impact the value of our Class A common stock." It also lists as a core advantage "a culture that promotes a low-ego, truth-seeking environment, where frontier AI capability and safety are mutually reinforcing."

The filing points to choices already made, such as a limited access program for Mythos Preview, a model that was particularly powerful for cybersecurity. "Similarly, we have chosen not to develop certain commercially attractive offerings, such as image and video generation models, to direct our compute toward our research and safety priorities," it states.

Reuters sets this against visionary CEOs who ignored investors to their peril. In August, Meta Platforms agreed to pay up to $18 billion to resolve concerns over children's safety after years of pushing back against shareholder activists, and Tesla shares swing with Elon Musk's latest social-media post.

Anthropic has done business with Meta and with SpaceX, where Musk is also CEO. SpaceX's recent IPO concentrated power with Musk, while Anthropic's plan spreads power beyond Dario Amodei to a group of close-knit executives.

Some gaps remain. The third stockholder-elected director has no name yet, Reuters names only four of the seven co-founders, and the report gives no share count or price range. In our view, warning buyers that the structure may hurt Class A stock is unusually blunt for a prospectus whose job is to sell that stock.

When the roadshow could start

According to Leverageshares, Reuters reported via CNBC in early September that IPO marketing was expected to begin in mid-October at the earliest, with a listing days before the November midterms, subject to change. A public S-1 has to be filed at least 15 days before the roadshow, and it is the first document to show audited financials, share count and price range. Leverageshares also cites a CNBC report that investors expect a float at about $2 trillion.

Related stories

  1. Anthropic's IPO filing warns its models may resist shutdown
  2. Anthropic lost $42 billion in the year revenue grew 12-fold
  3. Trump adviser's memo puts Dario Amodei at the root of EA
  4. Anthropic planned a $2T IPO until doom fears landed
  5. Open weights win the tokens, Anthropic keeps 64% of spend
  6. Anthropic's second profitable quarter lands before the IPO

Comments

No comments yet. Be the first.

Join the conversation

Sign in with Google to leave a comment. Your name and avatar come from your Google profile, and the comment appears after moderation.

We only use your name and avatar from Google. We never store your email address.