Anthropic’s IPO filing gives co-founders control through a Class F share
Anthropic’s S-1 filing lays out five classes of stock, including a single Class F share that keeps founder control of the vote even after they give away most of their equity.
Anthropic’s IPO filing gives its seven co-founders control of shareholder votes through a single share of stock, even as they pledge to give away most of their equity. The S-1 filing, which the company submitted publicly, sets out five classes of stock: A, E, F, N and T. Only Class A shares will be sold to the public, and public buyers will hold limited voting power under the structure.
The central mechanism is Class F, one share held by a limited liability company owned by the seven co-founders. That share carries 50.1% of the vote on nearly all shareholder decisions, including the election of every director the trust does not choose. It has no economic rights, and issuing new stock cannot dilute it. Each co-founder has pledged to give away 80% of their Anthropic equity. Class A holders split the remaining 49.9% of the vote among themselves, however many shares they own. The filing states that Class A holders “generally will not be able to affect the outcome of any matter submitted to a vote of our stockholders or the election of our directors, regardless of how they vote.”
Class A is the stock that will be listed on Nasdaq under the ticker “ANT,” carrying one vote per share. The co-founders also own Class A shares, about 240 million each, according to the filing. If most co-founders cannot agree on how to vote the Class F share, it votes in line with the split of the public’s Class A votes. The Class F share expires once fewer than three of the seven founders remain in the LLC for 90 days.
Class T is a separate single share held by Anthropic’s Long-Term Benefit Trust, following a 1-for-1,000 reverse split on September 17. The trust’s five trustees, one seat of which is currently empty, use it to elect a majority of the board. It has no economic rights and no expiration date. Four of the five seats are filled. The chair is Neil “Buddy” Shah, chief executive of the Clinton Health Access Initiative and a former managing director of the charity evaluator GiveWell. Richard Fontaine runs the Center for a New American Security and once advised Senator John McCain on foreign policy. Former Federal Reserve chairman Ben Bernanke joined the trust in June, and Harvard physicist Christopher Stubbs, who shared in the discovery that the universe’s expansion is accelerating, joined this month.
Other classes serve narrower purposes. Class N carries the same economic rights as Class A but no votes, except where the law requires them. The filing describes its holders as “primarily strategic business partners,” including Amazon and Google, and says those shares convert into Class A if sold to an unaffiliated buyer. Anthropic also placed 846.8 million Class N shares, about 5% of the company, into its own Public Benefit Fund. Class E goes to employees other than the co-founders. It has no economic rights and votes only on a dispute between the board’s nominating committee and the trust over one trust-appointed director, and on changes to the trust itself.
Taken together, the trust chooses most of the board, and the co-founders control every other shareholder vote. Anthropic argues that its co-founders are “distinctly equipped to be stewards of our mission” and that leadership should not face “pressure to prioritize short-term results or purely pecuniary objectives.” Founders seeking super-voting stock have made similar arguments for decades, though Anthropic frames its case around AI safety.
The structure also reflects a broader trend. Dual-class stock, which lets a company sell shares to the public while a small group keeps most of the votes, has become more common. According to data compiled by University of Florida finance professor Jay Ritter, 15 of the 31 technology companies that went public in the United States in 2025 had more than one class of stock. Across all IPOs that year, 41% had multiple classes, compared with about 10% across the previous four-and-a-half decades. Ritter also found that dual-class tech IPOs since 1980 beat comparable stocks by about 19 percentage points over their first three years, while single-class tech IPOs trailed by 2.4 points. Big investors have long opposed the arrangement, even as they seek shares in the companies that use it.
Anthropic’s design borrows from several precedents. Elon Musk used super-voting stock to keep control of SpaceX when it went public in June. The New York Times has been held in a family trust with a written mission for decades. The core move of giving away most of one’s wealth while keeping the vote resembles an approach Mark Zuckerberg used at Facebook before dropping it in 2017 amid a shareholder lawsuit. As of April 2026, Zuckerberg held 99.8% of Meta’s Class B stock, which carries ten votes per share, giving him 60.8% of total voting power, according to Meta’s 2026 proxy statement.
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