Anthropic's S-1: One Class F Share Gives the Seven Co-Founders 50.1% of the Vote, While the Long-Term Benefit Trust Elects a Board Majority

Anthropic's S-1 sets out where control will sit after the IPO: with a trust whose stock has no economic rights, and with an LLC of the seven co-founders whose vote does not shrink as new shares are issued. The filing says the voting power of both is not derived from or proportionate to economic interests in the company. In August we reported, citing The Information via Reuters, that Anthropic was preparing extra-vote stock for its co-founders; the filing, made public on October 26, gives the terms. Immediately before the IPO is completed, Anthropic says, it will issue a single share of Class F common stock to a limited liability company, the Founder LLC, of which its seven co-founders will initially be the sole members. That share carries an aggregate number of votes equal to 50.1% of the total voting power on matters submitted to stockholders generally, including the election of directors other than those elected by the Long-Term Benefit Trust.

How the Class F vote works#

The seven co-founders are Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. The Founder LLC generally votes as a majority of its members decides, with each "Continuing Founder" holding one vote. If a majority of the Continuing Founders cannot agree, the Class F share is generally voted in proportion to the Class A votes cast, subject to a quorum of a majority of outstanding Class A stock. For certain matters, the Class F share is voted "for" only if a greater threshold of Continuing Founders agrees, and "against" otherwise.

The filing says the Class F voting power will not be reduced by later share issuances, whether for fundraising, acquisitions or employee pay. It says the structure will let the Founder LLC determine the outcome of matters put to stockholders generally, including the election of directors not chosen by the Trust, certain amendments to Anthropic's organizational documents and approval of any merger or sale of substantially all assets. Holders of Class A stock, which carries one vote per share, generally will not be able to affect the outcome of any matter or the election of directors unless a majority of Continuing Founders cannot agree, in which case the Class F share is voted along with the Class A votes.

The co-founders also hold Class A shares, which they vote at their own discretion. The S-1's ownership table shows Dario Amodei with about 245.3 million Class A shares before the offering, which includes about 4.6 million shares he can vote under irrevocable voting proxies, and each of the other six co-founders with between about 231.8 million and 244.2 million. The WSJ reported that each of the six others holds more than 200 million. The filing leaves the co-founders' percentage of voting power after the offering blank.

What ends it#

The Class F share lasts until the Class F Transition Period ends or no Class F stock remains outstanding. That period begins when there have been fewer than three Continuing Founders for 90 consecutive days. It runs for 450 days. At its end, all Class F and Class E stock is redeemed for no consideration, and certain other governance changes take effect. If a co-founder dies or is incapacitated, a successor member may join the Founder LLC until the tenth anniversary of the IPO's completion.

The filing notes that Benjamin Mann, often described as a co-founder, is not a member of the Founder LLC and so does not take part in deciding how the Class F share is voted.

The Long-Term Benefit Trust and the board#

The Long-Term Benefit Trust is designed as an independent body of five financially disinterested trustees. Through Class T stock, which has no economic rights and no vote on matters put to stockholders generally, it elects and removes the Class T directors, who together are a majority of the authorized board seats. The filing says the LTBT and the Founder LLC together will be able to elect all board members, under a stockholders' agreement among them and Anthropic. It also says neither the LTBT nor its trustees has decision-making authority over day-to-day management or strategy; the Trust's role is to select directors and to advise.

Class T stock stays outstanding indefinitely, subject to the right of the board and the trustees, or specified majorities of other classes, to amend or end the Trust or redeem the stock. A third class, Class E, goes to employees other than the co-founders, votes only on limited matters and has no economic rights.

Anthropic is a Delaware public benefit corporation, so its directors must balance stockholders' financial interests, the interests of those materially affected by its conduct and a stated public benefit purpose.

"Controlled company" status#

The filing says Anthropic qualifies as a "controlled company" under Nasdaq rules, and it gives the reason as the Trust: as sole holder of Class T stock, it can generally elect a majority of the board. Anthropic says it does not expect to rely on the exemption except for its nominating and corporate governance committee, which will not consist entirely of independent directors. The board currently has a majority of independent directors, and the audit and compensation committees consist entirely of independent directors.

A separate public-benefit commitment#

The S-1 also describes the public benefit fund Anthropic announced on October 18. It says Anthropic contributed 846,840,960 Class N shares, 5% of its fully diluted shares as of June 30, 2026, to the Anthropic Public Benefit Fund, a wholly owned subsidiary. The board has approved a framework to issue the fund up to another 2% of then-outstanding shares each time the share price rises 50% above the previous milestone, beginning with the IPO price.

Limits#

• We read the S-1 as filed on EDGAR on October 27; the Founder LLC agreement and trust documents are described in it, and we did not read them separately.
• The structure takes effect around the IPO's completion; the filing describes it as planned ("will issue"). The registration statement has not yet become effective, so its terms could change.
• Co-founder voting percentages, and the Class F share's effect in numbers, depend on blanks in the filed version.
• The WSJ's report that each of six co-founders holds more than 200 million shares is consistent with the S-1's table.

Sources#

• SEC EDGAR: Anthropic, PBC Form S-1, Our Governance Structure and Its Goals; Description of Capital Stock; Principal and Selling Stockholders (October 26, 2026)
• Anthropic: Anthropic files S-1 with the SEC for proposed initial public offering (October 26, 2026)
• The Wall Street Journal via BusinessDesk: Anthropic unveils paperwork for blockbuster IPO (October 26, 2026)
• Times of AI: Anthropic supervoting stock for IPO (August 18, 2026)
• Times of AI: Anthropic public benefit fund, 5% of shares (October 20, 2026)