Anthropic Stock Classes and Voting Rights Explained

Anthropic’s public S-1 (filed October 26, 2026, amended November 2, 2026) is the controlling map. It does not sell control with the economics. After the IPO, five common classes split money from power, and every outstanding preferred series is designed to disappear into Class A or Class N at the offering. Public buyers of Class A get one vote and a pro rata claim on dividends and liquidation—and, while Class F exists and the founders agree how to cast it, they do not get the outcome of ordinary stockholder votes or of most director elections.

The filing is public: Form S-1, SEC file 333-299633, CIK 0002130357, October 26, 2026, with an S-1/A on November 2, 2026. Price range and offering share count were still blank in the October filing. Class A is proposed for Nasdaq Global Select Market under “ANT.” The company is a Delaware public benefit corporation. It will be a Nasdaq “controlled company” because the Long-Term Benefit Trust, as sole holder of Class T, generally elects a board majority—not because the founders’ Class F share exists. Anthropic says it expects to use that exemption only for the nominating and corporate governance committee; audit and compensation committees are described as fully independent.

Post-offering common stock: five classes, two of which carry the economics

Immediately before the offering closes, the charter that becomes effective authorizes 460,000,000,002 shares at $0.00001 par: 300 billion Class A, 100 billion Class N, one Class T, one Class F, 30 billion Class E, and 30 billion undesignated preferred. Only Class A and Class N participate in dividends and in liquidation proceeds (pro rata with each other, after debt and any future preferred preferences). Class T, Class F, and Class E get par value in a liquidation and no dividends.

Class A — listed common. Held by public buyers, co-founders, employees (via RSUs and options), and other existing holders whose stock converts into voting common. One vote per share on matters submitted to stockholders generally, including election of the directors who are not Class T directors. Not convertible. Generally transferable, subject to lock-ups. Because Class F is entitled to a fixed 50.1% of total voting power on those general matters, all Class A together is capped at 49.9% of that voting power, and new Class A issuance does not dilute Class F. If a majority of Continuing Founders cannot agree how the Founder LLC should vote Class F, Class F is voted proportionately with the Class A votes actually cast—so a founder deadlock is the main path by which Class A can decide a general matter.

Class N — economic twin, non-voting. Same dividend and liquidation rights as Class A. No vote except where Delaware law requires a series vote (for example, a charter amendment that hits Class N differently from Class A). Holders are “primarily strategic business partners,” plus the Anthropic Public Benefit Fund (846,840,960 Class N shares contributed, equal to 5% of fully diluted shares as of June 30, 2026, with board authority to add up to another 2% each time the stock rises 50% above the prior milestone, starting from the IPO price) and donation-matching stock. Automatic 1-for-1 conversion into Class A on (i) a registered offering or open-market sale, or (ii) a transfer to a third party that is not a Class N holder or its affiliate and that will not beneficially own more than 9.99% of any class or series after the transfer. Not redeemable. Amazon and Google are expected, after preferred and note conversion, each to hold more than 5% of outstanding capital stock in Class N; exact counts were blank in the October filing.

Class T — one share, held by the Long-Term Benefit Trust. No economic rights. No vote on general stockholder matters. It elects and removes the Class T directors, who are a majority of the authorized board (four of seven). It also votes on redemption of Class E and on certain amendments to Class F rights. Transferable only with approval of the persons who make up the Trust Amendment Threshold. Not convertible. Redeemable for no consideration under the thresholds in the sunset section below. No calendar expiration.

Class F — one share, issued immediately before the offering to Founder LLC. No economic rights. On matters submitted to stockholders generally—including election of the non-Class T directors—it casts a number of votes equal to 50.1% of total voting power of outstanding capital stock on the record date. That percentage is fixed; it does not shrink as Class A or Class N is issued. Not convertible. Transferable only in a board-approved reorganization or redomiciliation of Founder LLC that does not change its members. Voted as the Founder LLC Agreement provides: generally a majority of Continuing Founders, each with one vote inside the LLC, separate from how each founder votes any personal Class A. Initial members expected to be the seven co-founders: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. Benjamin Mann is not a member and has no say in the Class F vote. As of September 30, 2026 (figures adjusted for the September 17, 2026 10-for-1 split of Class A and Class N), beneficial Class A counts were roughly 231.8 million to 245.3 million per co-founder; percentage columns were blank. Those Class A shares are voted separately from Class F. Each co-founder’s pledge to give away 80% of personal equity is described as voluntary and revocable, not a binding obligation. A Continuing Founder who retains less than 2% of IPO-date Class A can be removed from the LLC.

Class E — employee ballot stock, excluding co-founders. No dividends; par value only in liquidation. Not convertible and not transferable. No vote on general matters. One vote per share only on: (1) nomination, change, or removal of the Specified Class T Director when the nominating and governance committee does not concur with the LTBT, and (2) certain changes to the LTBT or Class T rights, and redemption of Class T. Issuance mechanics reported from the filing: one share per six months of service, plus shares tied to employee pledges under the donation-matching program; the company said it would decide timing after the offering. None were outstanding on the September 30, 2026 pro forma capitalization (which assumed Class F issuance and other conversions, with share counts otherwise blank). After a departure other than for cause, half of that employee’s Class E is redeemed annually for nothing; all of it is redeemed on death, incapacity, termination for cause, or joining a direct competitor. All Class E is redeemed for nothing when Class F is gone, or earlier with 80% of the board plus Class F plus Class T.

Board election is a different denominator from the 50.1% vote

Seven authorized directors. The LTBT’s Class T share generally elects four Class T directors. Reporting on the October filing names Reed Hastings, Vas Narasimhan, and Christopher Liddell (the Specified Class T Director), with one seat vacant. Liddell cannot be replaced without cause unless the nominating committee concurs or, if it does not within the stated window, Class E approves. The other three directors—Dario Amodei, Daniela Amodei, and Yasmin Razavi—are elected by Class A and Class F voting together. Because Class F holds 50.1% of general voting power, Founder LLC determines those three seats if the Continuing Founders agree. The LTBT cannot remove the Amodeis. Together, LTBT and Founder LLC can elect every director. The S-1 states that Class A holders generally will not be able to affect the outcome of any matter submitted to stockholders or the election of directors, regardless of how they vote, while both control classes exist.

Trustees are not the Class T directors. The LTBT is a Delaware noncharitable purpose trust with five authorized trustee seats; trustees may not hold Anthropic securities. Serving trustees named in coverage of the filing include chair Neil “Buddy” Shah, Richard Fontaine, Ben Bernanke, and Christopher Stubbs, with one vacancy. The company funds the trust.

How the control shares end

Neither Class T nor Class F has a fixed calendar sunset.

Class F sunset. Redeemable for nothing (i) at Founder LLC’s option on supermajority approval of Continuing Founders, (ii) on dissolution of Founder LLC, or (iii) at the end of a Class F Transition Period. That period starts when fewer than three Continuing Founders (excluding certain “Non-Qualifying” successor members) have remained for 90 consecutive days, and runs 450 days. It is not extendable or waivable. After Class F is gone, if Class T remains, LTBT still elects the Class T majority; Class A elects the rest and decides general matters. Class E disappears with Class F. The filing contemplates that the board then moves to three staggered classes with three-year terms, and that the company opts into DGCL §203.

Class T redemption / “Trust Amendment Threshold.” For no consideration:
- If trustees vote in favor: 80% of authorized directors and 80% of trustees then in office (0.5 rounds up).
- If Class F is still out and trustees oppose: until the third anniversary of the offering, unanimous Continuing Founders (via Class F) plus a majority of Class E votes cast (40% quorum) plus a majority of Class A votes cast (majority quorum). At any time, 66⅔% of Continuing Founders plus 75% of Class E votes cast (majority quorum) plus a majority of Class A votes cast (majority quorum).
- If Class F is gone and trustees oppose: 85% of outstanding Class A.

These are separate class consents, not a combined vote in which Class F’s 50.1% swamps Class A. That is why Class A can block a hostile unwind of the trust even though it cannot win an ordinary majority vote.

Preferred stock: many series now, none after the IPO

The October S-1 states that after the offering, no preferred will be outstanding. Voting preferred converts into Class A; non-voting preferred converts into Class N. Conversion is optional at any time and automatic on a qualified firm-commitment IPO. As of June 30, 2026 the conversion ratio was 10:1 for every series except Series D-1, D-2, and D-3 (about 10.6:1, 10.4:1, and 10.6:1). A 10-for-1 forward split of Class A and Class N took effect September 17, 2026 and is reflected retroactively in common-share figures; preferred was not split, which is why Series H still prints at $589.0095 pre-split, or about $58.90 per post-split Class A share. No dividends had been declared through June 30, 2026. The pre-IPO certificate provided a 6% non-cumulative preference on original issue price ahead of common. In a liquidation or deemed liquidation, preferred is entitled to original issue price ahead of common, with deemed conversion if converting would pay more—standard non-participating preferred, not a participating double dip.

Voting redeemable convertible preferred — vote with Class A, convert to Class A. Series A, C-1, D-1, D-2, E-1, F-1, G-1, H-1. Each share votes as the number of Class A shares it could convert into, and these series vote together with Class A as a single class. They have no separate right to elect the board beyond that as-converted vote.

Non-voting redeemable convertible preferred — convert to Class N. Series B, C-2, D-3, E-2, E-3, E-4, E-5, F-2, F-3, F-4, G-2, G-3, G-4, H-2, H-3, H-4. No vote and no right to vote in board elections, except as required by law or specifically set in the certificate.

Selected issuance facts from the notes (share counts in full shares where secondary write-ups quote the S-1 directly; the financial-statement table is in thousands and matches): Series H, May–June 2026, $589.0095 per share, about $65.2 billion gross—77,637,878 Series H-1 to 305 investors and 33,110,291 non-voting Series H-2 to 11 investors. Amazon put in $5.0 billion and Google $10.0 billion of that round. Earlier voting-round prices in the notes: Series E-1 about $56.09 (January–March 2025), Series F-1 about $140.97 (August–September 2025), Series G-1 about $259.14 (January–February 2026).

Notes that become Class N, not a new class. Amazon 2023 and 2024 note purchase agreements convert at the IPO into Class N at the lower of a fixed price ($2.0928 and $5.0478 post-split, respectively) and the IPO price, subject to a waivable ownership cap; amounts above the cap roll into non-interest-bearing notes and convert quarterly at the lowest of the fixed price, the IPO price, and a 10-day trailing VWAP. Secondary write-ups of the filing put remaining principal near $2.2 billion (2023 rollover) and $4.0 billion (2024 notes), implying up to about 1.84 billion Class N shares if fully converted at those fixed prices. Google’s older notes had already converted into non-voting preferred (Series E-3, E-4, E-5, G-4) at discounts to the round price. Undrawn facilities (Google 2026 NPA up to $30 billion, reduced to $20 billion after the Series H check; Amazon 2026 NPA up to $20 billion, reduced to $15 billion) can settle in non-voting stock or notes. Those are contractual conversion rights, not separate stock series.

Blank preferred after the IPO is a real protective provision—for the founders, not for public holders. The post-offering board (80% of authorized directors) can create series and set their rights without a stockholder vote, but until the Class F sunset it cannot designate or issue any preferred without Founder LLC’s affirmative vote or consent. If voting preferred were later issued, Class A’s share of general voting power would shrink and Class F would stay at 50.1%.

Investor protective provisions that attach to today’s preferred (special class votes on mergers, new senior stock, charter amendments, and similar) die with automatic conversion. They are not carried forward as rights of Class A or Class N. What replaces them is the post-IPO charter: Founder LLC consent to new preferred before the Class F sunset, DGCL class votes if a class’s rights are changed adversely and unequally, and the multi-party thresholds to redeem Class T or Class F.

What Class A / public common can and cannot vote on

While both Class F and Class T are outstanding—the structure the S-1 says will last “for the foreseeable future”:

Matter	Class A can	Class A cannot
Ordinary stockholder votes (charter amendments submitted generally, most M&A requiring a stockholder vote, say-on-pay style items, auditor-type votes)	Cast 1 vote per share, in aggregate no more than 49.9%	Determine the outcome if Continuing Founders agree on the Class F vote. The filing says holders generally cannot affect the result regardless of how they vote
Founder deadlock on Class F	Decide the matter, because Class F then follows the Class A votes cast	—
Election of 4 Class T directors (board majority)	Nothing	Elect or remove them. That power sits in one Class T share
Election of the other 3 directors	Vote with Class F as a single class	Win the election against a united Founder LLC
Sale of the company	Vote, but lose a simple-majority stockholder vote to Class F; a sale also needs board approval, and LTBT elects most of the board	Force or block a sale by stockholder vote alone
Dividends	Receive pro rata with Class N if the board declares them	Compel a dividend
Conversion of Class N (Amazon, Google, Public Benefit Fund)	Nothing until a qualifying transfer	Keep partner stock non-voting; a qualifying sale turns it into Class A and adds to the voting float, still under the 49.9% cap
Redeem or neuter Class T over trustee objection	Block it by withholding the required majority of Class A votes cast (with quorum). That consent is a separate class approval, not swallowed by the 50.1%	Do it alone. Needs founder and Class E thresholds as well, and for three years the founders must be unanimous
Redeem Class T with trustee consent	Nothing required of Class A	Stop an 80% board / 80% trustee redemption
New preferred with voting rights	Nothing, until Class F sunsets	Stop issuance. Board plus Founder LLC can create it, and Class F’s 50.1% would not dilute
Controlled-company exemptions	No stockholder vote restores majority-independent board or independent nominating committee while LTBT elects a majority	Rely on Nasdaq’s ordinary governance package. Company says it will use the exemption only for nominating/governance
PBC balancing duty (stockholders vs. affected persons vs. “responsible development and maintenance of advanced AI for the long-term benefit of humanity”)	Sue under DGCL §367 only if the holder has at least 2% of outstanding shares or $2 million of stock, whichever is less. Director balancing is upheld if informed, disinterested, and not irrational	Force the board to prefer pecuniary interests. The S-1 says a conflict is not guaranteed to be resolved in stockholders’ favor
After Class F sunset, Class T still out	Elect the non-Class T directors and decide general matters	Elect the board majority; remove the trust without 85% of outstanding Class A if trustees object
After both control shares are gone	Elect the full board and decide general matters, subject to a staggered board and DGCL §203 if adopted as described	—

The practical reading of the S-1 is that a Class A share is an economic claim plus a contingent governance claim. The contingency is a founder split, a Class F sunset, or a special consent on unwinding the trust. It is not a claim on who runs Anthropic the day after the IPO.

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Recent Findings Supplement (November 2026)

Anthropic, PBC publicly filed its Form S-1 on October 26, 2026 (amended November 2, 2026), disclosing a novel five-class common stock structure and “controlled company” status ahead of its planned Nasdaq IPO under ticker “ANT.”[1][2]

This filing provides the first comprehensive public details on capitalization, voting, board rights, conversion, and protective provisions—superseding prior private disclosures or reporting. No IPO has occurred as of November 4, 2026; the document leaves share counts and price range blank while outlining the governance framework designed to separate economic ownership from control in service of its public-benefit mission.[3]

Anthropic maintains five classes of common stock post-IPO (authorized but with specific issuances and conversions from preferred stock and other instruments). Preferred stock (various Series A–H) automatically converts into Class A or Class N common stock immediately prior to the offering. Class T and Class F each consist of a single share issued pre-closing.[4]

• Class A common stock: One vote per share on all matters submitted to stockholders generally (including election of non-Class T directors). Full economic rights (pro rata dividends and liquidation proceeds). Held by public investors (the shares offered in the IPO), existing holders, and co-founders/employees. Not convertible. Class A holders collectively hold up to 49.9% of total voting power.[5]
• Class N common stock: No voting rights except as required by law. Full economic rights identical to Class A. Primarily held by strategic partners (e.g., Amazon, Google via convertible notes/preferred); generally converts to Class A upon sale/transfer to an unaffiliated third party. Used for certain public-benefit issuances (e.g., 5% of fully diluted shares contributed to the Anthropic Public Benefit Fund as of mid-2026, with potential additional 2% issuances tied to share-price milestones).[6]
• Class T common stock: One share held by the Long-Term Benefit Trust (LTBT; five financially disinterested trustees with AI safety/national security/public policy expertise). No general voting rights on stockholder matters. Authority to elect/remove Class T directors (a board majority). No economic rights (par value only on liquidation). Enables “controlled company” status under Nasdaq rules.[7]
• Class F common stock: One share held by Founder LLC (initial members: seven co-founders Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah). Entitled to votes equal to 50.1% of total voting power on matters submitted to stockholders generally (including election of non-Class T directors). Fixed percentage (not diluted by new Class A issuances). No economic rights. Class F and Class A (together) elect the remaining three directors.[8]
• Class E common stock: Issued to employees (excluding co-founders). One vote per share but only on limited matters (e.g., certain amendments affecting LTBT/Class T/Class F, redemption events, nomination/removal of a specified Class T director). No general economic rights beyond par value on liquidation; subject to redemption/forfeiture upon cessation of service or specific triggers (e.g., board/Trust/Founder LLC approvals or founder attrition thresholds).[9]

Board composition and election rights flow from the dual-control structure (LTBT via Class T for majority; Founder LLC via Class F for the balance). The LTBT elects/removes Class T directors (majority of the board); Class F/Class A elect the rest (including specific named directors like the Amodeis and Yasmin Razavi in some descriptions). This setup, combined with PBC status (balancing stockholder interests with the public-benefit purpose of responsible advanced AI development), limits public influence.[5]

Conversion terms are primarily automatic pre-IPO for preferred stock (to Class A or N depending on series); Class N converts to Class A on unaffiliated transfer. No routine conversion rights for the special classes. Protective provisions exist for Class E (e.g., adverse amendments require specific approvals including Requisite Class E Vote) and generally for governance changes involving the Trust or Founder LLC (notice/approval thresholds). Class F has notice rights on certain Trust amendments.[9]

Anthropic qualifies as a Nasdaq “controlled company” due to the LTBT’s board-majority election power, allowing exemptions from certain independence requirements (it plans to rely only on the nominating/governance committee exemption and maintains a majority-independent board with independent audit/compensation committees).[7]

For public Class A (“public common”) holders post-IPO: They receive one vote per share on general matters and non-Class T director elections but hold only 49.9% aggregate voting power. They generally cannot determine outcomes of stockholder votes or director elections. They have no say in electing the Class T directors (board majority) or overriding the fixed Class F control. Influence is further limited on structural/governance matters tied to the PBC mission, LTBT, or Founder LLC. They hold standard economic rights but face warnings in the filing that the structure may limit ability to affect important decisions, including change-of-control scenarios.[5]

Summary table of Class A/public common holder rights (post-IPO, based on S-1 disclosures):

• Can vote on: General stockholder matters (one vote/share); election of non-Class T directors (as part of the 49.9% bloc).
• Cannot meaningfully control/affect: Election or removal of Class T directors (board majority); overall outcomes of most votes due to 49.9% cap and Class F’s 50.1%; changes to core governance structure without alignment from Class F/T holders; redemption or key amendments affecting special classes.

No other material updates to capitalization or governance appear in sources from after May 4, 2026, beyond the S-1 and its amendment. Earlier private valuations (e.g., $965 billion post-money in May 2026 Series H) and compute commitments are referenced but do not alter the stock-class mapping.[10]

This structure prioritizes mission continuity over traditional shareholder democracy, with implications for any public-market entry or competitive governance benchmarking in AI.