Anthropic Shareholders and S-1 Ownership Breakdown
Full research prompt
Locate Anthropic's S-1 filed October 26, 2026 on SEC EDGAR and extract the "Principal Stockholders" table. Record every named holder, with share counts, class, and percentage of each class and of total shares before the offering. Provide a table with page and section citations. If the filing cannot be found or verified, say so plainly and list what the best available secondary sources report.
From Who Owns Anthropic? Shareholders, Stakes and Control in the 2026 S-1
The filing is on EDGAR. Next I’ll open the S-1 itself and pull the principal stockholders section.
The EDGAR HTML didn’t surface the table in a text search, so I’m opening the prospectus text and secondary transcriptions that quote the ownership footnotes.
The prospectus HTML is truncated before the ownership table. I’ll pull the section from EDGAR anchors and from transcriptions that quote the footnotes.
The cover is confirmed on EDGAR. I’ll pull the table of contents and any transcribed ownership rows so the percentages can be checked against the filing itself.
The October 26, 2026 S-1 is on EDGAR and is real. The ownership grid itself could not be read cell by cell from the SEC HTML, and the percentage columns in that preliminary prospectus are blank.
The filing is verified; the table is not fully machine-readable
Anthropic, PBC filed a Form S-1 on October 26, 2026, accepted at 9:00:11 a.m. Eastern. EDGAR identifies it as accession 0001628280-26-067168, file number 333-299633, CIK 0002130357, registrant Anthropic, PBC, Delaware, SIC 7372. The primary document is anthropicpbc-sx1.htm. EDGAR’s full-text index returns that same file as the only S-1 hit for the phrase “Principal and Selling Stockholders” on that date. The cover, read directly from the SEC HTML, is a preliminary prospectus: price range, shares offered by the company, and shares offered by selling stockholders are all blank. Class A is to list on Nasdaq Global Select Market as ANT. [1] [2] [3] [4]
The section is titled Principal and Selling Stockholders, not “Principal Stockholders.” A transcription of the supplied PDF places it on physical PDF pages 226–229, with the ownership narrative and footnotes on pages 227–228 and the next section, Description of Capital Stock, starting on page 229. The SEC HTML fetch confirmed the cover and then truncated well before that section, so the numeric grid was not extracted from EDGAR itself. What follows is reconstructed from that section’s footnotes in the transcription, checked against a secondary reading of the same table. Where those two agree, the share totals are reported. Where the filing leaves a blank, the blank is left blank. [5] [5] [6]
Percentages before the offering are not in the document
The section says beneficial ownership is as of September 30, 2026, and that the pre-offering percentage is based on outstanding Class A, outstanding Class N, and one Class T share, after giving effect to the preferred-stock conversion, convertible-notes conversion, and RSU settlement. Those Class A and Class N denominators are blank in the text. The same is true of the post-offering denominators. A reading of the table states that the percentage columns are blank, so ownership percentages of each class, and of total shares, cannot be taken from this preliminary S-1. [5] [6]
The only voting figure that is a stated number, rather than a blank percentage column, is structural: the single Class F share, issued to Founder LLC immediately before the offering closes, is entitled to 50.1% of the vote on matters submitted to stockholders generally. All Class A votes together are capped at 49.9%. Class T, held by the Long-Term Benefit Trust, elects a board majority and is excluded from that general-vote denominator. Class N has no vote except as required by law. Class F and Class T have no economic rights. [3] [5]
Reconstructed holder table, before the offering
Counts below are Class A beneficial ownership as of September 30, 2026, unless another class is named. They include options exercisable within 60 days and RSUs whose service condition is satisfied within 60 days, as the footnotes define them. Totals are the sum of those footnote components. They match the table totals reported by a secondary reading of the same S-1. The “% of class” and “% of total shares” columns are not stated in the filing. Shares to be sold are blank on the cover and are not in the recovered footnotes.
| Named holder | Class | Shares beneficially owned before the offering (Sept. 30, 2026) | % of that class | % of total shares | Citation |
|---|---|---|---|---|---|
| Dario Amodei (economic; footnote 1) | Class A | 240,637,980 | blank | blank | PDF pp. 227–228, Principal and Selling Stockholders, fn. (1) |
| Shares subject to Dario Amodei’s voting proxies (footnote 2) | Class A | 4,621,120 | blank | blank | Same section; count is the residual in fn. (9)(i) and is stated in secondary readings of the table |
| Dario Amodei total, including proxies | Class A | 245,259,100 | blank | blank | Same section |
| Daniela Amodei (includes spouse options and RSUs) | Class A | 241,408,940 | blank | blank | fn. (3) |
| Krishna Rao | Class A | 9,497,900 | blank | blank | fn. (4) |
| Reed Hastings | Class A | 9,410 | blank (legend treats under 1% as *) | blank | fn. (5) |
| Christopher Liddell | Class A | 9,410 | blank | blank | fn. (6) |
| Vas Narasimhan (includes Bodhi LLC) | Class A | 176,050 | blank | blank | fn. (7) |
| Yasmin Razavi | Class A | not stated; Spark Capital shares are excluded and disclaimed | blank | blank | fn. (8) |
| All executive officers and directors as a group (7 persons) | Class A | 496,360,810 | blank | blank | fn. (9) |
| Tom Brown | Class A | 244,173,040 | blank | blank | fn. (12) |
| Jack Clark | Class A | 242,271,840 | blank | blank | fn. (13) |
| Jared Kaplan | Class A | 242,351,170 | blank | blank | fn. (14) |
| Sam McCandlish | Class A | 231,809,780 | blank | blank | fn. (15) |
| Christopher Olah | Class A | 242,882,420 | blank | blank | fn. (16) |
| Long-Term Benefit Trust | Class T | 1 | 100% of the authorized/outstanding Class T share described in the section | not an economic share; general-vote % not applicable | fn. (10) |
| Founder LLC | Class F | 1, issued immediately prior to closing, not part of the Sept. 30 Class A/N/T percentage base | 1 of 1 Class F | 50.1% of general stockholder voting power; no economic % | fn. (11); cover |
Footnote components, which are what the transcription actually prints:
- Dario, excluding proxies: 237,813,080 record or trust shares + 2,185,400 options + 639,500 RSUs = 240,637,980. [5]
- Daniela: 238,319,540 record or trust + 2,185,400 options + 130,550 spouse options + 639,500 RSUs + 133,950 spouse RSUs = 241,408,940. [5]
- Rao: 153,960 record + 7,843,940 options + 1,500,000 options in a trust he controls = 9,497,900. [5]
- Hastings and Liddell: 9,410 RSUs each. Narasimhan: 169,770 at Bodhi LLC + 6,280 RSUs = 176,050. [5]
- Group line: 481,077,470 already-beneficial Class A + 13,845,290 options + 1,438,050 RSUs = 496,360,810. The 481,077,470 figure equals the identified directors’ and officers’ record shares plus 4,621,120. That residual is the proxy block. A secondary reading of the table states the same 4,621,120 and the same 245,259,100 Dario total. [5] [6]
- Brown 241,348,140 + 2,185,400 + 639,500 = 244,173,040. Clark 239,446,940 + the same option and RSU pair = 242,271,840. Kaplan 239,526,270 + the same pair = 242,351,170. McCandlish 228,984,880 + the same pair = 231,809,780. Olah 240,057,520 + the same pair = 242,882,420. [5]
The seven-person group is the three named executive officers plus four non-employee directors (Hastings, Liddell, Narasimhan, Razavi). Brown, Clark, Kaplan, McCandlish, and Olah are in the selling-stockholder footnotes, not in that group total. Their Class F vote is not included in any co-founder’s personal voting-power percentage. Each continuing founder has one vote inside Founder LLC on how the Class F share is cast, and each can vote personal Class A shares independently. [5] [7]
Who is named, and who is not given a countable row
Amazon and Google are not given share counts in the recovered principal-stockholder footnotes. Elsewhere the prospectus is reported as saying that, after preferred stock and certain notes convert, each will hold greater than 5% of outstanding capital stock, in non-voting Class N, and that the exact counts are blank in this filing. That is a capital-stock statement, not a filled row in the ownership table, and it is not a percentage of a voting class. Class N converts to Class A only on a sale or transfer to an unaffiliated party. [6] [8]
Do not treat outside estimates as table entries. They disagree. PitchBook’s reading of the prospectus puts Google at about 7% and, on PitchBook’s own calculation, Amazon at roughly one-fifth if notes convert in full, subject to a 12% cap. Other commentary still cites an older roughly 14% Google figure and a 14.99% Google cap. Those are not cells in the September 30 table. [9] [8]
Spark Capital is named only in Yasmin Razavi’s disclaimer. The footnote lists Spark Capital Growth Funds IV, V, and VI and related entities, address 200 Clarendon Street, Floor 59, Boston, and says she disclaims beneficial ownership of their shares. No Spark share count was recovered from the footnotes. PitchBook identifies Spark as the only pure-play venture firm named in the filing and says it invested about $777 million; that is not a table percentage. [5] [9]
The seven co-founders are identified as selling stockholders. How many shares each will sell is blank, as is the size of the primary offering. The Wall Street Journal’s reading is consistent with the table at a rounded level: each of the seven holds more than 200 million shares. [10] [9]
What this means if you are trying to underwrite control versus economics
Economic ownership and control are different instruments. The Class A counts above are the economic stakes the filing actually numbers. Control of ordinary stockholder votes is one Class F share at a fixed 50.1%, undiluted by new Class A issuance. Control of a board majority is one Class T share at the Long-Term Benefit Trust. Amazon and Google can be greater-than-5% economic holders and still have no vote unless they sell Class N to an unaffiliated buyer. Public Class A buyers are buying a claim on economics inside a 49.9% aggregate vote cap, with the percentage of the company each founder owns still unstated because the company left the share denominator blank. [3] [6]
A final amendment that fills the price range should also fill the outstanding-share counts and the percentage columns. Until that amendment, any percentage of Anthropic attributed to a named holder other than the Class F 50.1% vote and the single Class T share is an estimate, not a figure from this S-1 table.
Recent Findings Supplement (October 2026)
The Anthropic, PBC Form S-1 (registration statement for its IPO) was filed with the SEC on October 26, 2026 (accession no. 0001628280-26-067168; CIK 0002130357) and is publicly available on EDGAR.[1][2]
The main document (anthropicpbc-sx1.htm) is a large HTML filing (~14 MB) containing the prospectus. The “Principal and Selling Stockholders” section appears in the prospectus (corresponding to physical PDF pages 226–229 in the filing).[3][3]
The section discloses beneficial ownership of capital stock as of September 30, 2026 (pre-offering, after giving effect to conversions, RSU settlements, and a 10-for-1 forward split of Class A and Class N shares effected September 17, 2026). It covers named executive officers (NEOs), directors, the group of all directors and executive officers, >5% beneficial owners of any voting class, and selling stockholders. Percentages are calculated based on outstanding shares of the relevant classes (Class A, Class N, Class T) before the offering, with footnotes for options/RSUs exercisable or settling within 60 days, voting proxies, trusts, and the Founder LLC’s Class F share (which carries 50.1% of total voting power on most matters).[3]
Exact full table extraction from the primary SEC HTML document was not feasible via available tools due to its size and structure; secondary sources that reviewed the filing provide consistent details on the named co-founders and key holders (primarily Class A common stock beneficial ownership, including options/RSUs within 60 days and certain proxies). These align with the governance structure described (seven co-founders via Founder LLC holding the single Class F share for 50.1% voting control; Long-Term Benefit Trust holding the Class T share for majority board election rights).[4][5]
Best available secondary sources report the following pre-offering beneficial ownership (Class A common stock as of Sept. 30, 2026; figures include exercisable options/RSUs within 60 days and noted proxies; exact table footnotes and percentages of classes/total shares are in the primary filing):[4]
- Dario Amodei (CEO, director): ~245,259,100 Class A shares (including ~237.8M held directly/trusts + options/RSUs + voting proxies over certain DAF shares). Member of Founder LLC.
- Tom Brown (co-founder): ~244,173,040 Class A shares. Member of Founder LLC.
- Christopher Olah (co-founder): ~242,882,420 Class A shares. Member of Founder LLC.
- Jared Kaplan (co-founder): ~242,351,170 Class A shares. Member of Founder LLC.
- Jack Clark (co-founder): ~242,271,840 Class A shares. Member of Founder LLC.
- Daniela Amodei (President, Chairperson): ~241,408,940 Class A shares (including spouse holdings/options/RSUs). Member of Founder LLC.
- Sam McCandlish (co-founder): ~231,809,780 Class A shares. Member of Founder LLC.
- Krishna Rao (CFO): ~9,497,900 Class A shares (options/RSUs).
- All current directors and executive officers as a group (7 persons): ~496,360,810 Class A shares (plus the Founder LLC’s Class F share).
- Long-Term Benefit Trust (LTBT): Holds the single Class T share (director election rights; limited other voting).
- Founder LLC (seven co-founders): Holds the single Class F share (50.1% aggregate voting power on most stockholder matters; no economic rights; subject to sunset if fewer than three continuing founders remain for 90 days).
Additional >5% holders or selling stockholders (if any beyond the above) and precise percentages of each class and total voting power (pre-offering) are detailed in the primary filing’s table with footnotes. Class N shares (non-voting, held by strategic partners) and other classes are also addressed.[4][5]
Note that the filing blanks the exact number of shares offered and price range (typical for a preliminary S-1); post-offering adjustments assume no underwriter option exercise. The seven co-founders (Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah) are explicitly named; Benjamin Mann is noted as not part of the Founder LLC.[5]
For the verbatim table, page/section citations, and full footnotes (including exact share breakdowns, option/RSU details, and voting adjustments), consult the official EDGAR filing directly (S-1 document, Principal and Selling Stockholders section). Secondary summaries above are consistent across recent reports but derive from the primary source. No discrepancies were noted in coverage from October 26–27, 2026.