Anthropic Ownership: Founder Shares and Board Control

Anthropic’s October 26, 2026 S-1 separates who owns the economics from who controls the company. Seven co-founders hold nearly identical Class A stakes of roughly 232–244 million shares each, but the shareholder vote sits in a single non-economic Class F share, and the board majority sits with a trust that owns no equity.

Economics and control are different instruments

Public buyers will get Class A (ticker ANT on Nasdaq Global Select Market): one vote per share and pro rata economics. That vote is structurally capped. Immediately before the offering, Anthropic will issue one share of Class F to Anthropic Founders, LLC. That share is entitled to 50.1% of the voting power on matters submitted to stockholders generally, including election of the directors the trust does not pick, and it has no economic rights. All Class A holders together are limited to 49.9%.

The Long-Term Benefit Trust (LTBT) holds the sole share of Class T. Class T generally elects and removes the Class T directors, who will be a majority of the authorized board, and otherwise does not vote on ordinary stockholder matters and has no economic rights. Strategic partners, including Amazon and Google, hold non-voting Class N, which converts to Class A only on a transfer to an unaffiliated third party. Employees other than the co-founders receive Class E, which votes only on a narrow set of governance tie-breaks and has no economic rights.

Because the LTBT can elect a board majority, Anthropic says it will be a Nasdaq “controlled company,” and it expects to use that exemption only for the nominating and corporate governance committee.

Founder and executive holdings as of September 30, 2026

Beneficial ownership is as of September 30, 2026, after the September 17, 2026 10-for-1 split of Class A and Class N, and includes options exercisable and RSUs expected to settle within 60 days. Percentage columns in the S-1 are blank, so the company does not state ownership percentages. Share counts below are from the principal stockholders footnotes and table as extracted from the filing.

Holder	Class A beneficially owned	What is inside the number
Dario Amodei, CEO and director	245,259,100	237,813,080 shares held or controlled via trusts; 2,185,400 options; 639,500 RSUs; plus 4,621,120 shares he votes under irrevocable proxies for donor-advised funds but does not own
Tom Brown	244,173,040	Includes the same 2,185,400 options and 639,500 RSUs pattern used for the co-founders
Christopher Olah	242,882,420	Same near-even co-founder package
Jared Kaplan	242,351,170	Same
Jack Clark	242,271,840	Same
Daniela Amodei, President and Chair	241,408,940	238,319,540 shares held or controlled; her own 2,185,400 options and 639,500 RSUs; plus spouse options of 130,550 and spouse RSUs of 133,950
Sam McCandlish	231,809,780	Smallest of the seven co-founder stakes
Krishna Rao, CFO	9,497,900	Only 153,960 shares held of record; 7,843,940 options in his name; 1,500,000 options held by a trust he controls
All current directors and executive officers as a group (7 persons)	496,360,810	481,077,470 shares plus 13,845,290 options and 1,438,050 RSUs within 60 days

The seven co-founders in the Founder LLC are Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. Benjamin Mann, often described as a co-founder, is not a member and has no say over the Class F share. Each continuing founder gets one vote inside the LLC on how Class F is cast. Their personal Class A shares are voted separately, at their own discretion. Each has pledged to give 80% of personal Anthropic equity to philanthropy; the S-1 says those pledges are voluntary and revocable, and that donations shrink economic exposure while Class F voting power stays put so long as the minimum retained-ownership condition for LLC membership is met.

Only three people are listed as executive officers: Dario Amodei, Daniela Amodei, and Krishna Rao. The other co-founders have senior titles (including chief compute officer and chief science officer) but are outside the named-executive compensation table. For 2025, Dario’s total compensation was $17,958,298 and Daniela’s was $16,408,998, each on a $654,167 salary, with most of the rest in stock and option awards. Rao’s 2025 total was $720,250, almost all salary; his wealth is in the option package above, not in 2025 equity grants.

Amounts each founder will sell in the IPO are blank.

Directors, the officer-and-director total, and employees

The current board has six directors. After the offering, seven seats are authorized:

• Class T (LTBT), four seats: Reed Hastings, Vas Narasimhan, Christopher Liddell (the “Specified Class T Director”), and one vacancy.
• Class A and Class F voting together, three seats: Dario Amodei, Daniela Amodei, and Yasmin Razavi (Spark Capital).

Today, the LTBT’s designees are Daniela Amodei, Hastings, and Narasimhan. Dario was elected by common stockholders, Liddell as a common-stock designee, and Razavi by senior preferred holders. Those election mechanics are replaced at the IPO; the six sitting directors continue until the next annual meeting.

The 496,360,810-share officer-and-director group is not the seven co-founders. It is the people who are directors or executive officers. That group is dominated by the two Amodeis plus Rao’s options. Non-employee directors show up mainly as small RSU positions (footnotes list 9,410 RSUs for at least two of them). Hastings, Liddell, Narasimhan, and Razavi are treated as independent under Nasdaq standards.

Employees other than the co-founders do not get a disclosed aggregate economic stake in the principal-stockholders table. What they do get, at the offering, is Class E: one vote per share, but only on specified matters (the Specified Class T Director if the nominating committee does not concur with the LTBT, certain LTBT amendments, and redemption of Class T), and no economic rights beyond par on liquidation. Ordinary employee wealth is in Class A options and RSUs, not in Class E. The company also contributed 846,840,960 Class N shares — 5% of fully diluted shares as of June 30, 2026, assuming full conversion of the Amazon notes — to its wholly owned Anthropic Public Benefit Fund. That is a company issuance, not employee or founder ownership.

How the Long-Term Benefit Trust works

The LTBT was created in 2023. It is a Delaware common-law noncharitable purpose trust, governed by an amended and restated trust agreement filed as an exhibit. It is meant to be an independent body of five financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. Anthropic consolidates it as a variable-interest entity because the company funds it, directs the activities that most affect its economics, and would receive its assets other than the Class T share if the trust ends. LTBT assets and liabilities on the balance sheet were not material.

What Class T can do. As sole holder, the LTBT generally elects and removes the Class T directors, a majority of the authorized board. It also votes on redemption of Class E and on certain amendments to Class F rights. It does not vote on election of the other directors, and it does not vote on matters submitted to stockholders generally except as required by law. The S-1 is explicit that neither the trust nor the trustees run the company day to day or set strategy. Their job is to pick directors who can balance three duties: stockholders’ pecuniary interests, people materially affected by the company’s conduct, and the company purpose — “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.” A merger or sale of substantially all assets still needs board approval under Delaware law, and a majority of that board is LTBT-elected.

The check on one seat. Before nominating or removing a director, the nominating party must give the nominating and corporate governance committee (NGC) at least 30 days’ notice, waivable by the NGC. After the IPO the NGC is one Class T director and two non-Class T directors, acting by majority. For one seat only — the Specified Class T Director, initially Liddell — nomination, removal without cause, or redesignation needs NGC concurrence. If the NGC does not concur within 15 days, the question goes to a vote of Class E unless the LTBT withdraws. Approval then requires a majority of Class E votes cast, with a quorum of a majority of outstanding Class E. Any Class T director, including that specified seat, can be removed for cause without NGC or Class E approval. The LTBT and the Founder LLC have agreed to give each other and the NGC 30 days’ notice before a for-cause removal.

How trustees are appointed. There are five authorized trustee seats; one is vacant. Sitting trustees appoint successors by majority vote of trustees then in office. Removal is by majority of all authorized trustees, or by unanimous approval of the other trustees then in office plus NGC approval. Appointment or removal requires at least 30 days’ prior written notice to the NGC, waivable by the NGC. The Delaware Court of Chancery can also remove a trustee for disqualifying conduct. Terms are annual, with no term limit. The S-1 says that in practice the trustees and company executives have collaborated closely on sourcing, interviewing, and selecting trustees.

Current trustees, per the S-1:

• Dr. Neil “Buddy” Shah, Chair since June 2023 (global health, impact measurement, social enterprise; CEO of the Clinton Health Access Initiative).
• Richard Fontaine since April 2025 (foreign policy and national security).
• Dr. Ben S. Bernanke since June 2026 (macroeconomics, financial systems, institutional governance).
• Dr. Christopher Stubbs since October 2026 (experimental physics and AI applied to science and education).
• Fifth seat vacant.

Registration materials state that each trustee receives $400,000 a year in cash, and the chair an additional $25,000. Pay is cash only, may not be conditioned on company profits, and trustees may not directly buy or hold Anthropic securities.

Class T does not sunset on a clock. It can be amended or redeemed for nothing only if a “Trust Amendment Threshold” is met: if trustees favor the change, 80% of the authorized board and 80% of trustees in office; if they oppose it and Class F is still out, a combination of Class F (unanimous continuing founders in the first three years after the IPO, or 66⅔% thereafter), a Class E supermajority or majority depending on timing, and a majority of Class A votes cast; if Class F is gone and trustees oppose, 85% of outstanding Class A.

What the S-1 says about stake versus rights

The filing’s own summary is the point of the structure. Class T “does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights.” The trust “generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors.” It has “significant influence” over the board and none over day-to-day management or strategy. The arrangements are “designed to minimize the LTBT’s and the Trustees’ exposure to our financial performance.”

Put next to Class F, the split is complete. Founders keep 50.1% of the general stockholder vote through a share with no economics, even as they sell or donate Class A. The trust keeps a board majority through a share with no economics, even though it is paid in fixed cash and barred from owning the stock. Together, the S-1 says, the LTBT and the Founder LLC can elect every director, and the Founder LLC can determine the outcome of matters submitted to stockholders generally “for the foreseeable future.” Class F voting power is a fixed fraction, so new Class A issuance does not dilute it. Public Class A buys the residual economics and at most 49.9% of the general vote, and none of the seats the trust fills.

The risk factors say the obvious implication: the LTBT may have interests that differ from Class A holders, PBC balancing can favor purpose or affected stakeholders over the stock price, and founder donations can widen the gap between who has money at risk and who has the vote.

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Recent Findings Supplement (October 2026)

Anthropic (PBC) filed its S-1 with the SEC on October 26, 2026, providing the first detailed public disclosure of its multi-class share structure, beneficial ownership table (as of September 30, 2026, post a 10-for-1 forward split on Class A and Class N shares), and Long-Term Benefit Trust (LTBT) mechanics.[1][2]

This filing (and contemporaneous analyses) represents the most recent and comprehensive data, superseding prior private-round or partial disclosures. No material updates to these figures or structures have appeared in the ~24 hours since filing.[3]

Founder, Executive, Director, and Employee Equity Holdings

The seven co-founders (Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah) each hold roughly 232–244 million Class A shares as of September 30, 2026. These stakes include direct holdings, shares in trusts, and (for Dario Amodei) voting proxies over ~4.62 million shares held by donor-advised funds. Each also holds exactly 2,185,400 currently exercisable stock options and 639,500 RSUs scheduled to vest post-IPO (in quarterly installments, subject to continued service).[3][2]

• Tom Brown holds the largest stake at 244,173,040 Class A shares; others range down to Sam McCandlish at 231,809,780. At a hypothetical $1.5–2 trillion IPO valuation, these would be worth ~$21–30 billion each (pre-donation pledges).[4]
• CFO Krishna Rao holds 9,497,900 Class A shares.[2]
• All executive officers and directors as a group (7 persons) beneficially own 496,360,810 Class A shares.[2]
• Non-founder employees receive Class E shares (limited voting rights, no economics mentioned for this class in summaries).[5]
• Co-founders have pledged to donate ~80% of their equity (voluntary and revocable per the filing), but this does not affect their Class F voting rights.[6]

Implication for competitors/entrants: This concentrated founder ownership (plus options/RSUs) creates strong alignment on long-term control but highlights the separation of economics from governance. Public investors in Class A will own economic upside without proportional voting power.

Long-Term Benefit Trust (LTBT) Structure and Class T Stock

The LTBT, implemented in 2023 as a Delaware noncharitable purpose trust governed by a Trust Agreement, holds the sole share of Class T common stock. Class T carries no economic rights (no dividends, no liquidation proceeds, no conversion) and generally does not vote on matters submitted to stockholders except as required by law or specific protective provisions.[1][1]

• Its primary power is the authority to elect and remove “Class T directors,” who together constitute a majority of the authorized board seats (phasing in over time based on milestones; a majority within four years of the Series C close).[1]
• Class T also votes on redemption of Class E stock and certain amendments to Class F rights.[1]
• The Trust has no day-to-day management or strategy authority.[1]

Implication: This creates a governance overlay focused on Anthropic’s public-benefit purpose (“responsible development and maintenance of advanced AI for the long-term benefit of humanity”) alongside stockholder and stakeholder interests, without economic skin in the game.[1]

Trustee Appointment, Composition, and Compensation

The LTBT has five authorized trustee seats; one is currently vacant. Trustees are financially disinterested (cannot directly buy or hold Anthropic securities) and serve one-year terms, with new trustees selected by a vote of existing trustees (in consultation with the company per older descriptions).[1][7]

Current trustees (per the S-1):
- Dr. Neil “Buddy” Shah, Chair (since June 2023) — global health, impact measurement, social enterprise.
- Richard Fontaine (since April 2025) — foreign policy and national security.
- Dr. Ben S. Bernanke (since June 2026) — macroeconomics, financial systems, institutional governance.
- Dr. Christopher Stubbs (since October 2026) — experimental physics and AI applications in science/education.
- Fifth seat: vacant.[1]

Each trustee receives a fixed $400,000 annual cash retainer; the Chair receives an additional $25,000. Compensation is not tied to company performance or actions.[1]

Recent development: Stubbs’s appointment (announced ~October 21, 2026) fills one of two prior vacancies and brings scientific/AI-application expertise.[8]

Implication: The fixed-pay, no-equity model insulates trustees from financial incentives, aiming for independence, but the self-appointment mechanism and opacity of the full Trust Agreement have drawn scrutiny in pre-IPO coverage.[9]

Economic Stake vs. Governance Rights (S-1 Summary)

The S-1 explicitly contrasts the Trust’s zero economic stake (Class T has “no economic rights”) with its substantial governance rights over board composition.[1]

• The Trust elects a board majority but has no role in daily operations or most stockholder votes.
• Complementary structure: A Founder LLC (owned by the seven co-founders) holds one Class F share carrying 50.1% of total voting power on general stockholder matters (including election of the non-Class T directors). Class F also has no economic rights.[5][6]
• Post-IPO board (7 authorized directors): 4 Class T seats (Reed Hastings, Vas Narasimhan, Christopher Liddell, and one vacancy) elected by the LTBT; 3 seats (Dario Amodei, Daniela Amodei, Yasmin Razavi) elected by Class A and Class F voting together.[1]
• Class A (public shares) carries one vote per share but is capped at no more than 49.9% of total voting power collectively.[10]
• Sunset: Class F voting power ends if fewer than three of the seven founders remain in the LLC for 90 consecutive days.[6]

The filing notes this structure has “no direct public company precedent” and may limit unsolicited takeovers or proxy contests.[11]

Implication for market participants: Investors gain economic exposure via Class A but face structural limits on influence, with control split between the mission-oriented LTBT (board majority) and founder voting bloc (other matters). This setup prioritizes long-term AI-safety governance over traditional shareholder primacy.[12]

No other post-April 2026 developments (e.g., updated ownership tables, trustee changes beyond Stubbs, or regulatory actions on the structure) appear in available sources. All quantitative details above derive directly from the October 26, 2026 S-1 and contemporaneous reporting on it.