Anthropic Share Classes and Voting Power in 2026 S-1

Anthropic’s October 26, 2026 S-1 does not use a conventional dual-class structure. It splits control into two non-economic instruments—one share that locks 50.1% of ordinary stockholder votes with seven co-founders, and one share that lets an independent trust elect a board majority—while public buyers and the largest strategic investors hold the economics. The result is a company that can raise public capital, and take Amazon and Google money, without either group being able to outvote the founders or replace the trust-selected directors.

What the filing actually creates

Anthropic, PBC filed Form S-1 on October 26, 2026 (SEC file 333-299633, accession 0001628280-26-067168) to list Class A common stock on the Nasdaq Global Select Market under the symbol ANT. Price and share count are still blank. The company is a Delaware public benefit corporation whose certificate requires directors to balance stockholders’ pecuniary interests, people materially affected by the company’s conduct, and a stated purpose: “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.”

Immediately before the offering closes, outstanding preferred stock converts under the certificate (the “Preferred Stock Conversion”). Voting preferred becomes Class A; non-voting preferred, the series used for strategic partners, becomes Class N. A single Class F share is then issued to Founder LLC. Class E is authorized for later issuance to employees other than the co-founders and is not outstanding at the IPO. On September 17, 2026 the company effected a 10-for-1 forward split of Class A and Class N; prospectus figures are adjusted for that split.

The five common classes that will exist after the IPO, taken from the S-1’s own “Our Capital Structure” table:

Class	Who holds it	Votes	What those votes cover	Economics	Conversion / exit
A	IPO buyers, co-founders, other existing holders; the listed stock	1 per share	All general stockholder matters and election of the non–Class T directors. Aggregate Class A voting power is capped at 49.9% because Class F is fixed at 50.1%	Pro rata dividends and liquidation	Not convertible
N	Primarily strategic partners (Amazon and Google will each hold more than 5% of capital stock in this class); also the company’s Public Benefit Fund	None, except one vote per share where Delaware law requires a class vote	Not general matters	Same pro rata economics as Class A	Converts 1-for-1 into Class A on a sale or transfer to an unaffiliated third party
F	One share, held by Founder LLC (initial members: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah)	A number of votes equal to 50.1% of total voting power on the record date—not a fixed multiple	General stockholder matters, including election of directors other than Class T directors; certain LTBT/Class T amendments; redemption of Class T and Class E	None (par value only on liquidation)	Not convertible. Redeemed for nothing on sunset or dissolution of Founder LLC. Transferable only in a board-approved reorganization of the LLC that does not change its members
T	One share, held by the Long-Term Benefit Trust	1, but only on specified matters	Election and removal of the Class T directors, who are a majority of the authorized board; redemption of Class E; certain amendments to Class F rights	None (par value only)	Not convertible. Redeemable for nothing only if the Trust Amendment Threshold is met. Transfer requires that same threshold
E	Employees, excluding co-founders (authorized at IPO; not issued yet)	1 per share, only on narrow matters	The “Specified Class T Director” if the nominating committee does not concur with the trust; certain LTBT or Class T amendments; Class T redemption	None (par value only)	Not convertible or transferable. Redeemed for nothing on specified events, including the Class F sunset path

Preferred stock does not survive the IPO as a separate voting class. Its protective provisions from the private rounds are replaced by the post-IPO charter mechanics above.

How the two control levers work

Founder vote, detached from ownership. Class F is not “10 votes per share.” It is one share whose vote count is defined as 50.1% of whatever the total voting power is on that record date. Issuing more Class A—or selling more stock to fund compute—cannot dilute it. Founder LLC votes that share as directed by a majority of its members, one vote each. If the continuing founders cannot agree, Class F is voted proportionally with the Class A votes actually cast. Benjamin Mann, often described as a co-founder, is not a member of the LLC and has no say in the Class F vote.

The structure is built to survive philanthropy and death. Each co-founder has pledged 80% of personal Anthropic equity to philanthropy; the S-1 states those pledges are voluntary and revocable, not binding obligations. Because Class F has no economic rights, donating or selling Class A does not reduce the 50.1%. The Founder LLC agreement lets each member designate a ranked, confidential list of up to 10 successors (the first eight must meet employment or public-benefit-organization criteria), subject to approval by five of the other six. A Class F Sunset Event occurs the first time fewer than three qualifying members have been in the LLC for 90 consecutive days. A 450-day transition period then runs, after which Class F (and Class E) is redeemed for no consideration.

Board majority, held by a trust with no equity stake. The Long-Term Benefit Trust, created in 2023 as a Delaware noncharitable purpose trust, holds Class T. Class T generally elects and removes the Class T directors, who together are a majority of the authorized board. Secondary readings of the S-1 put the post-IPO board at seven seats: four Class T, three elected by Class A and Class F voting together. Because Class F already has 50.1% of that combined vote, the founders effectively choose those three, including the CEO and the chair, without needing public support. The trust does not vote on ordinary stockholder matters and, per the filing, has no day-to-day management authority.

There is a narrow employee check. Before the trust nominates or removes a director it must give the nominating and corporate governance committee at least 30 days’ notice. One seat—the Specified Class T Director—needs that committee’s concurrence. If the committee does not concur, and the trust does not withdraw, Class E holders vote. Changing the trust’s terms or the rights of Class T (the “Trust Amendment Threshold”) is deliberately hard: if the trustees favor the change, it needs 80% of the authorized board and 80% of trustees in office; if they oppose it while Class F is outstanding, it needs a high founder supermajority plus Class E and Class A majorities. Class T does not sunset on a calendar.

Voting power versus economic ownership

The divergence is the point of the design, and it is larger than at Meta or Alphabet because the controlling instruments own nothing.

• Founder LLC / seven co-founders. 50.1% of general voting power and the practical ability to elect the non–Class T directors, with zero economic rights on Class F. They also hold large personal Class A stakes—secondary accounts of the principal-stockholders table put each co-founder in a range of roughly 232 million to 245 million Class A shares as of September 30, 2026, after the split—but those Class A votes sit inside the 49.9% residual and cannot override Class F. As they donate Class A under the 80% pledge, economic ownership falls and voting power on general matters does not.
• Long-Term Benefit Trust. Power to elect and remove a board majority, plus veto-level rights over amendments to its own charter position. Economic ownership: par value of one share. Trustees are paid cash that does not vary with company profits and may not hold Anthropic securities. Current trustees named in coverage of the filing include Neil “Buddy” Shah (chair), Richard Fontaine, Ben Bernanke, and Christopher Stubbs, with one of five seats vacant. The S-1 notes that, in practice, trustees and company executives have collaborated closely on selecting trustees.
• Class A public holders. Pro rata claim on dividends and residual value, and one vote per share, but collectively never more than 49.9% of general votes. They cannot elect the Class T majority and cannot outvote Class F on mergers, charter amendments, or the other directors. The prospectus states that Class A holders generally will not be able to affect the outcome of matters submitted to stockholders.
• Amazon, Google, and other Class N holders. Full economic participation, no general vote. The S-1 states Amazon and Google will each hold more than 5% of outstanding capital stock after conversion, in non-voting Class N. That stock becomes voting Class A only if sold to an unaffiliated third party—so a partner cannot quietly accumulate control by holding; it has to exit. Anthropic also contributed 846,840,960 Class N shares, 5% of fully diluted shares as of June 30, 2026, to its wholly owned Anthropic Public Benefit Fund, with a board framework that can add up to another 2% at successive 50% price milestones. Those shares are economic, non-voting, and consolidated.

Controlled-company status follows from the trust, not from the founders. Nasdaq treats a company as controlled when more than 50% of the voting power for the election of directors is held by an individual, group, or another company. Because Class T elects a board majority, Anthropic says it is a controlled company. It expects to use the exemption only for the nominating and corporate governance committee, which will not be entirely independent. It says the board already has a majority of independent directors and that the audit and compensation committees are fully independent.

How this compares with the precedents

Standard dual-class tech IPOs attach extra votes to shares the founders still own. Alphabet’s Class B is 10 votes and converts on transfer; Meta’s Class B is 10 votes, and as of October 1, 2026 Mark Zuckerberg held about 60.6% of voting power with about 13.4% economic ownership. Snap sold the public only non-voting stock. Those structures can be diluted if the founder sells the high-vote shares, and they usually convert on non-permitted transfer. Sunsets are inconsistent: Airbnb has a 20-year sunset; many founder-controlled companies, including Meta’s current Class B, have no hard time sunset. Jay Ritter’s data show dual-class structures in a large share of recent tech IPOs—15 of 31 tech IPOs in 2025, and about 41% of all 2025 IPOs.

Anthropic borrows the non-voting partner class (Class N works like Alphabet’s Class C or Snap’s public stock, but only for strategic holders) and the idea of keeping control while giving away economics. It does not copy the mechanism. Zuckerberg’s 2015–17 attempt to create non-voting Class C so he could donate voting shares and keep control was dropped after a shareholder suit. Anthropic reaches a similar economic result up front: the control share never had economics, so giving away Class A does not touch the vote, and new issuance cannot dilute the 50.1%.

Public-benefit-corporation precedents are thinner and usually weaker on the mission side. Allbirds went public as a Delaware PBC with a conventional 10-vote founder class. Critics argued that combination lets founders sacrifice stockholder returns without being answerable to the diversified holders who bear externalities. Anthropic keeps the PBC balancing duty—directors must weigh the public-benefit purpose, not just stockholder value—but adds an independent body that elects the board majority and that the founders cannot remove by stockholder vote. That is closer to a mission lock than Allbirds, and different from OpenAI’s nonprofit-parent model: the LTBT does not own the operating company and cannot set day-to-day strategy. The filing itself says the governance structure has no direct public-company precedent.

The practical bargain for a Class A buyer is therefore unusually explicit. You are underwriting economics and a PBC whose board majority is chosen by financially disinterested trustees, while ordinary stockholder decisions—including the other directors, mergers, and charter changes—are decided by seven people (or their confidential successors) through a share that cannot be diluted and that disappears only after the founder group itself falls below three members for 90 days, plus a 450-day tail. Index providers that exclude multi-class or controlled companies may limit passive demand. Unsolicited bids and proxy fights for control are structurally difficult, which the prospectus acknowledges may deprive stockholders of a premium offer. The offset the company is selling is that this is how it intends to keep safety and the stated public benefit from being outvoted by either public holders or the cloud partners who fund the compute.

---

Recent Findings Supplement (October 2026)

Anthropic, PBC filed its S-1 on October 26, 2026 (the most recent and directly relevant filing matching the query criteria), introducing a novel multi-class structure that decouples voting control and board election rights from economic ownership far more aggressively than standard dual-class tech IPOs while retaining its Public Benefit Corporation (PBC) status.[1][2]

This structure uses a single “golden” Class F share for founder voting supremacy on general matters and a separate Class T share for an independent Long-Term Benefit Trust (LTBT) to control a board majority, creating layered protections for its AI safety/mission focus. It qualifies as a “controlled company” under Nasdaq rules.[3][4]

Share Class Structure and Mechanics

Anthropic authorizes five classes of common stock (Class A, E, F, N, T) plus blank-check preferred. The setup takes effect around the IPO (Class A shares listed on Nasdaq under ANT). Class F and Class T are single shares with fixed, non-dilutable rights; most other classes have no or limited economic claims.[4][5]

• Class A: Public offering shares. 1 vote per share on general matters. Full economic rights (dividends, liquidation, etc.).
• Class F: 1 share held by Founder LLC (initially the 7 co-founders: Dario Amodei, Daniela Amodei + Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, Christopher Olah). Fixed 50.1% of total voting power on matters submitted to stockholders generally (including election of non-Class T directors). No economic rights. Protected against dilution. Terminates if fewer than 3 continuing founders remain in the LLC for 90 consecutive days (triggering a 450-day transition period, after which it is redeemed for nominal value).
• Class T: 1 share (post 1-for-1,000 reverse split) held by the LTBT. Authority to elect and remove Class T directors (who form a board majority, e.g., 4 of 7). Votes only on those director elections; no general voting rights. No economic rights. No expiration.
• Class E: Issued to non-founder employees. Limited voting rights (primarily on narrow matters such as certain charter amendments or PBC status changes). No economic rights.
• Class N: Held by strategic partners (e.g., Amazon, Google holdings noted in coverage). Generally no voting rights. Converts to Class A upon transfer to unaffiliated third parties. Full economic rights.

Conversion and other mechanics: No automatic conversion triggers for Class F like typical dual-class transfers (it is a single fixed-vote share). Preferred stock (if any) would convert per standard terms pre-IPO. The structure explicitly preserves PBC status post-IPO.[6]

Voting Power vs. Economic Ownership Divergence and Controlled Company Status

Voting power is heavily concentrated and decoupled from economics:

• Co-founders (via Founder LLC/Class F): Control 50.1% of general stockholder votes with effectively zero economic ownership in that share (no dividends or meaningful liquidation rights). Each co-founder also holds substantial Class A shares (roughly 200–240 million each per reports), but the Class F mechanism ensures their collective vote cannot be diluted. They elect the minority of directors not chosen by the LTBT.[7]
• LTBT (via Class T): Controls board majority election/removal with zero economic stake or general voting power. Trustees are financially disinterested experts in AI safety, policy, etc.
• Public Class A holders: Hold nearly all economic ownership in the offered shares but collectively no more than 49.9% of general votes and no independent ability to elect directors or override the above.
• Class N/strategic holders: Economic ownership without voting power (until conversion).
• Class E: Minimal influence, no economics.

This creates a “controlled company” under Nasdaq rules (due to the trust’s board control and/or combined insider dominance), exempting it from certain independence requirements (company plans to use the exemption only for the nominating/governance committee).[3][4]

Protective provisions include standard anti-takeover elements plus PBC-specific balancing requirements and Class E voting rights on mission-related changes. The LTBT provides an independent “kill switch” layer (historically noted as requiring high supermajority to alter in some reports).

Comparison to Dual-Class Tech IPO Precedents and PBC Governance

Standard dual-class structures (e.g., Meta Class B 10:1 for Zuckerberg’s ~60% control; Alphabet/Google similar for Page/Brin; Snap non-voting public shares) tie supervoting rights to proportional holdings that can dilute over time via transfers, sales, or death/disability triggers, often with time-based sunsets in newer IPOs.[8]

Anthropic’s approach is more extreme and hybrid: a single non-economic golden share locks in fixed 50.1% voting (immune to dilution), fully separates board control to a mission-focused trust, and layers this on PBC duties. It lacks typical sunset or transfer-conversion triggers for the core control mechanisms.[2]

PBC status (retained post-IPO) requires directors to balance three interests per Delaware law: stockholder financial returns, stakeholders materially affected by the company’s conduct, and the specific public benefit (“responsibly develop and maintain advanced AI for the long-term benefit of humanity”). A July 2026 Delaware Court of Chancery ruling (Drakes Landing) confirmed no traditional Revlon duty to maximize shareholder value in change-of-control scenarios; informed, disinterested decisions balancing the three interests receive safe-harbor protection.[9][10]

This goes beyond OpenAI’s PBC setup (Foundation-controlled board) by adding the independent LTBT. Broader 2026 context: Council of Institutional Investors data shows 36% of 1H 2026 IPOs used dual-class structures (up from prior periods), with many lacking time-based sunsets.[11]

Implications for Investors, Competitors, and Market Entrants

Public Class A buyers receive economic exposure to Anthropic’s growth (strong revenue traction noted in the filing) but minimal governance influence, insulating the company from short-term activist pressure while potentially complicating index inclusion or attracting scrutiny on shareholder rights. The structure tests the limits of founder/mission protection in public markets.[12]

Competitors or new entrants seeking similar control would need aligned founder groups willing to forgo economics in control shares and credible independent mission overseers; replicating the PBC + trust + golden-share combination may face investor pushback or regulatory attention. It sets a precedent for highly mission-driven AI/tech firms prioritizing long-term safety over one-share-one-vote norms.[13]

Summary Table of Key Share Classes (Anthropic S-1, filed Oct 26, 2026)

Class	Holder	Votes	Economic Rights	Key Notes
Class A	Public investors	1 per share (general matters)	Full	Offered in IPO; ≤49.9% aggregate voting power
Class F	Founder LLC (7 co-founders)	Fixed 50.1% (general matters, incl. non-T directors)	None	Single share; dilution-proof; terminates on founder attrition
Class T	Long-Term Benefit Trust	Director elections only (Class T seats)	None	Single share; elects board majority
Class E	Non-founder employees	Limited (specific matters)	None	Safeguard on mission changes
Class N	Strategic partners	None (generally)	Full	Converts to Class A on unaffiliated transfer

This represents the primary new development in the queried area as of late October 2026. Earlier 2026 dual-class or PBC examples exist but lack this integrated, multi-layered control mechanism.