Anthropic: After the IPO, Who Controls the Company?

Key Takeaways

• IPO investors who purchase Class A Anthropic shares will be entitled to a share of the profits but cede voting power to the firm’s founders.
• Anthropic’s status as a public benefit corporation may limit its ability to maximize shareholder returns.
• A unique governance structure exempts Anthropic from certain Nasdaq rules, but also restricts its eligibility for some major indexes.

When Anthropic sells stock to the public later this month, it will debut with an unusual, highly complex share class structure. The company will give most outside shareholders a stake in the business, but little say in its governance.

Anthropic’s share class structure creates little overlap between voting rights and ownership. Control sits mainly with two groups that hold little to no share of the company’s overall economics.

The first group in this “control layer” is the Long-Term Benefit Trust, a five-seat independent group of trustees (separate from the board of directors) who hold no Anthropic equity and take no share of the profits. Trustees bring expertise in fields such as security, economics, health, and science, where AI could have profound effects. The LTBT together holds a single Class T share, which allows it to elect four of Anthropic’s seven directors and remove them without cause.

The second controlling group, the “Founder LLC,” comprises Anthropic’s seven cofounders. Together they hold a single Class F share. They can appoint the remaining three board directors. Through its Class F share, Founder LLC carries votes equal to 50.1% of the total on every general matter. Each founder has one vote inside the LLC, and a simple majority decides how the share is cast. Put another way, four of seven cofounders can effectively determine the vote on any matter that would typically need a shareholder vote. Therefore, while the remaining three directors are elected by Class A and Class F shareholders, the founders retain effective control of any vote.

While this structure may appear dubious at first, it serves a purpose. Anthropic is a public benefit corporation whose stated aim is “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.” Therefore, the founding team claims the firm needs to be structured so that neither a takeover bid nor a majority of public shareholders can override that purpose to prioritize commercial success over the “good of the public.”

Five Share Classes Separate Economic Ownership from Voting Control

Most companies have one kind of stock, where shareholders both have a stake in the business and the ability to vote on high-level corporate strategy questions, board members, and executive compensation. Some companies have dual share class systems. Meta Platforms’ META Class B shares give CEO Mark Zuckerberg super-voting powers, and therefore effective control of the company.

Anthropic will have five classes of stock, each unique in terms of ownership, profit share, voting rights, and responsibilities. As mentioned earlier, Class F and Class T shares together govern Anthropic, with power over board elections and final say on strategic decision-making.

Class E shares will represent Anthropic’s non-cofounder employees. The employee share class will have a say over nominating and removing one of the trust-elected seats, the “Specified Class T Director,” giving them a minor voice in the boardroom. Currently, no Class E shares are outstanding; they will be issued to employees after the IPO.

The F, T, and E share classes are not entitled to any of Anthropic’s profits, which helps the company answer the question every AI lab faces: Who will put it in check when commercial pressure and AI safety pull in different directions?

Two share classes are entitled to profits: Class A and Class N shares. Class A shares will be sold at the IPO, and they’re also owned by early investors, employees with stock in the company, and cofounders with personal equity. While these shares have general voting power, the maximum voting share this class could ever hold is 49.9%, making that power effectively useless. Class N shares are designed to reward outside investors and strategic partners, namely Amazon AMZN and Alphabet GOOG, without entitling them to any voting rights that may afford them control over strategic decisions.

Two features of this dynamic matter most for investors looking to purchase shares of the IPO (Class A buyers). First, the Class F voting share is fixed at 50.1%, meaning that even as Anthropic issues new shares, the public will never have a majority share. Second, Class N shares convert to Class A when sold to unaffiliated buyers, diluting the voting share of preexisting Class A shareholders if and when such a sale occurs.

Therefore, investors interested in participating in Anthropic’s IPO through Class A ownership must be comfortable knowing their investment is effectively solely financial, with little to no real control over decision-making.

A Benefit to the Public? Maybe, but Not to Public Shareholders

Anthropic is a Delaware public benefit corporation. Ordinarily, a corporation’s directors serve its shareholders. A PBC’s directors must instead balance shareholders’ financial interests, the interests of people materially affected by the company, and a public benefit written into the company’s charter.

Anthropic’s charter reads: “The responsible development and maintenance of advanced AI for the long-term benefit of humanity.” This has two practical consequences for investors concerned with maximizing financial returns.

First, Anthropic can choose a “safer,” slower, or less-profitable path to stay true to its mission and values. It has already demonstrated this commitment by forgoing substantial revenue by delaying the release of a frontier model with significant cybersecurity risks and committing to keep Claude free of advertising, despite the lucrative revenue opportunity.

Separately from its PBC status, Anthropic has created the Anthropic Public Benefit Fund, a wholly owned subsidiary to which it contributed nearly 850 million Class N shares, about 5% of its fully diluted shares as of June 30, 2026. At the reported $1.5 trillion-$2.0 trillion valuation range, that stake is worth roughly $75 billion-$100 billion. This 5% stake is a starting point, as each time the share price rises 50% above the previous milestone, starting from the IPO price, the board may issue up to an additional 2% stake. In this way, the Public Benefit Fund creates a recurring dilution drag on public shareholders.

Investors should be cognizant of these dynamics, as they impose some minor limitations on their expected returns.

Anthropic’s Unique Governance Structure Makes it Exempt from Key Nasdaq Rules

To list on the Nasdaq, a company must meet certain governance and financial standards. It can be exempt from some of these rules if one person, group, or entity holds more than half the vote for electing directors. Anthropic qualifies as one of these “controlled companies” because the LTBT elects a board majority. This allows Anthropic to avoid needing a fully independent nominating and governance committee, which would otherwise serve as an independent body responsible for the board’s composition, structure, and conduct.

While Anthropic currently intends to comply with the first two rules in the exhibit above, no commitments have been made. A controlled company reserves the right to use those exemptions at a later date if it chooses. While the company must disclose that it is doing so, this process requires no shareholder approval.

Index Inclusion

Anthropic’s unique share class structure could limit its eligibility for inclusion in a few key stock market indexes, namely the S&P 500 and the FTSE Russell Indexes. This has significant implications for investors, as inclusion in indexes can trigger stock purchases by passive ETFs, index mutual funds, pension portfolios, and more. Inclusion in major indexes creates demand for a stock while giving it a larger shareholder base and better trading liquidity.

The S&P 500 stopped excluding multi-class companies in 2023. However, the S&P 500 requires positive GAAP earnings over the last four quarters combined, plus the latest quarter. Anthropic’s GAAP net loss was $80.7 billion in the first half of 2026, mostly from marking convertible notes to fair value. The index also still requires a new listing to trade for 12 months before inclusion.

For the FTSE Russell Index, share structure is a legitimate inclusion risk, as the index requires that more than 5% of a company’s voting rights sit with unrestricted public holders. Class A votes are capped at 49.9%, much of Class A is held by insiders and earlier investors, and unrestricted public Class A voting share could be further diluted if Class N shares become Class A shares when sold to unaffiliated buyers. The percentage of Anthropic the company will offer to the public in its IPO is still unknown, so this test is worth watching once the offering size is set.