Anthropic founders to keep majority control after IPO

Anthropic's seven co-founders will keep majority voting control of the company after it goes public, according to the AI lab's IPO prospectus. A single Class F share, held by a "Founder LLC," will carry 50.1% of shareholder voting power, while a separate Long-Term Benefit Trust will pick most of the board. Anthropic filed its Form S-1 publicly on Monday, October 26, and plans to list on the Nasdaq under the ticker "ANT," CNBC reported.marketwatch.com

The setup separates control from economic ownership. Public buyers of Class A stock get a say in the company but little ability to steer it, and the filing says the structure "has no direct public company precedent."

How Founder LLC works

The members of the LLC are CEO Dario Amodei, President Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. Together they own about 1.7 billion Class A shares, which vote separately from the LLC. The Class F share has no economic rights. It lets the founders elect the board members the trust does not appoint (MarketWatch).marketwatch.com+1

According to Fortune, new stock issuance cannot dilute the founders' 50.1%. If a majority of the co-founders cannot agree on how to vote, the share votes in line with the public's Class A votes. The share goes away once fewer than three of the seven founders have remained in the LLC for 90 days. Each co-founder has pledged to give away 80% of their Anthropic equity. The filing warns that as they do, "their personal economic interests in us will decrease while their voting control through the Founder LLC will remain unchanged."fortune.com

The trust's board power

The Long-Term Benefit Trust holds Class T stock, which also has no economic rights, and can elect and remove most of the board. The filing describes the trust as made up of "financially disinterested" trustees. Reuters, which first reported details of the structure in September, said the trust will elect four directors. The Class F and Class A holders will elect the other three, including both Amodeis. Trustees are barred from holding Anthropic securities, and the trust's stock has no expiration date.fidelity.com+2

Limited say for public investors

Employees will get Class E shares that vote only on narrow matters. Strategic backers such as Amazon Amazon.com, Inc. ↗ 1.61% and Google Alphabet Inc. ↗ 0.84% hold non-voting Class N stock. TechCrunch noted that the arrangement is controversial because it leaves public shareholders little practical control over a company whose own filing says its technology poses "catastrophic or existential risks to humanity." Anthropic has not yet disclosed a share price or how much it aims to raise.milanofinanza.it+1

The prospectus acknowledges the trade-off directly. It says the structure may make it "more difficult to replace our directors and management" and could deprive stockholders of a chance to sell at a premium.cnbc.com