One Share Rules Them All in Anthropic IPO

Hopefully Anthropic has a good safe somewhere in the office. They’re going to need it for the single Class F share being created in the company’s eagerly anticipated IPO. That one share, held by the company’s seven founders through an LLC, will outvote all others combined. It carries 50.1% of the vote on almost every matter put to shareholders.

Anthropic’s S-1 sets out five classes of common stock, including the all-important Class F. Class A shares, available to the public on Nasdaq, get one vote apiece but collectively can never exceed 49.9% of the vote. Class A holders, the filing says, “generally will not be able to affect the outcome” of shareholder votes or director elections.

What little control is left goes to an independent trust. Anthropic’s Long-Term Benefit Trust, whose trustees include former Fed Chair Ben Bernanke, holds a single Class T share giving it the power to elect and remove a majority of the board. Strategic partners like Amazon and Google, plus a new Public Benefit Fund, hold nonvoting Class N shares accounting for about 5% of the company. Employees get Class E shares that have no economic benefit and very limited voting power.

The Class F share would allow the founders to retain voting control even after donating substantial portions of their equity holdings, which they have promised to do. Each has pledged to donate 80% of their shares. As long as they hold onto just 2% of their IPO-era shares, they will remain a member in the company-controlling LLC. Anthropic’s risk factors acknowledge that as the founders’ stake shrinks, their interests could diverge from other stockholders’.

Mark Zuckerberg tried to coordinate the same separation in 2017, when Facebook proposed nonvoting Class C stock so he could give away his shares without giving up control. Shareholders sued, and he dropped the plan. Meta revived it in October in connection with a proposed California wealth tax. The proposed shares would have allowed Zuckerberg to address the potential tax liability without selling voting stock.

SpaceX, the year’s other blockbuster tech IPO, took the more familiar route. It gave Elon Musk roughly 82% of the vote through 10-vote Class B shares, but that control depends on his owning the stock. Anthropic’s founders could sell 98% of theirs and keep their grip.

Anthropic justifies this by pointing to a mission that goes beyond money. The company is organized as a public benefit corporation (PBC), which under Delaware law must balance shareholder returns against its stated purpose. In Anthropic’s case, that’s developing advanced AI for the long-term benefit of humanity. Asked what that means in practice, Delaware corporate lawyer Lawrence Hamermesh gave CNBC a shrug: “Good luck,” he said. The designation is also subject to change. Allbirds, a PBC whose stated public benefit was environmental conservation, dropped it this year as it reinvented itself as an AI compute provider called NewBird AI.

The structure leaves public shareholders with limited influence over key governance decisions. For Anthropic, the potential tradeoff could come in its valuation. Harvard Law’s John Coates told CNBC that investors typically pay less for shares with diminished voting rights, something a company that needs to keep raising capital cannot ignore. And public shareholders aren’t entirely powerless: if the co-founders can’t agree on how to vote the Class F share, it will follow the Class A vote proportionally.

For investors, the question is whether Anthropic’s commitment to its long-term mission justifies a governance structure that separates ownership from control to an unusual degree. For other issuers, the company’s IPO could test how far investors are willing to accept that separation. After all, seven founders sharing control of a potential trillion-dollar company may be an effective way to preserve a common vision—provided they continue to share one. Stranger things have happened.

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