Anthropic's IPO Filing Reveals Complex Share Structure Inspired by Zuckerberg and Musk

Anthropic's S-1 filing, submitted Monday, describes five stock classes, A, E, F, N and T, alongside warnings about potentially catastrophic or existential harm to humanity. Class A shares will trade on Nasdaq as ANT with one vote each, but the class can collectively exercise no more than 49.9% of shareholder votes. The filing puts each co-founder's Class A holdings at about 240 million shares. Each co-founder has pledged to donate 80% of Anthropic equity, although the filing describes those commitments as voluntary and revocable.

An LLC belonging to the seven co-founders will hold the sole Class F share, which carries 50.1% of votes on almost all shareholder matters, no economic rights and protection against dilution. Class F controls the election of every director not selected by the trust. The S-1 allows each co-founder to remain in the LLC while retaining 2% of that co-founder's IPO-era stock, allowing the co-founder to dispose of 98% without losing participation in the controlling vote. The Class F share will follow the proportional voting results of public Class A shareholders if a majority of co-founders cannot agree. Class F terminates after the LLC has fewer than three of the seven co-founders for 90 days.

The Long-Term Benefit Trust will hold the sole Class T share following a 1-for-1,000 reverse split on September 17. Class T has no economic rights or expiration date and enables the trust to elect a majority of directors. The trust has five trustee positions, with one vacancy; the serving trustees are chair Neil "Buddy" Shah, CEO of the Clinton Health Access Initiative, Richard Fontaine, head of the Center for a New American Security, former Federal Reserve chairman Ben Bernanke, who joined in June, and Harvard physicist Christopher Stubbs, who joined this month. The filing describes the trustees as financially disinterested specialists in AI safety, national security, public policy and social enterprise, bars trustees from directly buying or holding Anthropic securities, and says trustee compensation will not depend on company profits. The board, trustees and specified majorities of other share classes can amend or redeem Class T, which Anthropic says preserves flexibility if circumstances change.

Class N offers Class A's economic rights without voting rights except as legally required, primarily serves strategic partners including Amazon and Google, and becomes Class A upon sale to an unaffiliated buyer. Anthropic placed 846.8 million Class N shares, approximately 5% of the company, in Anthropic's Public Benefit Fund. Employees other than co-founders receive Class E shares without economic rights, with voting rights limited to changes affecting the trust and a disagreement between the nominating committee and trust concerning one particular trust-appointed director.

Anthropic argues that the co-founders are especially qualified to protect Anthropic's mission and should avoid pressure for short-term financial results, framing the structure around AI safety. The S-1 warns that donations will reduce the founders' financial interests without reducing voting control, potentially weakening or reversing alignment with other shareholders. The filing says Class A investors generally cannot determine shareholder votes or director elections and warns that the structure may effectively remove public investors' influence over major decisions, including a company sale. The filing identifies possible weaker demand, greater volatility, negative publicity and other adverse effects, while warning that a lack of judicial precedent increases governance litigation uncertainty. Dario Amodei will exercise votes attached to 4.6 million Anthropic shares in donor-advised funds through irrevocable proxy agreements. Anthropic says the company currently uses governance exemptions available to controlled companies.

University of Florida finance professor Jay Ritter's data show that 15 of 31 US technology IPOs in 2025 used multiple share classes, while 41% of all IPOs did so, compared with approximately 10% over the preceding four-and-a-half decades. Ritter found that dual-class technology IPOs since 1980 outperformed comparable stocks by approximately 19 percentage points during the first three years, while single-class technology IPOs underperformed by 2.4 percentage points.

Meta's 2026 proxy says Mark Zuckerberg held 99.8% of Class B shares as of April 2026, with 10 votes per share producing 60.8% of total voting power. A 2026 shareholder letter from the Illinois State Treasurer's office puts Zuckerberg's economic stake at roughly 14% and cites Meta's warning about limited Class A influence. Zuckerberg and Priscilla Chan pledged in December 2015 to give 99% of their Facebook shares to charity during their lifetimes through the Chan Zuckerberg Initiative LLC. Facebook proposed issuing two nonvoting Class C shares for every Class A or B share to preserve Zuckerberg's control, but shareholders challenged the proposal in court. Zuckerberg abandoned the proposal in September 2017 shortly before scheduled Delaware testimony, saying share-price gains would finance philanthropy while allowing voting control for at least 20 years. Meta announced another nonvoting Class C proposal last week to help Zuckerberg fund the Chan Zuckerberg Initiative and pay a possible California wealth tax if enacted. Zuckerberg already exercises votes over Meta shares held by the Chan Zuckerberg Biohub despite having no financial interest in those shares.

SpaceX's amended S-1 put Elon Musk's voting power immediately after the June IPO at approximately 82.4%, using the $135 offering price, with 81.1% attributable to Musk's 10-vote Class B shares. SpaceX's offering documents give Class B holders independent authority to elect most directors and give Musk authority to elect, remove or replace Class B directors; Class B director-election rights continue while any Class B share remains outstanding. SpaceX warned that another shareholder could gain board control if Musk sold enough stock to lose a majority of Class B.

The New York Times' 2026 proxy traces Ochs-Sulzberger family control to Adolph S. Ochs' 1896 purchase and gives public Class A holders four of 13 board seats, with Class B electing nine and a family trust and affiliated entity holding about 94.6% of Class B. The Times trust's mission protects editorial independence and public service, while trustees must retain Class B shares, oppose transfers of control, select successors and require family sellers to offer Class B shares first to relatives and the company. Four of eight Times trustees serve as directors, including chairman and publisher A.G. Sulzberger, and the Times says the company maintains a majority-independent board rather than using available controlled-company exemptions. The Bancroft family controlled 64% of Dow Jones votes with less than 25% of equity, but roughly 35 beneficiaries across separate trusts were not required to vote together. Rupert Murdoch secured the beneficiaries' support with a $60-per-share offer and completed the purchase in 2007, while the committee established to protect Wall Street Journal independence learned of the managing editor's resignation through Murdoch's calls the following year.

Anthropic's filing also discloses an agreement to spend up to $120.5 billion on Nvidia-powered computing supplied by SpaceX.AI, the SpaceX subsidiary previously called X.AI. Either company can terminate the agreement with 90 days' notice after early 2027.