Anthropic S-1: Five Share Classes, a Public Benefit Corporation and a Controlled Company
Investors in Anthropic's IPO buy Class A common stock: one vote per share and a pro rata share of dividends and liquidation proceeds. Control sits in two single shares. A trust's Class T share elects four of seven directors, and a founder LLC's Class F share casts 50.1% of the vote on everything else, which makes Anthropic a Nasdaq "controlled company." As a Delaware public benefit corporation, its board must also balance stockholders' money against a stated purpose.
Key takeaways
- Of five classes of common stock, only Class A and Class N carry economics; Class T, F and E get par value ($0.00001) in a liquidation.
- The S-1 says Class A holders "generally will not be able to affect the outcome" of stockholder votes, unless the co-founders deadlock on how to vote the Class F share.
- Anthropic plans to use one controlled-company exemption, for its nominating committee.
What Anthropic filed
Anthropic, PBC filed its registration statement on Form S-1 on October 26, 2026, to list Class A common stock on the Nasdaq Global Select Market as "ANT." The cover calls the result "a novel capital and corporate governance structure."
The five classes
| Class | Held by | Vote | Economics |
|---|---|---|---|
| A | Public and existing holders | 1 per share on general matters | Pro rata dividends and liquidation |
| N | "Primarily strategic business partners" | None, unless Delaware law requires a class vote | Same as Class A |
| T | Long-Term Benefit Trust (one share) | Elects the Class T directors, a board majority | Par value on liquidation |
| F | Founder LLC (one share) | 50.1% of total voting power | Par value on liquidation |
| E | Employees, excluding co-founders | Limited matters | Par value on liquidation |
Class N converts into Class A on a public sale or a transfer to an unaffiliated buyer holding 9.99% or less. Amazon's notes convert into Class N at the IPO, as our analysis of Anthropic's convertible note charge explains.
Who controls the board
The Long-Term Benefit Trust (LTBT) is a Delaware "noncharitable purpose trust" whose five authorized trustees may not hold Anthropic securities. Its Class T share elects four directors: Reed Hastings, Vas Narasimhan, Christopher Liddell and a vacant seat. To replace Liddell, the "Specified Class T Director," without cause, the LTBT needs the nominating committee's concurrence or a Class E vote.
The seven co-founders in the Founder LLC vote the Class F share by majority. Class F and Class A, voting together, elect the other three directors: Dario Amodei, Daniela Amodei and Yasmin Razavi. Class F's 50.1% is fixed, so new Class A issuance dilutes public holders and leaves the founders' vote intact.
Why Anthropic is a controlled company
The S-1 ties the status to the trust: Anthropic qualifies "because the LTBT, as the sole holder of our Class T common stock, generally has the power to elect a majority" of the board. That lets it skip Nasdaq's requirements for a majority-independent board and independent compensation and nominating committees.
Anthropic will use one exemption. Its nominating and corporate governance committee, chaired by Daniela Amodei, won't be fully independent. The audit and compensation committees are fully independent. Our walkthrough of IPO corporate governance requirements covers the rules these exemptions relax.
What public benefit corporation status adds
Under DGCL §362, a public benefit corporation names its public benefit in its charter and "shall be managed in a manner that balances" stockholders' pecuniary interests, the interests of those materially affected by its conduct, and that benefit. Anthropic's benefit is "the responsible development and maintenance of advanced AI for the long-term benefit of humanity."
- Standard of review. Under Section 365(b), a director's balancing decision meets fiduciary duties if it is "informed and disinterested and not such that no person of ordinary, sound judgment would approve." The S-1 says Anthropic "cannot guarantee" a conflict would go stockholders' way.
- Reporting. Section 366(b) requires a statement to stockholders at least every two years. Anthropic's board will set qualitative standards, with no objective third-party benchmark.
- Standing to sue. Section 367 lets stockholders of a listed PBC enforce the balancing duty only if they hold at least 2% of outstanding shares or shares worth at least $2,000,000, whichever is less.
Fina checked the same structure against the filing: Fina's cited analysis of Anthropic's share classes and PBC structure.
How the control classes end
Neither control share has an end date. Ending the Class T share takes the "Trust Amendment Threshold": 80% of the board and 80% of the trustees, or, over the trustees' objection, set approvals from the founders, Class E and Class A (85% of outstanding Class A once Class F is gone).
The Class F share ends if the Founder LLC redeems it or dissolves, or after a 450-day transition period that starts once fewer than three Continuing Founders have remained for 90 consecutive days. A co-founder who keeps less than 2% of their IPO-date Class A shares can be removed from the LLC.
What a Class A vote decides
While both control classes exist, the LTBT and the Founder LLC "will collectively have the ability to elect all members" of the board, and Class A holders "generally will not be able to affect the outcome of any matter submitted to a vote of our stockholders or the election of our directors, regardless of how they vote."
The filing names two openings. If a majority of the Continuing Founders can't agree, the Class F share votes "proportionately with the votes of our Class A common stock cast on the matter." And a change to the trust made over the trustees' objection needs a majority of Class A votes cast. A merger or sale also needs board approval, and the LTBT elects most of that board.
Read the full analysis
Fina's cited analysis of Anthropic's share classes and PBC structure maps each class's rights, with citations to the S-1.
