Anthropic’s dual-class share structure borrows ideas from Mark Zuckerberg, Elon Musk—and the New York Times
Anthropic’s dual-class share structure borrows ideas from Mark Zuckerberg, Elon Musk—and the New York Times
Anthropic’s S-1 IPO filing is officially out, and aside from warnings about “catastrophic or existential risks to humanity,” it includes an alphabet soup of varying classes of stock.
Anthropic’s stock will come in five letters: A, E, F, N and T, two of which consist of a single share each and three carrying no economic rights. The public gets to buy one: Class A shares.
Most controversies over dual-class shares have involved a Class B, but the Anthropic IPO is taking this subject into new letters…especially Class F, a single share of stock that allows each co-founder keep a say over the controlling vote even if they give away 98% of their shares.
The IPO will create one share of Class F stock, held by an LLC owned by the seven co-founders. That one share carries 50.1% of the vote and no economic rights. Each co-founder has pledged to give away 80% of their Anthropic equity. Public shareholders split the remaining 49.9% among themselves, however many shares they own. 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 says.
Dual-class stock, which lets a company sell shares to the public while a small group, usually the founders, keeps most of the votes, has been on the rise. Big investors have fought it for years, but the companies most investors want to own, usually tech companies, are especially enamored of it.
In 2025, 15 of the 31 tech companies that went public in the U.S. had more than one class of stock, as did 41% of all IPOs, compared with about 10% across the previous four-and-a-half decades, according to data compiled by University of Florida finance professor Jay Ritter. Dual-class tech IPOs since 1980 beat comparable stocks by about 19 percentage points over their first three years, while single-class tech IPOs trailed by 2.4 points, Ritter found.
Class A will be the stock sold in the IPO, listed on Nasdaq under the ticker “ANT,” at one vote per share. However many Class A shares exist, together they can never hold more than 49.9% of the vote. The co-founders own Class A too, about 240 million shares each, according to the S-1 that Anthropic filed Monday.
Class F is one share, held by an LLC owned by the seven co-founders. It carries 50.1% of the vote on almost everything shareholders decide, including electing every director the trust doesn’t pick. It has no economic rights, and issuing new stock can’t dilute it. If most of the co-founders can’t agree on how to vote it, the share votes the way the public’s Class A votes split. It goes away once fewer than three of the seven founders remain in the LLC for 90 days.
Class T is also one share, held by Anthropic’s Long-Term Benefit Trust after a 1-for-1,000 reverse split on Sept. 17. The trust’s five trustees, with one seat currently empty, use it to elect a majority of the board. It has no economic rights and no expiration date. Four of the trust’s five seats are filled. The chair is Neil “Buddy” Shah, CEO of the Clinton Health Access Initiative and a former managing director of the charity evaluator GiveWell. Richard Fontaine runs the Center for a New American Security, a national security think tank, and once advised Sen. John McCain on foreign policy. Ben Bernanke, the former Federal Reserve chairman, joined in June. Harvard physicist Christopher Stubbs,........
