Anthropic Files IPO Prospectus With Five Share Classes, Gives Founders 50.1% of Votes

Key Facts

Anthropic filed its registration statement for an initial public offering with the U.S. Securities and Exchange Commission on October 26, 2026, revealing a structure with five classes of common stock, while buyers in the offering will be offered only Class A. The arrangement gives Founder LLC, created by the seven founders, one share of Class F carrying 50.1% of voting power and no economic rights. Class A, the shares slated to list on Nasdaq under the ticker ANT, carries one vote per share, but its total votes will not exceed 49.9%. Public investors will therefore receive shares with economic rights that they can buy, while their collective voting power remains limited. The prospectus separates control over shareholder votes from the selection of the board, which it gives to a long-term benefit trust.

Governance authority is divided between Founder LLC and the Long-Term Benefit Trust, which uses Class T shares to elect a majority of board members. The trust's board of trustees has five seats, one of which was vacant when Fortune published its report, meaning four seats were then occupied. Anthropic's prospectus, meanwhile, says Class A holders generally will not be able to influence the outcomes of shareholder votes or the election of directors. Thus, the power to select a board majority does not pass to public shareholders even with the listing of the class they can buy. This allocation makes voting rights and board representation separate issues for investors in the offering.

Anthropic justified the structure by saying its founders are "uniquely qualified to steward our mission," and said leadership should not face pressure to prioritize short-term results or purely financial objectives. The justification is framed by the company's charter as a public benefit corporation, which requires it to balance shareholders' financial interests, the interests of those affected by its business and the company's stated public purpose. Anthropic said it would continue operating in that capacity after listing. Each founder also pledged to donate 80% of their economic interest in the company, but the prospectus describes the pledges as voluntary and revocable. The effect of those pledges on ownership remains separate from the voting rights granted by Class F.

The prospectus, in turn, identifies the possibility that the founders' interests could diverge from those of other shareholders if their economic interests decline while their voting control through Founder LLC remains unchanged. These risks form part of investors' assessment of a structure that gives them economic participation without equivalent voting influence. Class N has the same economic rights as Class A but generally carries no votes. Anthropic allocated 846.8 million Class N shares to its public benefit fund, equivalent to about 5% of the company, according to the prospectus. The allocation adds another layer to the ownership structure, alongside the classes reserved for founders, the trust and public shares.

The multi-class share structure is not unique to Anthropic; in 2025, 15 of the 31 U.S. technology companies that went public had more than one share class. Multi-class IPOs accounted for 41% of all IPOs that year, compared with about 10% over the preceding four and a half decades. The prevalence puts Anthropic's arrangement within a growing pattern in offerings, while the allocation of authority at each company depends on the details of its share classes. Regarding the potential size of the offering, the Associated Press said it could raise as much as $100 billion, but the final amount had not been specified in coverage published on the day the prospectus was filed. AP had also noted that SpaceX's IPO in June raised a record $86 billion, and that Anthropic's offering could exceed that figure.

The company also faces questions about the cost of growth: its net loss was $80.7 billion in the first half of 2026, compared with $13 billion in the same period a year earlier, AP reported. AP said the prospectus allows part of the offering proceeds to be used to buy companies and technologies or invest in infrastructure to support expansion and compete with other companies. The risk factors section also ran to nearly 100 pages, addressing the risks of retaining key employees, regulatory hurdles and the possibility of models being used in a catastrophic or existential way. In the market, the S&P 500 rose 0.5% in morning trading on October 26, and Reuters said U.S. stock futures received a brief boost after the IPO filing was published. An investment analyst told Reuters the offering's outcome would indicate investors' willingness to continue funding capital spending on AI development.

AP expected the prospectus filing to pave the way for Anthropic to appear on Wall Street the following month, although the timing remained subject to change. Reuters had reported that the offering was delayed from earlier plans, after shares were expected to begin marketing no earlier than mid-October, and that a possible mid-November listing would test investor appetite. The amount of money the company will raise, its valuation and the final offering price remain uncertain, according to AP. Reuters reported that some current and prospective investors had valued Anthropic at about $1.5 trillion, down from earlier expectations near $2 trillion after the company disclosed financial data. The company raised $65 billion in late May at a post-money valuation of $965 billion, Reuters reported.