Anthropic Plans Super-Voting Shares for Dario Amodei Ahead of Possible IPO

Anthropic is preparing to give CEO Dario Amodei and his fellow co-founders a special class of stock carrying extra voting power, according to The Information, which cited two people familiar with the matter. Reuters confirmed the reporting on Tuesday, August 18.

The arrangement would mark the first time Anthropic's leadership has held enhanced voting rights. Amodei personally owns only about 2% of the company, The Information reported, citing a person close to Anthropic. That's a strikingly small stake for a founder of a company now valued at $965 billion.

The specifics of the voting arrangement haven't been disclosed, and the plan could still change before any final filing, according to Reuters. Anthropic did not respond to requests for comment from Reuters or from Benzinga.

Why Founders Want This

Dual-class stock isn't new. Mark Zuckerberg controls roughly 60% of Meta Platforms' voting power through super-voting shares despite years of advertiser boycotts and congressional hearings. Elon Musk holds significant voting control at SpaceX through a similar structure.

The logic is straightforward. Founders who own a small economic slice of a company can still dominate boardroom decisions if their shares carry more votes per share than what's sold to the public. For Anthropic, that would mean Amodei and his co-founders could fend off outside shareholders pushing for faster monetization, cost-cutting, or strategic shifts, even after a public listing dilutes their ownership further.

Anthropic is also planning to preserve its existing body of non-shareholder trustees, giving them a special class of stock that lets them elect a majority of the company's board, per the Information's reporting relayed through Reuters. That trustee structure connects to Anthropic's Long-Term Benefit Trust, an oversight body created to keep the company tied to its stated AI-safety mission regardless of market pressure.

Anthropic is legally organized as a public benefit corporation, meaning it must balance shareholder returns against a broader public-benefit mandate. That's an unusual setup for a company potentially chasing a trillion-dollar-plus IPO, and the super-voting plan is being read as reinforcement of the trust structure.

The IPO Backdrop

Anthropic filed a confidential draft Form S-1 with the SEC on June 1, according to Benzinga, getting ahead of OpenAI's own S-1 filing roughly a week later. The company closed a Series H round on May 28 that raised $65 billion and pushed its post-money valuation to $965 billion.

By July, Anthropic had reportedly hit an annualized revenue run rate of about $65 billion, according to Benzinga's reporting. Some market chatter, relayed by KuCoin's coverage, has floated an eventual IPO valuation exceeding $2 trillion, which would put Anthropic in rare company among the largest public offerings ever recorded. Goldman Sachs, JPMorgan, and Morgan Stanley are reportedly involved in preparing the offering, according to that same reporting.

Timing estimates vary by outlet. Reuters, via the wmbdradio and lufkindailynews wire copy, said the IPO "could come as soon as late September" and may be the biggest IPO in history. KuCoin's write-up cited a possible September-or-October 2026 window. Both are estimates based on people familiar with planning, not confirmed dates, and Anthropic has not publicly announced a listing date.

Separately, Anthropic is reportedly arranging a revolving credit facility exceeding $10 billion for financial flexibility heading into a potential listing, according to BigGo Finance's reporting.

The Pushback

Dual-class structures have real critics. Large pension funds, including the California Public Employees' Retirement System, have long argued that concentrating voting power in founders' hands weakens accountability. If public shareholders can pour money into a company but can't meaningfully vote out management or challenge major decisions, that's a governance trade-off. Index funds and ESG-minded institutional investors have pushed back on similar structures at Meta and other tech giants for exactly that reason.

Anthropic's defenders would counter that frontier AI research doesn't run on quarterly-earnings timelines, and that insulating leadership from short-term shareholder demands protects the long-horizon safety work the company says defines its mission. Both things can be true: the structure protects founder control, and quarterly-earnings pressure genuinely can distort long-term R&D bets. Investors weighing whether to buy into an eventual Anthropic IPO will have to decide how much they trust Amodei's team with that trade-off, since a dual-class structure would mean their vote counts for less than a founder's from day one.

What happens next depends on Anthropic's actual S-1 filing, which will need to spell out the exact voting ratios when the company moves from a confidential draft to a public filing with the SEC. Until that document lands, all the specifics on how many votes founder shares would carry remain unconfirmed.