Anthropic Plans Super-Voting Stock for Founders Before IPO, Leaving Public Shareholders With No Board Leverage

Since Anthropic confidentially filed IPO paperwork with the SEC in June, the company has been quietly rewriting its own governance rules before a single share trades on the public market.

The Information reported on August 18, citing two people familiar with the matter, that Anthropic is preparing to create a new class of stock carrying enhanced voting rights for CEO Dario Amodei and his six co-founders. Bloomberg independently confirmed the plan the same day, according to Tech Times. The Hindu, citing The Information's reporting, noted the specific voting ratios have not been determined and the plan could still change.

The numbers explain why. Amodei personally owns about 2% of Anthropic, according to a person close to the company cited by The Information. The other six co-founders hold roughly equal minority stakes, according to a report from Investing.com carried by Yahoo Finance. Under a standard one-share-one-vote structure, that ownership level would leave the founding team with essentially no power to resist outside shareholders once Anthropic goes public.

A super-voting class would fix that by design, regardless of how diluted the founders' economic stake becomes.

The Trust Just Got Smaller

Anthropic’s governance already runs through an unusual second layer: the Long-Term Benefit Trust, a body of non-shareholder trustees that holds a special class of non-economic stock giving it the power to elect a majority of the company's seven-member board. That trust just shrank from four members to three. Mariano-Florentino Cuéllar, a former California Supreme Court justice, moved internally this month to become Anthropic's chief global affairs officer, according to Investing.com's report. The three remaining trustees are Neil Buddy Shah, Richard Fontaine and former Federal Reserve Chair Ben Bernanke, according to Anthropic's own company page cited by Tech Times.

So the board majority is picked by three people who don't own stock, and the founders who do own stock would get outsized votes on their remaining shares. Public shareholders buying into the IPO would sit outside both mechanisms entirely.

Not Without Precedent, But Not Small Either

Dual-class structures that insulate founders from shareholder pressure are common in tech. Mark Zuckerberg holds roughly 60% voting control at Meta despite owning a fraction of the company's economic value. Elon Musk's SpaceX runs a similar dual-class setup. Anthropic is also structured as a public benefit corporation, a legal form that requires balancing shareholder returns against a stated public-benefit mission, and defenders of that model argue supervoting shares protect long-term mission commitments from short-term market pressure that could push a company toward decisions that maximize quarterly returns at the expense of its stated purpose.

That is the case Anthropic and its allies would make: a company built around AI safety commitments needs governance insulated from investors who might push for faster, less cautious commercialization. It's a defensible argument on its own terms, and one investors in Meta and SpaceX have effectively already accepted by buying in anyway.

The counter-argument is just as straightforward. If this IPO becomes the largest in history as multiple reports project, tens or hundreds of billions of dollars in public capital would flow into a company where buyers have zero mechanism to hold leadership accountable, no matter how the company performs or what decisions Amodei and the trust make. The scale here is unusual. The company raised $65 billion in a Series H round that closed in May at a $965 billion post-money valuation, according to BigGo Finance, and pulled in more than $85 billion in venture capital since its 2021 founding, per Tech Times. BigGo Finance also reported the company is arranging a revolving credit facility exceeding $10 billion ahead of the listing and cited market expectations that Anthropic's IPO valuation could top $2 trillion, which would challenge the record for the largest tech listing ever.

If that valuation holds, Anthropic would also surpass Veeva Systems to become the most valuable public benefit corporation trading on a U.S. exchange, according to Investing.com's report.

What's Still Unknown

The exact voting ratio between founder shares and ordinary shares has not been disclosed, and The Information's sources say the plan could still change before any prospectus is filed. Anthropic has not responded to requests for comment from Reuters or other outlets on the governance plan. The IPO itself is expected as soon as late September, per Tech Times and Investing.com, but no filing date has been confirmed publicly.

When Anthropic files its S-1 registration statement with the SEC, that document will have to spell out in specific numbers exactly how many votes founder shares carry relative to public shares, and how the Long-Term Benefit Trust's board-electing authority interacts with that structure. Until then, anyone planning to buy in is working from anonymously sourced reporting, not disclosed governance terms.