Anthropic filed its S-1 with the SEC on October 26, setting up what could be the largest IPO in history at a valuation north of $2 trillion. Buried inside the more-than-300-page filing, alongside the headline revenue and loss numbers, is a governance structure Anthropic itself describes as having “no direct public company precedent” — one designed to make sure that going public doesn’t mean losing control of the company’s safety mission.
The short version: buying Class A stock in Anthropic will get you economic exposure to the company, but it won’t get you much say in how it’s run. That power is split between two entities — a trust made up of outside experts, and an LLC owned by Anthropic’s seven co-founders — and public shareholders aren’t really part of either.
The Long-Term Benefit Trust
Anthropic set up the Long-Term Benefit Trust (LTBT) back in 2023, well before any IPO was on the table, as part of its original public benefit corporation structure. The trust is made up of five financially disinterested trustees — people with backgrounds in AI safety, national security, public policy, and social enterprise, rather than financial stakes in Anthropic — and its job is to represent the company’s stated mission (the “responsible development and maintenance of advanced AI for the long-term benefit of humanity”) inside the boardroom.
Under the S-1, the trust holds a special class of stock, Class T, which gives it the power to elect and remove the majority of Anthropic’s board — three of five directors. Because the trust can control board composition this way, Anthropic says it will actually qualify as a “controlled company” under Nasdaq’s listing rules once it goes public, though the company says it only plans to use that exemption for its nominating and governance committee.
The Founder LLC
The second piece is new, and it’s the one raising eyebrows: a “Founder LLC” whose members are Anthropic’s seven co-founders — Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. (A footnote in the filing notes that Benjamin Mann, often referred to as a co-founder too, isn’t part of the LLC and has no say over how its shares are voted.)
The Founder LLC holds a single share of Class F stock, but that one share is entitled to 50.1% of the total voting power on most matters put to shareholders — including the election of any directors the trust doesn’t already control. In other words, between the trust picking the board majority and the founders holding an outright voting majority on everything else, the two groups together can determine the makeup of the entire board without needing a single public shareholder’s vote.
The structure isn’t permanent. The S-1 includes a sunset mechanism: the Class F share and the founders’ concentrated voting power go away once fewer than three of the seven founders remain in the LLC for 90 consecutive days. There’s also a wrinkle built in for alignment — as the founders give away equity (each has reportedly pledged to donate 80% of their Anthropic stock), their economic stake in the company shrinks while their voting power stays exactly where it is, something the filing itself flags as a potential source of divergence between founders’ interests and those of other shareholders.
Why Anthropic is doing this
Anthropic frames the whole arrangement as mission protection — a way to stop outside shareholders or an activist investor from pressuring the company to cut corners on safety for the sake of short-term returns, the same logic that produced the Long-Term Benefit Trust in the first place. The filing argues that pairing the trust with concentrated founder control gives Anthropic “both the incentives and insights” to balance its three stated goals as a public benefit corporation: shareholder returns, the interests of people affected by its products, and its stated public-benefit mission.
The skeptical read is simpler: it’s a way for Anthropic to raise what could be $100 billion or more from public markets while making sure that money comes with essentially no influence attached. It also means an outside company can’t launch a hostile bid for Anthropic — management and the trust are structurally insulated from that kind of pressure. Commentators have compared it to the dual-class structures Mark Zuckerberg and Elon Musk used to keep control of Meta and Tesla after going public, though Anthropic’s version is unusual in splitting control between a founder bloc and an independent trust rather than concentrating it in one person.
It’s also worth noting this arrives at a moment when Anthropic is already facing questions about internal cohesion ahead of the IPO, with a pair of senior engineers departing the company in the run-up to listing — a reminder that keeping the founding team aligned matters more than usual when that same team is about to hold majority voting control of a public company.
What it means for investors
For anyone thinking about buying ANT shares when they list, the practical takeaway is: Class A stock gets you economic upside tied to a company growing revenue at an extraordinary clip — but it doesn’t get you a meaningful vote on how Anthropic is run, who sits on its board, or how it balances commercial growth against the “catastrophic or existential” AI risks the company’s own S-1 risk factors openly discuss. That trade-off — betting on a company you can’t really steer — is one investors will have to weigh alongside the valuation itself as the roadshow gets underway.