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, who joined this month, shared in the discovery that the universe’s expansion is accelerating and sits on JASON, a group of scientists who advise the government on national security.

Class N has the same economic rights as Class A but no votes, except where the law requires them. The filing says its holders are “primarily strategic business partners,” including Amazon and Google. It converts into Class A if sold to an unaffiliated buyer. Anthropic also put 846.8 million Class N shares, about 5% of the company, into its own Public Benefit Fund.

Class E goes to employees other than the co-founders. It has no economic rights and votes on only two things: a fight between the board’s nominating committee and the trust over one particular trust-appointed director, and changes to the trust itself.

Put together, the trust picks most of the board and the co-founders control every other shareholder vote. 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.

Anthropic’s explanation is that its co-founders are “distinctly equipped to be stewards of our mission,” and that leadership shouldn’t face “pressure to prioritize short-term results or purely pecuniary objectives.” Founders who want super-voting stock have been making some version of that argument for decades. Anthropic’s version is about AI safety.

Most of the pieces have been tried before. Elon Musk used super-voting stock to keep control of SpaceX when it went public in June. The New York Times has sat in a family trust with a written mission for decades. And the core move, giving away most of the money while keeping the vote, is one Mark Zuckerberg tried at Facebook and dropped in 2017 in the face of a shareholder lawsuit.

The Zuckerberg precedent

As of April 2026, Zuckerberg held 99.8% of Meta’s Class B stock, which carries 10 votes a share, giving him 60.8% of the company’s total voting power, according to Meta’s 2026 proxy. His economic stake is roughly 14%, according to a 2026 letter to shareholders from the Illinois State Treasurer’s office, which quotes Meta’s own warning that Class A holders’ influence is limited “due to the dual class structure of our common stock.”

In December 2015, Zuckerberg and his wife, Priscilla Chan, pledged 99% of their Facebook shares to charity during their lifetimes, to be managed through the Chan Zuckerberg Initiative, an LLC. That created an arithmetic problem: every share he gave away would take 10 votes with it.

Facebook’s answer was a new nonvoting Class C stock, two shares for every Class A or B share, which Zuckerberg said would let him “keep founder control of Facebook.” Shareholders sued, calling it “a recipe for disaster.” In September 2017, days before he was due to testify in Delaware, Zuckerberg dropped the plan, saying the stock had risen enough to fund his philanthropy and still keep control. By his math, he could “retain voting control of Facebook for 20 years or more.” A version of the plan was resurrected last week, when Meta announced a new non-voting Class C shares that will allow Zuckerberg to meet his pledges to fund the Chan Zuckerberg initiative and pay a potential California wealth tax, if it becomes law.

Anthropic’s S-1 lays out a structure where a co-founder keeps a seat in the LLC as long as they hold onto 2% of their IPO-era stock. The founders’ 50.1% “will not be subject to dilution.” The pledges themselves are “voluntary, revocable expressions of each co-founder’s philanthropic intent.”

The S-1 even spells this out in its lengthy “risk factors” section, where SEC rules require a company going public to list what could go wrong for people who buy its stock. As the founders give stock away, “their personal economic interests in us will decrease while their voting control through the Founder LLC will remain unchanged,” it says, which “may reduce the alignment between the interests of our co-founders and those of our other stockholders, or cause those interests to diverge.”

Zuckerberg already votes Meta shares held by the Chan Zuckerberg Biohub, in which he has no financial interest. Dario Amodei will vote 4.6 million Anthropic shares held in donor-advised funds, under irrevocable proxy agreements.

Musk‘s version

SpaceX, which went public in June, gave Musk control on similar terms. Its amended S-1 put his voting power at about 82.4% right after the offering, at the $135 IPO price, with 81.1% coming from his 10-vote Class B shares. The company’s offering documents said the structure “concentrates voting control with Mr. Musk” and other Class B holders. Class B holders elect a majority of the board on their own, and as the draft registration put it, Musk “will be able to elect, remove or fill any vacancy among the Class B Directors.”

That control depends on Musk owning the stock. SpaceX warned that if he sold enough Class B shares to lose his majority of the class, another holder could take over the board, but Anthropic’s founders could sell 98% of their shares and still keep their seats in the LLC.

The newspaper comparables

The Ochs-Sulzberger family has controlled the New York Times since Adolph S. Ochs bought the paper in 1896, according to the company’s 2026 proxy. Public Class A shareholders elect four of the 13 directors. The other nine are elected by Class B stock, about 94.6% of which is held by the family trust and an affiliated family entity. The trust exists to keep the paper “entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare,” in the words of Ochs’ will.

Times trustees are directed to hold onto the Class B stock and to vote it against any deal that would move control of the paper away from them. They nominate their own successors, and family members who want to sell Class B shares have to offer them to other relatives and to the company first.

Four of the eight trustees sit on the board, including chairman and publisher A.G. Sulzberger. Like Anthropic and SpaceX, the Times qualifies as a controlled company and could skip some exchange governance rules. It says it doesn’t, and keeps a majority-independent board anyway. Anthropic says it “currently rel[ies]” on those exemptions.

Super-voting stock held in family trusts doesn’t always hold. The Bancroft family controlled 64% of Dow Jones’ vote with less than 25% of its equity, but its Class B shares sat in a series of trusts whose roughly 35 beneficiaries didn’t have to vote together. Rupert Murdoch split them with a $60-a-share offer and closed the deal in 2007. The special committee he agreed to set up to protect the Wall Street Journal’s independence learned of its managing editor’s resignation the next year in phone calls from Murdoch.

The Bancrofts’ votes came attached to money, and Murdoch paid for them. Anthropic has separated those, at least in part. The trust’s policies “prohibit a Trustee from directly purchasing or holding any of our securities,” the S-1 says, and its Class T stock carries no economic rights. The founders are another matter. Their Class F share has no economic value, but each of them owns about 240 million shares that do.

More fine print on control

Anthropic’s “Long-Term Benefit Trust” holds Class T stock, which elects a majority of the board. The filing describes it as “an independent body of financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise.” The trust has five seats, one of them empty, and it’s chaired by Neil “Buddy” Shah, CEO of the Clinton Health Access Initiative. Its policies “prohibit a Trustee from directly purchasing or holding any of our securities.” Trustee pay “will not vary with or be conditioned upon the profits” of the company.

Founder control has an end date. Class F stock goes away once fewer than three of the seven co-founders remain in the LLC for 90 days. At SpaceX, Class B holders keep electing their directors as long as a single Class B share is outstanding. The trust’s Class T stock has no expiration date at all, though the board, the trustees and specified majorities of other shareholder classes can amend or redeem it. “We intentionally structured the Class T common stock in this manner to preserve long-term flexibility if circumstances change,” the filing says.

Anthropic employees get a sliver of say through Class E stock, which has no economic rights. It votes when the board’s nominating committee and the trust disagree over one particular trust-appointed director, and on changes to the trust itself. Public shareholders get one backdoor: if a majority of the co-founders can’t agree on how to cast the Class F share, it votes in proportion to the public’s Class A votes.

The filing doesn’t pretend this will be popular. The structure “may effectively eliminate the ability” of Class A holders to influence major decisions, including a sale of the company. “We cannot predict whether our structure will result in lower demand for our Class A common stock, increased volatility, adverse publicity, or other adverse consequences,” it says. Nor can anyone predict how courts will treat it: “the absence of judicial precedent interpreting this structure increases the risk and unpredictability of governance-related litigation.”

Anthropic and SpaceX already do business, the filing also revealed. Anthropic agreed to spend up to $120.5 billion on Nvidia-powered compute from SpaceX.AI, a SpaceX subsidiary formerly called X.AI. Either side can cancel on 90 days’ notice once early 2027 has passed.

Generative AI was used for research assistance and/or transcription of this article. The reporter independently reported and verified the factual claims in this article, and a human editor reviewed it before publication.

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