Anthropic founders seek 50.1% voting control before IPO

Anthropic has sought shareholder approval for a plan that would give CEO Dario Amodei and six other co-founders a combined 50.1% of voting power after its planned IPO.

According to The Information, which cited people familiar with the planning, Anthropic is asking shareholders to approve a special class of shares before the Claude developer goes public. The proposed shares would give its seven co-founders majority voting power on most matters, provided at least three of them continue to hold a minimum number of company shares.

Anthropic founders would hold voting power beyond their stakes

Each of the seven founders currently owns about 2% of Anthropic, according to the report. Their proposed shares would increase their voting rights without giving them a larger economic stake. As a result, the founders could retain collective control of shareholder votes even if they own far less than half of the company.

The plan resembles a founder-control structure used by Palantir, The Information reported. Its minimum shareholding condition would allow the arrangement to continue while at least three founders keep the required stakes; the report did not specify the threshold each would need to meet. Shareholder approval is still required for Anthropic’s proposal.

Board elections would work differently from most shareholder votes. Under the reported plan, Anthropic’s Long-Term Benefit Trust would retain the power to choose a majority of directors, while the number of seats elected by founders would rise from two to three. The board has seven seats, one of which is vacant, according to The Information.

Employees would also receive a special class of shares that could break ties on certain corporate matters, the report said. Their role would give them a vote in those specific decisions without transferring the trust’s board-election power to the founders.

The trust would keep its role in choosing directors

Anthropic describes itself as a public benefit corporation and says its Long-Term Benefit Trust is an independent body whose members have no financial stake in the company. The trust holds a separate class of stock that gives it authority to elect and remove directors, with that authority designed to grow to a majority of board seats.

The company said when it established the trust that its board would continue to oversee major decisions. Its trust structure gives people outside the shareholder group a role in selecting directors, even as investors and founders hold other voting rights.

The reported proposal would therefore put two kinds of control in different hands. Founders would hold 50.1% of the votes on most shareholder matters, while the trust would select most directors. The details of how those powers interact would be relevant to investors reviewing the company’s offering documents.

For U.S. investors, the Securities and Exchange Commission’s IPO guidance points to the prospectus as the place to check a company’s share classes and their voting rights. The SEC says shares with extra votes can let founders control a company without owning most of its equity, leaving public shareholders with less influence over corporate decisions.

Anthropic has previously been reported to have confidentially filed for a U.S. listing. A public prospectus would give prospective buyers firmer details on the proposed share structure, alongside the company’s financial information and offering terms. In earlier coverage of its IPO timetable, crypto.news reported that the prospectus was expected in late September and investor marketing could begin in mid-October; both dates were subject to change.

Anthropic’s IPO valuation remains under discussion

The voting proposal arrives while Anthropic prepares a potential public offering whose size and timing have changed in recent reports. On Sep. 19, reporting on a November IPO said investors were discussing a listing that could raise up to $100 billion at a valuation of about $2 trillion. The reported terms were preliminary.

Anthropic’s last announced funding round provides a separate figure. In May, the company said it raised $65 billion in Series H financing at a $965 billion valuation after the investment. Its announcement also said annualized revenue had crossed $47 billion earlier that month.

Secondary-market estimates later put Anthropic’s value at about $1.5 trillion, according to earlier coverage of its offering preparations. Those private transactions do not set the price for a public listing, where the final valuation will depend on the shares sold and the price investors pay.

Pre-IPO contracts give traders no shareholder vote

Anthropic’s approaching listing has also drawn interest from crypto trading platforms. Kraken offers perpetual futures tied to Anthropic’s private-market valuation, as reported in September. The contracts give eligible traders price exposure, but no Anthropic shares, dividends or voting rights. Kraken excludes U.S. customers from the products.

OKX introduced Anthropic-linked pre-IPO contracts for eligible European customers on Sep. 10. Its products likewise track an implied valuation without making contract holders company shareholders. The exchange said the contracts can be traded with up to 10 times leverage, while their prices may differ from both private funding valuations and any eventual IPO price.