Anthropic's IPO puts power in the hands of founders, giving everyday shareholders little voice

Dario Amodei, chief executive officer of Anthropic, at the AI Impact Summit in New Delhi, India, on Thursday, Feb. 19, 2026.

Ruhani Kaur | Bloomberg | Getty Images

People thinking about investing in Anthropic should be ready for a company where its seven co-founders hold most of the power to make decisions.

The Amodei siblings — Anthropic CEO Dario Amodei and President Daniela Amodei — and five other co-founders will be the "sole members" of a new organization called "Founder LLC." This organization will control 50.1% of the voting power attached to the company's outstanding shares. This means the founders will be able to decide the results of shareholder votes on most matters for the foreseeable future, Anthropic said in its IPO prospectus on Monday.

This arrangement will also limit the power of large investment firms and individual investors. They will have to trust a small group of AI engineers and researchers as Anthropic moves toward a market value of more than $1 trillion. Anthropic has long tried to establish itself as an AI company that puts greater emphasis on safety. Its company structure is designed to let its founders protect that long-term mission, even as the company begins reporting its financial results every three months.

"Our governance structure is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors," Anthropic said in the filing. "As a result, our governance structure may make it more difficult to replace our directors and management and may have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices."

Anthropic described its plan for raising money and managing the company as a "novel capital and corporate governance structure" with "no direct public company precedent." In other words, no other public company has used this exact structure before.

This adds another complicated issue for investors to consider as they read the company's prospectus, which contains more than 90 pages of risk factors. Anthropic pointed to several possible risks, including political challenges, limits on data center construction, and the challenge of balancing safety with business goals.

For some investors, giving founders control is a key feature of major technology companies that could shape an entire generation.

Byron Deeter, a partner at Bessemer Venture Partners, told CNBC on Monday that investors are often comfortable letting early leaders and founders keep control when they believe the company has strong leadership. Bessemer invested in Anthropic when it was valued at $14 billion. Deeter said this is the largest investment his firm's 116-year history has made based on the amount of money invested.

"There are some unusual elements to these things when they occur, but for category-defining, industry-defining opportunities, you want teams to be able to think long term," Deeter told CNBC's "Squawk on the Street" on Monday. "And there are a lot of benefits to being able to do that so teams can focus on true innovation, and not be month-to-month, or even quarter-to-quarter."

Besides Dario and Daniela Amodei, Anthropic's founding team includes Tom Brown, chief compute officer; Jack Clark, head of the Anthropic Institute; Jared Kaplan, chief science officer; Sam McCandlish, chief architect; and Christopher Olah, who leads research into making AI systems easier to understand.

Anthropic is registered as a public benefit corporation under Delaware law. This means it must balance the financial interests of its shareholders with the interests of people affected by its actions and its stated "Company Purpose." That purpose is to support the "responsible development and maintenance of advanced AI for the long-term benefit of humanity."

Anthropic also created an independent oversight group called the "Long-Term Benefit Trust" in 2023. This group has the power to choose and remove most members of the company's board of directors. The trust will use a special type of share, called Class T common stock, to exercise this power. According to the prospectus, these shares "do not otherwise have voting rights on matters submitted to stockholders generally."

The Long-Term Benefit Trust currently includes Christopher Stubbs, an experimental physicist; Ben Bernanke, the former chair of the Federal Reserve; Neil Buddy Shah, CEO of the Clinton Health Access Initiative; and Richard Fontaine, a national security expert. According to the filing, none of the trustees has a financial interest in Anthropic that would affect their independence.

Under Nasdaq Global Select Market rules for corporate governance, Anthropic is considered a "controlled company" because the Long-Term Benefit Trust can choose most of its board members. Anthropic said it plans to list its shares on Nasdaq under the ticker symbol "ANT."

SpaceX, which went public in June in the largest IPO ever, is also a controlled company. Its CEO, Elon Musk, holds most of the company's voting power.

Anthropic's co-founders will also be able to choose the company's other board members through their control of Founder LLC. On Monday, the company said it believes its co-founders are "distinctly equipped to be stewards of our mission."

Anthropic said the voting power held by Founder LLC and the Long-Term Benefit Trust is "not derived from or proportionate to economic interests" in the company. Their voting power will not be reduced by dilution or other changes. The company said these two organizations will hold most of the voting power for "the foreseeable future."

"Moreover, the LTBT, Founder LLC, and our individual co-founders may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests," Anthropic said.

WATCH: Anthropic explains the risks listed in its new S-1 filing: What you need to know