Anthropic’s public benefit structure creates unusual risks for IPO investors

Anthropic's logo appears on a smartphone, with a page from the company's website about its IPO filing in the background. The photo was taken in Creteil, France, on October 27, 2026.

Samuel Boivin | Nurphoto | Getty Images

Anthropic's plan to operate as a public benefit corporation (PBC) raises important questions for investors before the AI company's expected major stock market debut, known as an initial public offering (IPO).

Anthropic aims to go public at a value of $1.5 trillion or more. This would make it the first major company developing advanced AI to test whether public market investors are willing to pay such a high price. Its PBC structure adds another challenge. It requires Anthropic to balance its goal of helping the public with its usual legal duties to its shareholders as a publicly traded company.

According to its S-1 filing, Anthropic's goal is "to responsibly develop and maintain advanced AI for the long-term benefit of humanity."

Other companies also operate as PBCs or use similar structures. Warby Parker is a PBC. Patagonia, which is privately owned, is registered in California as a similar type of company called a Benefit Corporation. When Google went public in 2004, its informal motto was "don't be evil." The company included this motto in its IPO prospectus and its rules for employee and company conduct, although Google is not a PBC.

Anthropic has long presented itself as a company committed to developing AI responsibly and has taken steps to monitor its own behavior. In 2023, it created a "long-term benefit trust" to oversee its business practices. It also created a "public benefit fund" holding about 847 million shares of Class N stock. As of June 30, these shares represented roughly 5% of all its shares, assuming all possible shares had been issued.

Seven co-founders, including Dario Amodei, have special voting power through one Class F share. This share gives them 50.1% of the total voting power on matters put to a shareholder vote. In its filing, Anthropic said it believes these seven people are "distinctly equipped to be stewards of our mission."

Anthropic has given itself considerable freedom to make decisions as it sees fit. In its S-1 filing, the company said that operating as a PBC "gives our board of directors the necessary latitude to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit purpose that we promote." In other words, its board can weigh shareholder financial interests against the effects of its actions on other people and its stated public benefit goal.

Legal experts say Anthropic's PBC structure could create conflicts over how the company should operate.

"The obligation of directors is to balance achievement of [public] purpose with achievement of profit, and if you ask me what that means – 'to balance' – I would say, 'Good luck,'" said Lawrence Hamermesh, a Delaware corporate law attorney who has decades of experience with PBC law.

Hamermesh said PBC law is unclear about what the word "balance" means. There is no basic rule for deciding when one interest should matter more than another.

"It's hard enough in the ordinary case to win a damages claim against directors for having screwed up and having cost the company some money," he said. "It's doubly hard to do so in a public benefit corporation where you also have this defense that, 'Hey, I was doing it to promote our stated public benefit.'" In other words, it is already difficult to win a case seeking money from company directors for poor decisions that cost the company money. It may be even harder when directors can argue that their actions were meant to support the company's public benefit goal.

How Anthropic manages AI safety is a major risk. The company has been one of the leading voices warning about the dangers of rapidly advancing AI. In its S-1 filing, it listed many risks. Anthropic has limited access to some AI models that it considers too dangerous to release widely to the public. It may continue doing this even if it reduces the company's revenue and profit growth.

As Anthropic continues to raise money, it will also have to balance its PBC goals with what shareholders want. The company has several types of shares, each with different levels of control, shareholder rights and voting power. John Coates, a professor of law and economics at Harvard Law School, noted that investors usually demand a higher return when their control is reduced by arrangements that give different shares different voting power instead of following the rule of one share, one vote.

"If the company needs to continue to raise capital over the foreseeable future, as seems to be true of Anthropic, the company will know they need to pay attention to investors' interests for much of that future," Coates told CNBC in an email. The PBC structure "adds another dimension of uncertainty about how this investment may play out."

Analysts say investors should pay close attention to Anthropic's PBC structure rather than overlook it.

"It's interesting to read it right up front in an S-1," said Gil Luria, head of technology research at DA Davidson. "There's a quote about [how the] goal is for the stock not to trade at higher than the value of the company. Then they talk about things that they do that are not profit-maximizing, like promising never to have ads in Claude … So they led with this, and it's important." Luria was referring to Anthropic's statement that it does not want its stock to trade at a price above the company's value, as well as decisions that may limit profits, such as its promise never to put ads in Claude.

In a note on Monday, Evercore ISI analyst Mark Mahaney said Anthropic's PBC status would also limit shareholders' power over how the company operates.

"Governance limits shareholder influence: as a public benefit corporation, the board must weigh its mission alongside returns, an independent trust elects a majority of directors, and the co-founders hold 50.1% of the vote," he said. This means the board must consider Anthropic's mission as well as financial returns, an independent trust chooses most directors, and the co-founders control most shareholder voting power.

Anthropic could change or end its PBC status, and other companies have done so before. For example, Allbirds, a shoe company that later moved into AI, gave up its PBC status as part of a restructuring in June.

The AI industry's business structure is still taking shape, so investors should be ready for more changes as the technology develops. Some leading industry executives have suggested large mergers and new types of partnerships between governments and private companies. U.S. authorities are also considering ways to inspect AI technology and set standards for how it is developed.

"We are dealing with this issue today," Director of National Intelligence Jay Clayton told CNBC last week. "This is an issue of the moment."