Anthropic is asking shareholders to approve a new equity arrangement: CEO Dario Amodei and six co-founders would receive a special class of stock giving them a combined 50.1% of the voting power on most company matters. The news was first reported by The Information, which said the company plans to put the proposal to a shareholder vote in the coming days. Anthropic has not commented publicly, and it's unclear whether the plan will pass as described or whether its terms will change.
The special shares carry voting rights only, with no additional economic stake. According to the report, each of the seven founders currently holds about 2% of the company, and they have previously pledged to give away 80% of their personal wealth. The founding team's dollar stake is modest on paper; what they're after is a majority of the vote.
A Few Strings Attached
The report disclosed four specific conditions.
First, control is conditional on an ongoing basis: the special shares remain in effect only as long as at least three of the seven founders maintain a minimum ownership stake. The report did not specify the exact threshold.
Second, the Long-Term Benefit Trust keeps its role, still selecting a majority of board seats.
Third, founders' board seats increase from two to three.
Fourth, employees will receive a separate class of stock that can be used to break ties on certain matters. Which matters count as “certain” was not disclosed either.
The Information compared the structure to Palantir's Class F shares, through which its three founders hold nearly half the voting power — a setup often mentioned alongside Meta's Mark Zuckerberg and Snap's Evan Spiegel as examples of founders controlling votes with a minority stake. Anthropic's version differs in one respect: control rests with a group of seven, sustained by an “at least three” rule — an unusual structure among tech dual-class arrangements.
Stringing the Year Together
Anthropic's capital-markets milestones have come thick and fast this year.
In May, the company closed a $65 billion funding round at a $965 billion post-money valuation, surpassing OpenAI for the first time. On June 1, it filed confidentially for an IPO with the SEC. In August, secondary-market trades implied a valuation of around $1.5 trillion. In mid-September, Reuters reported that Anthropic was in talks with Nvidia about an anchor investment for the IPO, with a rumored offering valuation of about $2 trillion; neither company commented.
The voting-rights proposal lands at the tail end of that timeline for an understandable reason. Once the company goes public, its shareholder base turns over substantially, bringing in public funds, retail investors and anchor investors. The founding team wants the voting structure locked in before that happens — changing it afterward would mean facing a far more fragmented shareholder base.
The governance groundwork was laid long ago. Anthropic is registered as a public benefit corporation, and it set up the Long-Term Benefit Trust in 2023, which gradually selects a majority of board seats. This proposal effectively adds another layer on top of the trust: the trust still drives the board, while founders hold the majority vote at shareholder meetings.
Whether the two layers might disagree, and who would prevail if they did, wasn't addressed in the report. The employees' tie-breaking share class may be designed for exactly that scenario, but the specific triggering conditions will have to wait for formal filings.
What's Still Unknown
The shareholder vote comes first. Anthropic's major shareholders include strategic investors like Amazon and Google as well as financial investors from multiple funding rounds, and the report didn't say how they view the founders' proposed voting majority.
Second is the IPO filing itself. Materials from the confidential filing stage aren't public; once the public S-1 is released, the specific thresholds for the special shares, the conditions under which they lapse, and the relationship between the trust and the board should all appear in the risk factors — and that's when the real boundaries of this 50.1% will become clear.
Sources: The Information, TechCrunch, CocoLoop, Reuters; founder ownership percentages, board seat counts and voting-rights figures are per The Information's reporting, and valuation figures are per prior public funding rounds and news reports.