Anthropic’s public S-1 filing was reported as submitted on October 26, 2026. Its proposed governance structure separates general shareholder voting from board elections: Founder LLC’s Class F share would carry 50.1% of votes on general shareholder matters, while the Long-Term Benefit Trust would elect four of seven directors. Class A and Class F holders voting together would elect the other three.
How the proposed share classes divide power
| Class and holder | General shareholder voting rights | Director-election role |
| Class A, intended for public investors | One vote per share; the class’s total voting power would be capped at 49.9% while Class F remains outstanding. | Class A and Class F holders together would elect three directors. |
| Class F, held by Founder LLC | One share carrying 50.1% of voting power on general shareholder matters; no economic rights. | Class A and Class F holders together would elect three directors. |
| Class T, held by the Long-Term Benefit Trust | No general shareholder voting or economic rights. | The trust would elect four directors. |
The result is split authority: the trust would choose a majority of the proposed seven-member board, while the founders would have a controlling vote on general shareholder matters and decisive influence over the other three seats. The Class F vote would not give the founders authority to elect the trust’s four directors.
The governance arrangement is tied to Anthropic’s stated public-benefit purpose as a Delaware Public Benefit Corporation: responsible development and maintenance of advanced AI for humanity’s long-term benefit. That purpose and the proposed board structure are corporate commitments, not guarantees that AI risks will be mitigated.
The reported Class F transition has two stages
The reported Class F sunset would be triggered if fewer than three continuing founders remained for 90 consecutive days. That would begin a 450-day transition period, after which Class F and Class E would be redeemed for no consideration.
Class T has a separate duration. The reported terms give it no automatic expiration while it remains outstanding, so its board-election authority is not described as ending automatically with Class F. After the Class F sunset, Anthropic’s board may shift from annual elections to three staggered classes with three-year terms.
The proposal is part of a possible IPO
These are proposed post-offering governance terms. NeoTeo has also covered expectations around Anthropic’s possible IPO valuation; the governance proposal addresses a different question: who would hold voting power and choose the directors.
