Anthropic CEO Dario Amodei at the AI Impact Summit on Thursday, February 19, 2026 in New Delhi, India.
Ruhani Kaur | Bloomberg | Getty Images
Anyone looking to invest in Anthropic better buckle up, because Anthropic’s seven co-founders are firmly in the driver’s seat.
The Amodei brothers, Anthropic CEO Dario Amodei and President Daniela Amodei, will be the “sole members” of the new company, Founder LLC, which will hold 50.1% of the voting power of the company’s outstanding shares, along with five others. This structure “allows us to determine the outcome of all matters submitted to shareholder vote for the foreseeable future,” Anthropic said in Monday’s IPO prospectus.
The arrangement would also limit the power and influence of institutional and individual investors. Institutional and individual investors will have to put their trust in a small group of artificial intelligence engineers and researchers as the company moves toward a market cap of more than $1 trillion. Anthropic has long sought to position itself as a more safety-conscious AI lab, and has established a structure designed to help its founders maintain its long-term mission even as it enters the world of quarterly financial reporting.
“Our governance structure is likely to have the effect of limiting the potential for unsolicited merger offers, unsolicited tender offers, or proxy contests to remove our directors,” Anthropic said in its filing. “As a result, our governance structure may make it more difficult to replace our directors and management, and our shareholders may be denied the opportunity to sell their shares at a premium to market prices.”
Anthropic outlined a “novel capital and corporate governance structure” that has “no direct precedent for a public company.”
This is another complex factor for investors to read through the company’s prospectus, which contains more than 90 pages of risk factors. Anthropic highlighted a number of political challenges, data center suspensions, and the company’s efforts to balance safety and commercial objectives as potential risks.
For some investors, founder control has been a hallmark of tech companies for generations.
Byron Dieter, a partner at Bessemer Venture Partners, told CNBC on Monday that investors are often comfortable giving public market governance to early management teams and founders “if you have good leadership.” Mr. Bessemer is backing Anthropic at a valuation of $14 billion, which Mr. Dieter said is the largest investment by cost in the company’s 116-year history.
“When these things happen, there are some elements that are unusual, but we want to make sure our team is able to think long-term about category-defining, industry-defining opportunities,” Dieter said Monday on CNBC’s “Squawk on the Streets.” “And there are a lot of benefits to being able to do that, allowing teams to focus on real innovation rather than month-to-month or quarter-to-quarter.”
In addition to Amodeis, Anthropic’s founding team includes Chief Computing Officer Tom Brown; Jack Clark, Director of the Institute of Humanity. Jared Kaplan, Chief Scientific Officer, Sam McCandlish, Principal Architect. and Christopher Oler, director of the Interpretability Research Activities.
Anthropic is incorporated as a public benefit corporation under Delaware law, meaning it must balance the economic interests of its shareholders, the best interests of those affected by its actions, and its “corporate purpose” of promoting “the responsible development and maintenance of advanced AI for the long-term benefit of humanity.”
Additionally, in 2023, Anthropic will introduce an independent governing body called the Long-Term Benefit Trust, which will have the power to elect and remove a majority of the company’s board of directors. According to the prospectus, LTBT will exercise its powers through a special class of common stock, Class T common stock, which “will not have voting rights on matters submitted to stockholders generally.”
LTBT currently includes experimental physicist Christopher Stubbs, former Federal Reserve Chairman Ben Bernanke, Clinton Health Access Initiative CEO Neil Badi Shah, and national security expert Richard Fontaine. All of the trustees have “financial disinterest” from Anthropic, according to the filing.
Because LTBT has the power to elect a majority of the board of directors, Anthropic is considered a “controlled company” under Nasdaq Global Select Market’s corporate governance requirements. Anthropic said it plans to list on the Nasdaq under the ticker symbol “ANT.”
space xwhich went public in June in the largest IPO in history, is also a controlled company as CEO Elon Musk maintains a majority of voting rights.
Anthropic’s co-founders, through authority within Founder LLC, have the power to elect the remaining members of the company’s board of directors. The company said Monday that it believes its co-founders “have the ability to execute on our mission.”
Anthropic said Founder LLC and its LTBT voting rights are “not derived from or proportionate to any economic interest” in the company and will not be diluted or otherwise reduced. The company said the capital structure will result in concentrated voting power between the two companies “for the foreseeable future.”
“Furthermore, LTBT, Founder LLC, and our individual co-founders may have interests that differ from yours and may vote in ways with which you disagree and may be contrary to your interests,” Antropic said.
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