The 825 million Class A shares in Anthropic’s IPO cost about $61 billion at the $74 midpoint of the range in its S-1/A of 10 November, by our arithmetic. The filing says they will be about 6.3% of the company’s economic shares. They carry about 5.5% of the shareholder vote, by our arithmetic, because the Class A vote is capped at 49.9%.
The $74 is 6.4 times the $11.50 average that existing stockholders paid, by our arithmetic from the filing’s dilution table. A single Class F share held by the co-founders’ Founder LLC carries 50.1% of the vote and no economic rights.
Business Pill · Financial Conditions Explained
A short explainer on financial conditions. It teaches the general idea only and does not discuss this story.
The key insight: Anthropic’s S-1/A of 10 November says the 825 million IPO shares will be about 6.3% of its Class A and Class N stock. At the $74 midpoint they cost about $61 billion and carry about 5.5% of the vote, by our arithmetic, because Class A votes are capped at 49.9% and one Class F share holds a fixed 50.1%.
The dilution section, blank in the 2 November copy, now has figures. Existing stockholders hold 11,933,969,889 shares, 91.2% of the total, for $137.26 billion of consideration, 61.7%. That is a weighted average of $11.50 a share. New investors buy 801,351,354 shares from Anthropic, 6.1%, for $59.30 billion, 26.6%.
Placement investors buy 351,351,348 Class N shares, 2.7%, for $26.0 billion, 11.7%. Together the IPO and placement buyers get 8.8% of the shares for 38.3% of the money paid in, by our arithmetic. Our placement piece covers who is in it.
The filing puts pro forma as adjusted net tangible book value at $8.21 a share. That means “an immediate dilution in pro forma as adjusted net tangible book value of $65.79 per share” for buyers at $74. The $65.79 is 88.9% of the price, by our arithmetic. Existing stockholders get an immediate increase of $6.31 a share.
After the selling stockholders’ 23,648,646 shares, new investors hold 825,000,000 shares, “approximately 6.3%” of the Class A and Class N stock outstanding, the filing says. Our lead piece on the filing covers the price range and the valuation.
Share of Anthropic’s economic stock (Class A and Class N) against share of the general stockholder vote after the IPO and the $26 billion placement, per the S-1/A of 10 November. Class A votes are capped at 49.9% because the Founder LLC’s Class F share carries a fixed 50.1%; Class N does not vote. The Long-Term Benefit Trust’s Class T share elects the board majority but has no general vote. Our arithmetic from the filing’s share counts.
Where the Votes Sit
The filing lists 7,427,991,791 Class A shares and 5,658,680,800 Class N shares after the offering. Class A has one vote a share. Class N has “no voting rights, except as otherwise required by law”. The Class F share is “entitled to a fixed 50.1%” of the voting power on matters put to stockholders generally.
The ownership table’s footnote says that “the voting power of the holders of Class A common stock is limited to an aggregate of 49.9% of the total outstanding voting power”. The 825 million IPO shares are 11.1% of the Class A stock, so 5.5% of the total vote, by our arithmetic.
The other 6.60 billion Class A shares are 50.5% of the economic shares and 44.4% of the vote. Class N is 43.2% of the economic shares, the filing says, and 0% of the vote. The Founder LLC has 50.1% of the vote and no economic shares. Those four lines are in the chart above, by our arithmetic.
For each point of economic ownership, IPO buyers get about 0.88 points of vote, by our arithmetic. The filing says the co-founders will hold about 61.3% of the vote including the Founder LLC, and 11.2% without it. The ownership table lists each of the seven co-founders at 1.6% of the vote after the offering, not counting the Founder LLC.
The Trust Elects the Board Majority
The Long-Term Benefit Trust holds the one Class T share. It shows a dash for voting power after the offering in the ownership table. The filing says the Class T share “has no voting rights with respect to matters submitted to stockholders generally”, apart from the election of a majority of the board and as required by law.
Through that share the trust “generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors”. So the board majority is chosen by a holder with no economic stake, and the general vote is majority-held by another, as our ownership guide set out from the first S-1.
What Dilutes the 5.5%, and When the Cap Ends
The filing says the Founder LLC’s votes “will not be subject to dilution or the loss of rights upon the issuance of additional shares of Class A common stock”. It gives an example: for 1,000,000 new Class A shares, Class F gets “approximately 1,004,008 additional votes”.
Class N converts into Class A when sold to an unaffiliated third party. The filing says such a conversion “will dilute the voting power of the existing holders of our Class A common stock”. If every Class N share converted, the 825 million IPO shares would carry 3.1% of the vote, by our arithmetic. That is an illustration on today’s count, not a forecast.
The 49.9% cap lasts only while the Class F share is outstanding. The filing says it remains until the Class F Sunset Time: the end of a transition period that starts when there have been fewer than three Continuing Founders for 90 consecutive days, or a redemption agreed by a Supermajority of the Continuing Founders, or the Founder LLC’s dissolution. Without Class F, the IPO shares’ vote would track their 11.1% of Class A, by our arithmetic.
The Structural Read
As we read the filing, the price gap and the vote gap are separate mechanisms: the 6.4 times gap against the $11.50 average comes from when holders bought in, while the vote gap comes from the class design, which does not change with the price paid.
As we read the ownership table, the economic stock and the vote are held by different groups: Class N holders own 43.2% of the economic shares with no general vote, and the Founder LLC holds 50.1% of the vote with no economic shares.
Anthropic S-1/A, Amendment No. 2, 10 November 2026
“the voting power of the holders of Class A common stock is limited to an aggregate of 49.9% of the total outstanding voting power”
Three Implications
FOR IPO BUYERS The filing puts dilution at $65.79 a share at the $74 midpoint, 88.9% of the price, by our arithmetic; the 825 million shares carry about 5.5% of the vote.
FOR CLASS N HOLDERS Class N is 43.2% of the economic shares and has no general vote; the filing says conversion to Class A on transfer dilutes the existing Class A vote.
FOR THE CO-FOUNDERS The filing says the co-founders hold about 61.3% of the vote including the Founder LLC and 11.2% without it.
The framework argues: “It is becoming the first major AI lab actively attempting to define the governance layer of the AI stack.”
As we read it, the S-1/A applies a governance-first design to its own shareholders: a trust with no economic stake elects the board majority, and a single Class F share holds 50.1% of the general vote, by the filing. The framework predates the filing and does not discuss it.
What the risk factors say
The governance risk factor that begins “Our capital structure will concentrate voting power with the LTBT and the Founder LLC” keeps the same heading as on 2 November. Its body now fills in the figures that were blank then: the co-founders’ 11.2% of the vote without the Founder LLC and 61.3% with it. The Class N factor gives the 43.2% economic share.
What Is Not Established
All of these figures assume the $74 midpoint and no exercise of the underwriters’ option on 123,750,000 more shares. The filing says new investors would own 7.0% if that option is exercised in full. The final price, the underwriting discount and the pricing date are not yet in a filing. Our Anthropic IPO map tracks the open questions.
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At $74, IPO buyers pay 6.4 times the $11.50 average that existing stockholders paid, by our arithmetic, and the filing puts their dilution at $65.79 a share. For about $61 billion they get about 6.3% of the economic shares and about 5.5% of the vote. The vote is set by a 49.9% cap and a fixed 50.1% Class F share, not by money paid in.
A note on sourcing. The share counts, dilution figures, voting rights and ownership table are from Anthropic’s S-1/A, Amendment No. 2, filed with the SEC on 10 November 2026, read in full on EDGAR and compared with the 2 November amendment. All figures assume the filing’s $74 midpoint. Dollar totals, class percentages, vote shares and ratios not stated in the filing are our arithmetic. Anthropic was not contacted for this piece.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
