Anthropic’s IPO Filing Shows How Its Trust Could Lose Power

The Information said on 28 October 2026 that Anthropic’s IPO filing “reveals that shareholders could strip its Long-Term Benefit Trust of its power over the board”. The S-1, filed on 26 October, sets out how: the trust’s terms and its board-electing share can be changed, or that share redeemed “for no consideration”, through a set of votes the filing calls the Trust Amendment Threshold.

In plain words, an independent trust picks four of Anthropic’s seven directors, and the filing describes the routes by which that power could be changed. One route needs the trustees to agree. The others do not: while the founders’ share exists, they need the co-founders, a vote of employees and a vote of ordinary shareholders; after it, a supermajority of ordinary shareholders.

Short explainer · Anthropic control brief

A vertical news Short narrated from the published headlines and opening lines of this piece and four related FourWeekMBA pieces on Anthropic’s IPO filing.

Business Pill · Least Privilege

An evergreen Business Engineer explainer on least privilege: give each actor only the access it needs. It explains the general idea only and does not discuss Anthropic’s trust or its S-1.

Who Elects Anthropic’s Board

• Seven seats. The S-1 says that on completion of the offering the board “will consist of seven authorized directors”.
• Four seats: the trust. The S-1 says the Long-Term Benefit Trust, as the sole holder of Class T stock, will generally elect and remove the four Class T directors. The filing names them as Mr. Hastings, Dr. Narasimhan, Mr. Liddell “and one vacancy”.
• Three seats: founders and shareholders. The holders of Class F and Class A stock, voting together, elect the other three, initially Dr. Amodei, Ms. Amodei and Ms. Razavi, the filing says.
• The founders’ 50.1%. The S-1 says Anthropic will issue a single share of Class F stock to an LLC whose initial members are its seven co-founders, and that the share carries votes equal to 50.1% of total voting power on matters put to stockholders generally.
• Employees. A new Class E stock will be issued to employees, excluding the co-founders, with votes only on limited matters and no economic rights, the filing says.

The S-1 sums it up as an expectation: “we expect that the LTBT and the Founder LLC will collectively have the ability to elect all members of our board of directors”. Our ownership explainer covers the share classes in full.

The Routes to Change the Trust

The filing lists the approvals needed to amend the trust’s terms or the rights of the Class T share:

• With the trustees. If the trustees vote in favour, the change needs “80% of the authorized members of our board of directors and 80% of the Trustees then in office”.
• Without the trustees, first three years. While Class F stock remains outstanding and until the third anniversary of the offering, the change needs the Class F stock acting on “the unanimous approval of the Continuing Founders”, a majority of the votes cast by Class E stock (with a quorum of 40% of Class E) and a majority of the votes cast by Class A stock (with a quorum of a majority of Class A).
• Without the trustees, at any time. While Class F stock remains outstanding, the change can also pass with Class F acting by decision of 66 2/3% of the Continuing Founders, “75% of the votes cast by our Class E common stock” and a majority of the votes cast by Class A stock.
• After the founders’ share is gone. If no Class F stock remains and the trustees do not vote in favour, the change needs “approval of 85% of our outstanding shares of Class A common stock”.

Under the same thresholds, the filing says, the Class T share “may be redeemed by us for no consideration”, and it may be transferred “without restriction upon the receipt of the same approvals required to amend, terminate, or redeem it.”

No Expiry Date, and a Stated Reason

The S-1 says the Class T share “will remain outstanding indefinitely”, subject to those approvals, and gives the company’s reason: “We intentionally structured the Class T common stock in this manner to preserve long-term flexibility if circumstances change.”

It adds that if the share were transferred to someone not affiliated with the trust, all directors, for so long as Anthropic remains a public benefit corporation, would still be obliged to act under Delaware law and its governing documents, “including those provisions relating to our public benefit purpose.”

The Employee Check on One Trust Seat

The filing gives employees a role in one trust seat, the “Specified Class T Director”, which is Mr. Liddell. The trust’s power to nominate that director, remove that director without cause or change the designation needs the agreement of the board’s nominating committee, which the S-1 says will have one Class T director and two other directors.

If the committee does not agree within 15 days of receiving notice, the S-1 says, “the matter will be submitted to a vote of the holders of our Class E common stock unless the LTBT elects to withdraw the notice.” A majority of the Class E votes cast then decides.

Connecting the Coverage

Our explainer on the Long-Term Benefit Trust (27 October) covers how the trustees are chosen and paid. Our founders piece (26 October) covered how each co-founder can rank successors inside the founders’ LLC, and our benefit fund piece (27 October) covered the fund that holds more shares than any single co-founder. What’s new: The Information’s framing on 28 October puts the trust’s change mechanism at the centre, and the S-1 shows that three of the four routes it lists need no vote from the trustees.

The same week, our risk-factor piece carried the Wall Street Journal’s report that Sen. Elizabeth Warren asked Anthropic for answers to four pages of questions by November 3.

The Structural Read

As we read it, the routes without the trustees all need more than shareholders alone while the founders’ share exists: the co-founders and a vote of employees must also approve.

The S-1 gives employees two roles in this design, by our reading: a vote on changes to the trust, and a vote on the one trust seat where the nominating committee disagrees with the trust within 15 days.

The filing states its own reason for the design, in its words, “to preserve long-term flexibility if circumstances change”, and says directors stay bound by the public benefit purpose while Anthropic remains a public benefit corporation.

Three Implications

FOR IPO INVESTORS Under the S-1, Class A holders vote on changes to the trust, and while the founders’ share exists those routes also need the co-founders and a Class E vote.

FOR ANTHROPIC EMPLOYEES The S-1 says Class E stock, issued to employees excluding the co-founders, votes on changes to the trust and on one contested trust seat.

FOR AI GOVERNANCE The S-1 gives the trust four of seven board seats with no expiry date; by our count it lists four approval routes for changing the trust, three without the trustees.

The Business Engineer Lens

This story maps onto the Business Engineer framework Inside Anthropic’s Permission Layer.

The framework argues of Anthropic: “It is becoming the first major AI lab actively attempting to define the governance layer of the AI stack.”

As we read it, the trust, its Class T share and the S-1’s approval thresholds are one concrete form of that governance layer. The framework predates the S-1 and does not discuss the Trust Amendment Threshold.

What Is Not Established

The S-1 describes rules, not plans: it does not say that the founders, employees or shareholders intend to change the trust. We could read only The Information’s post, not its full article. The filing leaves blank how much voting power the co-founders will hold in total. We did not contact Anthropic.

The Bottom Line

Anthropic’s S-1 gives its trust four of seven board seats with no expiry date. It sets out four routes to change that: one with 80% of the board and 80% of the trustees, and three without the trustees. If the founders’ share is gone, 85% of Class A shares can make the change on their own.