Non-voting stock is a share that carries the money rights of an ordinary share but not the vote. Anthropic’s amended S-1 of 10 November shows how it works: its non-voting Class N stock will be “approximately 43.2% of our outstanding capital stock” after the IPO, the filing says, and Google and Amazon hold most of it.
The 5,658,680,800 Class N shares are worth $418.7 billion at the $74.00 midpoint of the price range, by our arithmetic, and carry no vote on the matters put to stockholders generally. Amazon’s and Google’s shares are 65.6% of the class, by our arithmetic.
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The key insight: Non-voting stock keeps the money and drops the vote. Anthropic’s Class N has the same dividend and liquidation rights as Class A, the filing says, but votes only where the law requires; its 5,658,680,800 shares, worth $418.7 billion at $74.00 by our arithmetic, start to vote only once they are sold.
Anthropic’s filing puts it in one line: “The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion”. Both classes are “Entitled to participate pro rata in dividends and distributions”, and both share pro rata in a liquidation, the filing’s rights table says.
The difference is the vote. A Class A share has one vote on all matters submitted to stockholders generally, including the election of the directors other than the Class T directors. A Class N share has none, so a Class N holder owns a slice of the profits without a say in who runs the company.
Anthropic’s five share classes after the IPO and the rights each carries, drawn from the Description of Capital Stock in its S-1/A of 10 November 2026. Class N (red) shares the economics of Class A but votes only where the law requires, and converts into Class A on a sale.
When a Non-Voting Share Does Vote
Non-voting is not absolute. Delaware law gives Class N a vote on certain charter amendments that would adversely affect its powers, preferences or special rights without so affecting Class A, “on which the DGCL entitles such holders to vote separately as a series”, the filing says.
In those cases the rights table is precise: Class N is “Not entitled to vote except as required by law, in which case our Class N common stock will have one vote per share”. That protects the class against being singled out, but gives it no voice on directors or ordinary business.
How Anthropic’s Class N converts into Class A, per the Description of Capital Stock in its S-1/A of 10 November 2026. Diagram by FourWeekMBA.
How a Class N Share Starts to Vote
The shares change class when they leave their holder. Class N converts automatically, share for share, into Class A on a registered offering or an open market sale, the filing says. It also converts on a transfer to a third party that holds no Class N stock and “will not beneficially own or control more than 9.99% of the shares of any class or series of our equity securities” after the transfer.
So a partner can sell to the market, and the buyer gets a voting share. Until then, “these shares are non-voting and therefore do not impact the voting power of the holders of our Class A common stock”, the filing says. After a conversion, the new Class A shares dilute the existing Class A vote.
One thing conversion does not touch: “Future issuances of our Class A common stock and Class N common stock will not dilute the voting power of our Class F common stock”, the filing says. The founders’ single Class F share keeps a fixed 50.1% of the general vote.
Who Holds Anthropic’s Class N
The holders of Class N are “primarily strategic business partners”, the filing says, and there were 81 holders of record on 30 September, against 4,786 for Class A. Amazon will hold 1,920,511,218 Class N shares and Google 1,789,598,269 after the offering, the filing says, Google’s count at the $74.00 midpoint.
The risk factors spell out the trade-off: “Although our Class N common stock is non-voting, their holdings represent a significant economic interest in our company”. Anthropic’s own Public Benefit Fund also holds 846,840,960 Class N shares, so the three hold 80.5% of the class, by our arithmetic.
Both big partners also face caps. Amazon’s notes do not convert to the extent Amazon “would hold more than 12% of our capitalization”, and Google’s 2026 agreement limits issuances above “14.99% of our outstanding capitalization”, each as those agreements calculate it, the filing says. Our piece on Google’s stake values its position.
Five Classes, Five Bundles of Rights
Class N is one of five classes. Class A trades and votes, with all Class A together capped at 49.9% of the vote. Class F, one share held by the co-founders’ Founder LLC, carries a fixed 50.1%. Class T, one share held by the Long-Term Benefit Trust, elects the Class T directors, a majority of the board. Class E, for employees other than the co-founders, votes only on limited matters, the filing says.
Only Class A and Class N carry dividends and a pro rata share of a liquidation; T, F and E get par value. How those votes split after the IPO is in our piece on the vote, and the holders in who owns Anthropic.
The Structural Read
As we read the filing, the conversion rule is the hinge: Class N stays silent while a partner holds it, and turns into a voting Class A share the moment it is sold to the market or to an outside holder below 9.99%, so the vote follows a sale rather than the size of a stake.
As we read the counts, non-voting stock lets Anthropic take compute-scale money from Amazon and Google, 65.6% of the class by our arithmetic, without moving the vote, which stays with the Founder LLC’s Class F share and the Class A holders.
Anthropic S-1/A, 10 Nov 2026
“The holders of our Class N common stock are primarily strategic business partners”
Three Implications
FOR CLASS A BUYERS Class N dilutes their economics now and their votes only on conversion, the filing says; the Class F share’s 50.1% is not diluted by either.
FOR AMAZON AND GOOGLE Their Class N stock is an economic stake with no general vote, the filing says, and a sale converts it into voting Class A.
FOR READERS OF OTHER FILINGS The questions to ask of any non-voting class are the same: what it is paid, when it votes, and what makes it convert.
The framework reads: “It is becoming the first major AI lab actively attempting to define the governance layer of the AI stack”
As we read it, Class N is a governance tool as much as a financing one: it lets the largest partners fund the company without a general vote, while the Founder LLC and the trust keep the vote and the board, per the S-1/A. The framework predates the filing and does not discuss it.
What Is Not Established
This explainer describes the rights in the filing. The sections we read describe Class N holders as strategic business partners but give no reason for any one partner’s choice of class, so we do not offer one. The $74.00 values use the price range, not a trading price, and the terms are those expected in the charter adopted at the IPO.
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Non-voting stock separates money from control. Anthropic’s Class N has the same dividend and liquidation rights as Class A, no vote except where the law requires one, and turns into a voting share when it is sold to the market or to a small outside holder, per its S-1/A. Its 5,658,680,800 shares are worth $418.7 billion at $74.00, by our arithmetic.
A note on sourcing. Class rights, share counts and the partners’ caps are from Anthropic’s Form S-1/A (Amendment No. 2) filed with the SEC on 10 November 2026, read in its prospectus summary, The Offering, risk factors, Management’s Discussion and Analysis, Principal and Selling Stockholders and Description of Capital Stock sections. The Class N value at $74.00 and the shares of the class held by Amazon, Google and the Public Benefit Fund are our arithmetic. We did not contact Anthropic, Amazon or Google 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.
