Anthropic’s co-founders plan to sell about $250 million in stock each in the IPO and keep voting control through a single Class F share

Dario and Daniela Amodei, both listed by Forbes as San Francisco residents, would each keep more than 237 million shares after the sale, the amended filing shows, while a founders’ company would hold 50.1 percent of the stockholder vote.

By Hollis Varga

Anthropic’s seven co-founders, including the San Francisco siblings who run the company, Dario and Daniela Amodei, plan to sell 3,378,378 shares apiece in the artificial intelligence company’s initial public offering, according to an amended registration statement filed with the Securities and Exchange Commission on Tuesday.

At $74, the midpoint of the $70-to-$78 price range Anthropic set this week, each founder’s sale would bring in about $250 million before taxes and fees, as TechCrunch calculated. Together the seven account for all 23,648,646 shares being sold by existing stockholders in the 825 million-share offering, the company said. Anthropic itself is selling the rest and will receive none of the founders’ proceeds.

The sales are small relative to what the founders hold. The filing lists Dr. Amodei, the chief executive, as the beneficial owner of 240,637,980 Class A shares before the offering, about 3.6 percent, and 237,259,602 afterward. Ms. Amodei, the president and board chair, is listed with 241,408,940 shares before the offering, including options and stock units held by her spouse, and 238,030,562 afterward. Each would sell about 1.4 percent of their holdings.

At the midpoint price, the shares each sibling would keep would be worth roughly $17.6 billion, an Inquirer calculation from the filing that includes unexercised options and would change with the stock price. Forbes’s real-time estimates, as of Thursday, put Dr. Amodei’s net worth at $14.1 billion and Ms. Amodei’s at $14.2 billion; both Forbes profiles list San Francisco as their residence.

A single share with half the vote

The more consequential numbers in the filing concern control. Immediately before the offering, Anthropic will issue one share of a new Class F common stock to a limited liability company whose initial members are the seven co-founders: the Amodeis, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. That share carries no economic rights, but it is entitled to a fixed 50.1 percent of the total voting power on matters put to stockholders, including the election of directors other than those chosen by the company’s Long-Term Benefit Trust.

The trust, which holds a separate Class T share, generally elects and removes a majority of the board. “Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors,” the filing says. Because the trust controls a board majority, Anthropic will be a “controlled company” under Nasdaq rules; it says it plans to use that status only to allow a nominating and governance committee that is not entirely independent.

Public buyers of Class A stock, one vote per share, would together hold no more than 49.9 percent of the stockholder vote. The $26 billion of Class N stock that AMD, Broadcom, Google, Micron, Microsoft, Nvidia and TSMC agreed to buy in a private placement at the IPO price carries no vote, CNBC reported.

The founders’ company votes by majority of its members. The arrangement does not expire on a fixed date: if fewer than three “Continuing Founders” remain for 90 consecutive days, a 450-day transition begins, after which the Class F share is redeemed for nothing. Until the 10th anniversary of the offering, a successor can be admitted if a founder dies or becomes incapacitated.

The company’s case

Anthropic presents the structure as protection for its mission rather than for its founders’ fortunes. “We believe that our seven co-founders, Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah, as a group, are distinctly equipped to be stewards of our mission,” the prospectus says. The Long-Term Benefit Trust, it says, is meant to choose directors able to balance shareholders’ financial interests with “the best interests of those materially affected by our conduct.”

The filing also says each co-founder has pledged to dedicate 80 percent of their personal equity in Anthropic to philanthropic causes, over time and through vehicles such as donor-advised funds and foundations. Dr. Amodei holds irrevocable proxies to vote 4,621,120 shares held by donor-advised funds, the filing shows.

“Our aim is to help humankind chart a safe course through this technological evolution, open new frontiers of discovery, and bring forth an age of miracles,” the co-founders wrote in the prospectus, CNBC reported.

The structure also limits what public shareholders can do. TechCrunch noted that with the founders’ 50.1 percent and the trust’s board majority, “Class A buyers will have limited influence.” Anthropic and Americans for Financial Reform, a financial-industry watchdog group, did not respond to requests for comment sent Wednesday.

The offering, and what it means in California

Anthropic hopes to price the shares on Nov. 18 and begin trading on Nasdaq under the symbol ANT on Nov. 19, CNBC reported, citing people familiar with the plans. At the top of the range, the company would be worth about $1.4 trillion on a fully diluted basis. It is targeting about 20 percent of the offering for retail investors, well above the usual share, the people told CNBC.

The amended filing reported $33.24 billion in revenue for the nine months through Sept. 30 and a $104 billion net loss, most of which Anthropic attributed to changes in the fair value of convertible notes and derivative liabilities. It put run-rate revenue at about $81 billion at the end of October.

For California, the founders’ sales matter beyond the founders. The state taxes capital gains as ordinary income, at a top rate of 13.3 percent plus a 1 percent surcharge on income over $1 million. If the Amodeis’ shares carry a cost basis near zero, as founders’ stock typically does, each $250 million sale would generate roughly $36 million in state income tax, an Inquirer estimate rather than a figure from the filing. Six of the seven co-founders are listed by Forbes as San Francisco residents.

The Inquirer’s October survey of San Francisco’s largest fortunes counted the Anthropic founders among the city’s newest billionaires. The public offering would put a market price on that wealth for the first time, while the Class F share keeps the decisions about the company with the people who started it.