Anthropic filed papers on 26 October for its initial public offering (IPO). Those papers build a separate share class for its 5,300 staff that holds no claim on the money and votes only on “certain limited matters” [1]. The same filing gives one share of Class F stock to a company owned by the seven co-founders, and that single share carries “50.1% of the total voting power” with no claim on the money either [1]. Two weeks earlier, following its own board’s decision to price the stock, Anduril let staff sell at $94.80 a share from 13 October to 9 November [2]. The offer was capped at $1.3 billion. One company printed a price for its team; the other filed a document showing who gets to decide whether a price ever appears.

The big picture:

Owning a business and running it used to be the same job. The filing pulls the two apart on one page. The money sits in Class A, the stock the public will buy and the stock staff get through their grants, and every one of those shares carries a single vote [1][4]. The power sits somewhere else. A trust holds Class T stock with no claim on the money, and the people that class picks “will constitute a majority of the authorized members of our board of directors” [1]. The company says the rest plainly, that Class A holders “generally will not be able to affect the outcome of any matter submitted to a vote of our stockholders or the election of our directors, regardless of how they vote” [1].

I read the Class E section twice, because it is the class built just for staff. Class E is the only stock made for the people who work there, it holds no claim on the money, and it votes on two narrow questions [1][3]. Staff earn it slowly and lose it fast: they get “one share of Class E common stock for each six months of employment completed”. After a departure that is not for cause, “one-half of such employee’s then-outstanding shares of Class E common stock will be automatically redeemed by us annually” [1]. The rest go on death, incapacity, a for-cause firing or a move to a rival. The filing is blunt about the buyback price: “Any redemption of Class E common stock will be made for no consideration” [1].

This is not one company’s quirk. Class F, by contrast, cannot be diluted by new stock, as Fortune read the same document [3]. In 2025, 15 of the 31 tech companies that listed in the United States carried more than one class of stock. That was 41% of all IPOs, against about 10% across the previous four and a half decades, on data from the University of Florida’s Jay Ritter that Fortune cites [3]. The setup has become the norm at exactly the firms most likely to pay an engineer in stock.

By the numbers

  • 50.1% — Founder voting power: one share, held by a company owned by the seven co-founders, carries a majority of the vote and no claim on the money [1].
  • 2 shares a year — Staff voting accrual: the staff vote is earned at one share per six months, then halved each year after a non-cause exit and bought back for nothing [1].
  • $23.7 billion — Unbooked stock pay: none of it was booked as of 30 June 2026, because the condition that vests the grants “was not probable”; it lands in the accounts over about 2.1 years once the offering closes [1].
  • $94.80 — Anduril tender price: what staff could accept from 13 October to 9 November, in a company-run offer capped at $1.3 billion [2].

What I’d watch:

Job hunters are reading offer letters differently this year. The homework has moved from the headline number to the share classes.

  • The class behind the votes: it is fair to ask which class carries the vote, who holds it and what ends it. Fortune reports the Class F share goes away once “fewer than three of the seven founders remain in the LLC for 90 days”, which makes the setup a matter of who stays [3].
  • The grant date against the listing date: Anthropic’s 2021 plan stops issuing awards when a new plan takes effect “the day immediately prior to the day the registration statement … is effective” [1]. The board has already approved grants after 30 June that take effect the day before the listing. Their value will be “equal to the price per share of the shares sold in this offering” [1]. A grant priced at the offering captures none of the jump from private to public; the older grants carry that.
  • The tender record: a private holder’s only seen price is one a board chooses to publish, inside a set window and a cap. Anduril’s offer is a good example, and a tender-versus-IPO calculator is the kind of tool that makes the trade concrete — a capped offer today against an exit the board controls tomorrow [1][2].
  • The new payroll lever: the same filing switches on a first staff stock purchase plan, live the day before the listing, with a $25,000 yearly cap and payroll deductions of up to 15% [1].

The filing’s own words on liquidity are worth quoting rather than paraphrasing. The setup “is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors” [1]. It also “may have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices” [1]. That is the company describing, in its own words, the trade it is asking staff to make.

The catch

The structure is not a trick, and it is worth saying so plainly. Anthropic is a public benefit corporation whose charter names a mission, the trust exists to guard that mission, and the co-founders have pledged to give away 80% of their equity, per Fortune [3]. Dual-class tech companies that listed since 1980 beat similar stocks by about 19 points over their first three years. Single-class ones trailed by 2.4 points, on Ritter’s numbers [3]. The staff vote is real as far as it goes, but it simply does not reach the calls this piece is about.

I could be wrong, but two limits matter here. The filing is a draft. The price range, the shares for sale and the size of the new plan pool are all blank in the version filed on 26 October [1], so none of this turns into a per-share value for a grant there. And the document says the structure makes an uninvited approach less likely, which is not the same as ruling one out. A company-run tender is a different event, and Anduril’s price is proof that a board can make a market any time it chooses to.

Where I’ve landed is that the offer question has changed shape. It used to be what the stock is worth. At these companies it is who else decides what it is worth, and how often they have decided.

At a glance

The shift: Anthropic’s filing gives staff shares that carry the money but no control, plus a voting share that carries no money. The number: 50.1% of the vote sits in one Class F share held by the co-founders’ company. The risk: the price of that stock, and any tender that would set one, is a board call.

Related reading

Sources

[1] Anthropic, PBC, Form S-1 registration statement filed 26 October 2026 — https://www.sec.gov/Archives/edgar/data/2130357/000162828026067168/anthropicpbc-sx1.htm [2] CNBC, “Anduril tender offer values startup at $90 billion”, 14 October 2026 — https://www.cnbc.com/2026/10/14/anduril-tender-offer-valuation.html [3] Fortune, “Anthropic’s dual-class share structure borrows ideas from Mark Zuckerberg, Elon Musk — and the New York Times”, 26 October 2026 — https://fortune.com/2026/10/26/anthropic-ipo-dual-class-share-structure-zuckerberg-musk-new-york-times [4] Anthropic, “Anthropic files S-1 with the SEC for proposed initial public offering”, 26 October 2026 — https://www.anthropic.com/news/s1-sec