Anthropic's Long-Term Benefit Trust explained: Class T and Class F shares, and who really controls the board

The Anthropic Long-Term Benefit Trust is the most unusual part of Anthropic's governance, and the company's public S-1, filed October 26, 2026, is the first document to lay out how it works in share-class detail. If you want to know who can hire and fire the board of a company that may soon trade on the Nasdaq, you need to understand three things: a trust, a special class of stock called Class T, and a single share called Class F.

This explainer covers each in plain language, using the filing and Anthropic's own descriptions, and flags what the documents do not settle.

The short version

Anthropic, PBC is a Delaware public benefit corporation. Its stated purpose, quoted from the filing, is "the responsible development and maintenance of advanced AI for the long-term benefit of humanity." Two bodies sit above ordinary shareholders. The Long-Term Benefit Trust, which the company created in 2023, can elect and remove a majority of the board. The founders' LLC, which holds one Class F share, controls half the general vote. Everything else, including the Class A shares the public would buy, sits underneath.

What the Trust is

Anthropic introduced the Trust on September 19, 2023. It started with five financially disinterested members and was designed to balance the interests of stockholders, people affected by the company's technology, and its public benefit purpose. According to that post, the board selected the initial trustees after a year-long process. Later trustees are chosen by the existing trustees, who serve one-year terms: "future Trustees will be elected by a vote of the Trustees." Trustees are meant to have expertise in AI safety, national security, public policy and social enterprise, and to hold no financial interest in the company.

As of October 21, 2026, Anthropic lists four trustees: Neil Buddy Shah as Chair, Richard Fontaine, Ben Bernanke and, newly, the physicist Christopher Stubbs. Our report on Stubbs joining the Trust covers the appointment.

Class T: the board lever

The Trust does its work through a special class of stock. The S-1 says Class T common stock lets the Trust generally elect and remove "Class T directors", who together constitute a majority of the authorized members of the board. Class T has no economic rights and does not otherwise vote on matters submitted to stockholders generally. In other words, the Trust owns a power, not a profit stake.

The 2023 description added detail that is worth remembering: the number of directors the Trust elects was set to phase in over time and funding milestones, reaching a majority within four years, and a separate seat is elected by Series C and later investors. The 2023 post also noted that stockholder supermajorities could change the Trust's structure without trustee consent, with the threshold rising as the Trust's power phases in. The S-1 is the document to check for how that now reads.

Class F: the founders' lever

Immediately before the offering, Anthropic will issue a single share of Class F common stock to a limited liability company, the Founder LLC. Its sole initial members are Dario Amodei, Daniela Amodei and the five other co-founders. According to the S-1, that share is entitled to a number of votes equal to 50.1% of the total voting power on matters submitted to stockholders generally, including the election of directors other than the Class T directors. Class F has no economic rights.

A separate class, Class E, will be issued to employees other than the co-founders and votes only on certain matters, per the filing. Immediately before the offering, Anthropic will also sign a stockholders' agreement with the Trust and the Founder LLC.

What "controlled company" means

Nasdaq lets a company in which one holder controls the board skip some governance requirements, such as having a fully independent nominating committee. Anthropic says it qualifies because the Trust, as sole holder of Class T, can elect a majority of the board. The company says it does not expect to use the exemption except for its nominating and corporate governance committee, which will not consist entirely of independent directors. For ordinary public investors the practical effect is limited recourse: they would hold Class A shares with a minority of votes.

What the documents do not settle

Three questions stay open from the sources we read. First, how the Trust and the founders' LLC would resolve a disagreement, which turns on the stockholders' agreement we have not summarized. Second, whether the supermajority amendment rules described in 2023 still apply in the same form after the IPO. Third, how a trust of four people, appointed by itself, is held accountable. That last point is a design choice rather than a flaw, but it is the one critics raise most often.

How it compares with the usual setup

Dual-class stock, in which founders hold extra votes, is common among listed technology companies. A trust with the power to elect a board majority and no economic stake is not. The closest comparison inside the AI race is the public benefit fund we covered in the 5 percent share pledge, which is about money rather than control. Our financial breakdown of the filing ran alongside this explainer.

Our take

The structure is a serious attempt to separate safety oversight from profit incentives, and the filing makes it more concrete than the 2023 post did. It is also a structure in which the same small circle of people both fund and shape the oversight. Watch for the amended S-1, any change to the trustee count, and the first contested board vote. A mission statement is a promise; a removal power is a mechanism.