Key points
- Anthropic's seven co-founders plan to sell $1.75 billion in the IPO
- Each Anthropic co-founder would keep more than 98% of their shares
- Anthropic's co-founders agree to a lock-up of up to a year
The seven co-founders of Anthropic (ANT) plan to sell 23,648,646 shares in the company's IPO, worth about $1.75 billion at the $74 midpoint of the price range. Each co-founder plans to sell the same 3,378,378 shares, or about $250 million apiece, according to Anthropic's amended filing on Tuesday.
The Nov. 2 version of the filing already named the co-founders as selling stockholders, but it left their share counts blank. Tuesday's amendment, the same one that set the price range at $70 to $78, filled them in. Anthropic won't receive any of the money from their sales.
How much of their stock are Anthropic's co-founders keeping?
Almost all of it. Each co-founder beneficially owns between 240.6 million and 244.2 million shares before the offering, according to the filing's ownership table. Selling 3,378,378 of them works out to about 1.4%, so each one keeps more than 98%.
The sellers are Chief Executive Dario Amodei, President Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. Together they beneficially own about 1.70 billion shares, which come to about $125.6 billion at $74. After the sale, they would beneficially own about 1.67 billion shares, valued at about $123.8 billion using the IPO midpoint.
Chief Financial Officer Krishna Rao, who beneficially owns about 9.5 million shares, isn't selling any.
When can Anthropic's co-founders sell more?
Not for a while. A lock-up is an agreement not to sell or transfer shares for a set time after an IPO. Most of Anthropic's other holders are restricted for up to 180 days. The co-founders and some holders of more than 0.5% of the fully diluted shares agreed to restrictions lasting up to 365 days after the prospectus date, the filing says.
The co-founders have also each pledged to give 80% of their personal Anthropic equity to philanthropic causes. The filing calls those pledges "voluntary, revocable expressions" of each co-founder's intent that "do not constitute legally binding obligations." It also warns that donated shares, and any later sales by the charities that receive them, could put a significant number of shares on the market once the lock-ups allow it.
Who's buying Anthropic stock while the co-founders sell?
A donor-advised fund that board member Reed Hastings set up has indicated an interest in buying up to $300 million of stock in the IPO. That would be 4,054,054 shares at $74, more than any single co-founder plans to sell. Board members and entities tied to them have indicated interest in up to $303 million in all, though the filing says those indications aren't binding.
Alphabet's Google (GOOGL), Nvidia (NVDA), and five other companies separately agreed to buy $26.0 billion of nonvoting stock at the IPO price in a private placement.
Does the sale change who controls Anthropic?
Voting control sits in a different share. The seven co-founders will jointly run a Founder LLC holding one Class F share, which carries a fixed 50.1% of the voting power on matters put to stockholders generally, the filing says. That 50.1% is a share of the votes, not of the company.
Class A stock gets the other 49.9% of those votes. That cap is why the filing shows each co-founder's Class A voting power falling from 3.6% or 3.7% before the offering to 1.6% after it.
Anthropic plans to price the offering on Nov. 18, CNBC reported.
Beneficial ownership in the filing's table includes some shares underlying stock options and restricted stock units. The dollar values in this article multiply those share counts by the $74 midpoint and don't deduct any option exercise costs.
