Anthropic mulls mandatory stock plans for all staff ahead of $965B IPO

Anthropic is considering requiring all employees to use preset 10b5-1 stock-trading plans after its IPO, a policy with no precedent among major US technology companies, as the startup seeks to prevent insider-trading risks tied to its transparent culture.

"These companies don't want employees caught up in insider-trading allegations because it's costly, distracting and a negative outcome for everyone involved," Liz Walsh, a capital markets lawyer at Mayer Brown, said.

The mandatory plans, typically reserved for top executives and certain finance staff, would require employees to sell shares on preset schedules specifying timing, amount and price, removing their ability to trade at their own discretion. Only 13% of S&P 100 companies require or encourage directors and executives to use such plans, according to a Gibson Dunn report. Anthropic's valuation has surged to about $965 billion from roughly $4 billion three years ago, meaning early employees could hold substantial wealth that, if sold in a concentrated manner, could pressure the stock.

The policy, still under discussion with outside advisers and not yet finalized, will be raised during IPO roadshow meetings with potential investors starting this week. An IPO could come as soon as September, and the outcome of this governance debate may set a precedent for how high-profile AI startups manage insider-trading compliance after going public.

The discussions come as Anthropic CEO Dario Amodei, known for an unusually transparent management style, seeks to preserve the company's open information culture after the IPO. Amodei delivers lengthy vision speeches to employees twice monthly and communicates candidly on Slack, practices that create a richer information environment — and a higher insider-trading compliance risk — than at most public companies.

"The more information employees have, the greater the potential compliance exposure," Walsh said. Employees locked into preset plans would lose the "flexibility to trade at their own discretion," she added.

Anthropic is also weighing how much stock existing shareholders can sell on the first day of trading and the length of post-IPO lockup periods, according to a person familiar with the matter. These issues must be resolved separately from the 10b5-1 plan and could further affect how much employee wealth is unlocked at the IPO.

The AI startup, which builds the Claude family of large language models, competes directly with OpenAI in the race to go public. Both companies are benefiting from investor enthusiasm for artificial intelligence that has driven valuations across the sector to historic highs.

If implemented, Anthropic's mandatory trading plan could influence how other AI startups approaching public markets structure their insider-trading compliance programs. The policy indicates to institutional investors that the company prioritizes governance, which could support IPO pricing, but may create friction with rank-and-file employees expecting post-IPO liquidity flexibility.

This article is for informational purposes only and does not constitute investment advice.