Anthropic and OpenAI void unapproved secondary transfers

Both firms updated transfer rules Tuesday, declaring share sales without written board consent void; Anthropic also published a blocklist that names Forge Global and Hiive.

Anthropic and OpenAI updated their stock-transfer policies on Tuesday, declaring any sale or transfer of company shares made without written board approval void and not recognized by the company. Anthropic’s policy labels unauthorized sales “void,” saying a buyer would not be recognized as a shareholder and would have no shareholder rights. OpenAI’s update states any transfer without written consent “will be void, the sale will not be recognized and carry no economic value to you.”

The policies list direct peer-to-peer sales, special purpose vehicles (SPVs), tokenized interests and forward contracts as unauthorized channels unless the company signs off. An SPV is an entity set up to hold private-company shares and let outside investors pool money into a single ownership vehicle. Under the new rules, a transfer into an SPV that lacked board approval can render later transfers in that chain void.

Anthropic published a named blocklist that includes Open Door Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Sydecar and Upmarket, and it flagged new offerings on Forge Global and Hiive. The company’s notice treats listings and wrappers on those regulated marketplaces the same as other unapproved structures for the purpose of shareholder recognition.

Tokens representing Anthropic and OpenAI interests on a Solana-based SPV platform fell sharply after the announcements, dropping from about $1,400 to roughly $900 within 24 hours. Both firms stated they will recognize only transfers that follow their internal approval processes.

OpenAI noted that board-authorized transactions remain valid. In October 2025, OpenAI ran a board-approved tender offer in which more than 600 current and former employees sold vested shares to institutional buyers including Thrive Capital, SoftBank, Dragoneer and T. Rowe Price; each participating person was capped at $30 million. That organized, disclosed and approved sale meets the companies’ requirements.

Robinhood Ventures Fund I disclosed a $75 million purchase of OpenAI common stock intended to give retail investors exposure through a NYSE-listed closed-end fund. Robinhood’s product materials state the fund may obtain exposure either through a direct investment or via one or more SPVs. As of Tuesday, neither OpenAI nor Robinhood had publicly confirmed that the April 17 transfer tied to that purchase had written company consent.

Anthropic reported annualized revenue rising from about $9 billion at the end of 2025 to roughly $30 billion by April 2026, driven largely by its Claude Code product line, and has an arrangement with Amazon that could bring up to $25 billion in investment.

Under the updated policies, legal recognition of secondary trades depends on written company consent rather than the trading venue; transfers that lack that consent may not be recognized as valid by the issuing company.

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