TL;DR
Get business pricing on tech for your team
- Business-only prices and quantity discounts
- Tax-exempt purchasing
- Multiple users, one account, clear invoices
Anthropic’s IPO could generate billions for venture investors, but its S-1 points to Amazon as a potentially larger financial beneficiary. Amazon reported its convertible-note holdings were valued at $97.9 billion as of June 30, while Anthropic also agreed to spend at least $110 billion on AWS over 10 years. The eventual share conversion and IPO terms remain unknown.
Anthropic’s S-1 filing shows that Amazon may be among the largest financial beneficiaries of the AI company’s planned public listing, with $6.2 billion in convertible-note principal outstanding and a reported value of $97.9 billion for its note holdings as of June 30. Amazon has also invested in Anthropic’s preferred stock and is set to earn revenue from a large cloud-computing commitment, making its exposure broader than a simple IPO shareholding.
Amazon began backing Anthropic in 2023 with a commitment to invest up to $4 billion and later invested more. Much of the financing took the form of convertible notes, debt that can convert into shares under specified conditions, rather than stock issued at the time of investment. Anthropic’s S-1 says the notes had $6.2 billion in principal outstanding on June 30. Amazon’s own filings put the value of its note holdings at $97.9 billion on that date, reflecting the increase in the value of shares the notes could convert into as Anthropic’s valuation rose.
The notes could convert into as many as 1.84 billion shares, according to the S-1, but a contractual cap limits Amazon to 12% of Anthropic’s “partially diluted” share count unless Amazon waives it. Notes that cannot convert under the cap would remain outstanding and could convert in later quarters, still subject to the limit. Amazon also invested $10 billion in nonvoting preferred stock during the second quarter, in two $5 billion investments in Anthropic funding rounds. Including $8 billion invested in notes from 2023 through 2025, Amazon’s investment totals about $18 billion, according to the report.
The filing also records the accounting effect of rising note values. Anthropic reported $72.4 billion in first-half 2026 adjustments under a line covering changes in the fair value of convertible notes, derivative liabilities and SAFEs. The report describes this as a non-cash charge: it reflects accounting changes in the value of obligations, not money paid out by Anthropic during that period.
Amazon’s potential benefit is not limited to the value of shares it may receive. Anthropic has committed to spend at least $110 billion on AWS over 10 years, giving Amazon an ongoing commercial relationship with a major AI company as well as an investment stake. That combination can make the listing consequential for Amazon’s cloud business as well as its investment returns.
The arrangement also illustrates how strategic investors can occupy a different position from venture firms. Amazon supplies computing capacity to Anthropic while investing in it, and the S-1 warns that some cloud providers also develop competing AI models. That creates potential overlap between commercial partners and rivals. The filing establishes the relationships, but it does not say how they will affect future negotiations or competition.
Products Worth Considering
Amazon Kindle Paperwhite (12th Generation, 2024), 16 GB, 7-inch Display, Jade
Amazon Kindle Paperwhite Signature Edition (12th Generation, 2024), 32 GB, Metallic Black
Amazon Kindle Scribe Colorsoft 64GB (1st Generation)
As an affiliate, we earn on qualifying purchases.
Why Amazon’s Notes Matter
At the reported $965 billion private valuation, a 1% stake in Anthropic would be worth nearly $10 billion. TechCrunch reported that Menlo Ventures’ position was roughly $14 billion, citing recently reported Bloomberg figures, but amounted to about 1.5% of the company at that valuation. Venture firms including Menlo, Sequoia, Sound Ventures and Spark Capital are expected to benefit from a listing, yet none holds the 5% stake needed to appear in the S-1’s principal-stockholders table.
That small percentage does not mean venture investors lack large paper gains. Rather, Anthropic’s scale means even a stake below 5% can represent billions of dollars. Amazon’s holdings are more complex because a substantial portion is debt that may convert into equity, alongside preferred stock and its cloud contract. Google is another major strategic partner: court filings reported by The New York Times put its stake at about 14% in early 2025, and it invested another $10 billion in April. TechCrunch cited PitchBook analyst Harrison Rolfes’ estimate that Google’s current stake may be closer to 8% after dilution. Anthropic has also committed at least $114 billion in cloud spending to Google through 2033.
“Amazon’s notes are subject to a cap of 12% of Anthropic’s “partially diluted” share count.”
— Anthropic’s S-1 filing
IPO Terms and Conversion Still Pending
The filing does not establish Anthropic’s final IPO price, timing, or share count, so the eventual value and size of Amazon’s stake after listing are not yet known. The $97.9 billion figure is Amazon’s reported valuation of its note holdings as of June 30, not a confirmed cash return or proceeds from a sale. The precise number of shares issued will depend on the conversion terms, the share count used for the cap and whether Amazon waives that cap.
The reported private valuation and estimates of investor stakes also do not determine what those holdings will be worth on the public market. The source material provides no final IPO valuation or market price. It is also unclear how Anthropic and its cloud providers will manage their overlapping roles as commercial partners and developers of competing AI models.
Watch the Filing and Listing Terms
The next key developments are Anthropic’s final IPO terms and the treatment of its convertible notes in the offering. Investors will be able to assess the conversion mechanics, the share count and the public valuation once those details are disclosed. Until then, Amazon’s reported holdings point to potential scale, but not to a finalized IPO payout.
Anthropic’s cloud commitments will also remain relevant after any listing: the company has pledged long-term spending with both AWS and Google. The available material does not specify whether those contracts will change. Further filings or company disclosures may clarify how Amazon’s debt converts, how much equity it holds after the IPO and how the cloud relationships develop.
Key Questions
Why could Amazon benefit more than Anthropic’s venture investors?
Amazon has convertible notes, preferred stock and a major AWS contract. Venture firms may still earn billions, but their individual stakes are below 5%, the S-1 threshold for inclusion in its principal-stockholders table.
How much has Amazon invested in Anthropic?
Based on the figures in the report, Amazon’s investment totals about $18 billion: $8 billion in notes from 2023 through 2025 and $10 billion in preferred stock during the second quarter.
Does the $97.9 billion figure mean Amazon has received that amount in cash?
No. Amazon reported that value for its convertible-note holdings as of June 30. It is not a cash payment or confirmed proceeds from selling shares.
What limits how many shares Amazon can receive?
The S-1 says Amazon’s notes could convert into as many as 1.84 billion shares, subject to a cap of 12% of Anthropic’s partially diluted share count. Amazon can waive the cap; notes that do not convert may remain outstanding and convert later under the same limit.
How does Anthropic’s relationship with Amazon extend beyond investment?
Anthropic has committed to spend at least $110 billion on AWS over 10 years. That gives Amazon a cloud-services relationship in addition to its investment exposure.
Source: techcrunch.com
