The key facts

  • Amazon holds convertible notes worth $6.2 billion, which it values at $97.9 billion, and invested $10 billion in preferred shares — about $18 billion in total
  • No venture fund reaches the 5% threshold in the S-1's table of principal shareholders
  • Google, per court documents, owned about 14% in early last year; a PitchBook analyst estimates its current stake at roughly 5.6%

An Unusual Shareholder Structure

Anthropic's upcoming IPO promises large gains to many investors: stakes held by Menlo Ventures, Sequoia, Sound Ventures and Spark Capital are estimated to be worth billions. However, as TechCrunch notes, citing the company's registration statement (S-1), none of these venture funds owns 5% of Anthropic — the threshold below which a shareholder does not appear in the table of principal owners. For a tech IPO this is highly unusual: leading venture investors typically hold double-digit percentage stakes. The reason is the company's size: at a private valuation of $965 billion, 1% is worth nearly $10 billion, so Menlo's position, worth about $14 billion, amounts to only roughly 1.5% of the company, according to recently published Bloomberg data.

Amazon — the Biggest Beneficiary

The large stakes went not to venture funds but to Anthropic's strategic partners, and Amazon is likely to become the biggest financial beneficiary of the offering. Amazon first backed the company in 2023 with a commitment to invest up to $4 billion, and later put in even more. A significant portion of its investment was structured as convertible notes — debt that converts into shares at an IPO or sale of the company.

Notes, Valuation and Limits

According to the S-1, as of June 30 Amazon holds convertible notes with a principal balance of $6.2 billion — this is Anthropic's entire debt. But as the company's valuation rose in successive rounds, the shares into which the notes convert became far more expensive: in its own reporting, Amazon valued these notes at $97.9 billion as of June 30. The increase in the value of Anthropic's obligations was reflected in the income statement under the line item for changes in the fair value of convertible notes, derivative liabilities and SAFEs: for the first half of 2026 it amounted to $72.4 billion — a non-cash item, no money left the company. Amazon's notes may convert into a maximum of 1.84 billion shares, but a cap limits him to 12% of Anthropic's 'partially diluted' share count; Amazon may waive the cap, and notes that do not convert now will remain outstanding and convert in subsequent quarters on the same terms.

Total Investment and Cloud Contracts

The notes are only part of Amazon's position. According to its quarterly report for the period ending June 30, in the second quarter the company invested $10 billion in non-voting preferred shares — $5 billion in each of Anthropic's two most recent rounds. Together with the $8 billion invested in notes from 2023 to 2025, Amazon's total investment comes to about $18 billion. Beyond the appreciation of its shares, Amazon will keep earning from Anthropic as a customer: the latter has committed to spend at least $110 billion on AWS over the next 10 years.

Google's Position

Google also expects a substantial benefit — both from the listing and from cloud contracts. According to court documents reported by The New York Times, in early last year it owned about 14% of Anthropic and has invested more since, including $10 billion in April. PitchBook analyst Harrison Rolphes, in a comment to TechCrunch, estimated Google's current stake at roughly 5.6%, suggesting it was diluted in subsequent large rounds. Google, moreover, has secured at least $114 billion in cloud commitments from Anthropic through 2033.

What the S-1 Shows

The S-1 makes clear that the main winners of Anthropic's IPO are not venture funds but tech giants that backed a potential competitor early and now sell it a significant share of computing capacity. The document itself, however, warns: some of these cloud providers are developing competing AI models themselves, and their interests do not always align with Anthropic's.