Anthropic’s pending IPO is set to deliver billions to its venture backers, but the filing makes clear that Amazon stands to gain far more than any of them. Firms including Menlo Ventures, Sequoia, Sound Ventures, and Spark Capital hold stakes expected to return billions, yet none owns 5% of the company, the threshold for the principal stockholders’ table in Anthropic’s S-1. That is unusual for a tech offering, where lead venture investors typically hold double-digit stakes. Anthropic’s size explains it: at a $965 billion private valuation, a 1% stake is worth nearly $10 billion, and Menlo’s roughly $14 billion position amounts to only about 1.5% of the company, according to recently reported Bloomberg figures.
Instead, large stakes went to strategic partners that are also Anthropic’s business partners. Amazon first backed Anthropic in 2023 with a commitment of up to $4 billion, then poured in billions more, structuring much of the investment as convertible notes that turn into shares upon an IPO or sale. Per the S-1, Amazon holds notes with $6.2 billion in principal outstanding as of June 30, which is Anthropic’s entire debt load. As Anthropic’s valuation climbed across funding rounds, the shares those notes will convert into grew far more valuable; Amazon’s own filings valued the note holdings at $97.9 billion as of June 30.
Anthropic had to record the rising value of what it owes, reporting adjustments on its income statement under “change in fair value of convertible notes, derivative liabilities, and SAFEs,” a line totaling $72.4 billion for the first half of 2026. The charge is non-cash, meaning no money left the company. The notes could convert into as many as 1.84 billion shares, according to the S-1, but a cap limits Amazon to 12% of Anthropic’s “partially diluted” share count, which includes some unissued shares such as stock options. Amazon can waive the cap, and notes that cannot convert will stay outstanding and convert in later quarters under the same limit.
The notes are only part of Amazon’s position. Amazon’s quarterly report for the period ended June 30 shows it invested a further $10 billion in nonvoting preferred stock in the second quarter, putting $5 billion into each of Anthropic’s last two funding rounds. Combined with $8 billion invested in the notes from 2023 through 2025, Amazon’s total investment comes to about $18 billion. Amazon will also keep earning significant revenue from Anthropic, which has committed to spend at least $110 billion on AWS over the next 10 years.
Google is set for a major windfall as well. Court filings reported by The New York Times showed the search giant held about 14% of Anthropic as of early last year, and it has invested more since, including $10 billion in April. PitchBook analyst Harrison Rolfes told TechCrunch he estimates Google’s current stake at closer to 8%, likely diluted by subsequent massive funding rounds. Google has also secured at least $114 billion in cloud commitments from Anthropic through 2033.
The S-1 makes clear that the biggest winners of Anthropic’s IPO may well be tech giants like Amazon, which backed a would-be rival early and now sells it much of the computing power it runs on. The filing itself warns that some of those cloud providers also build rival AI models and may not always want the same things Anthropic does.
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