Numerous investors anticipate significant financial gains as Anthropic prepares for its initial public offering. Firms such as Menlo Ventures, Sequoia, Sound Ventures, and Spark Capital hold stakes that are projected to yield billions of dollars in returns.
However, according to Anthropic’s S-1 filing, none of these venture capital firms own 5%, the threshold required to be listed among the principal stockholders. This is highly unusual, as typical tech IPOs see lead investors holding double-digit percentage stakes. The reason is the company’s immense scale. At its $965 billion private valuation, a 1% stake is worth nearly $10 billion; consequently, Menlo Ventures' roughly $14 billion position represents only about 1.5% of the company, according to recent Bloomberg reports.
Although the venture firms lack significant percentage stakes, Anthropic sold substantial equity to strategic partners who are also business collaborators. In fact, Amazon is poised to be the single largest financial beneficiary of the IPO.
Amazon initially invested in Anthropic in 2023 with a commitment of up to $4 billion. Since then, the company has invested billions more. To structure this capital, Amazon utilized convertible notes, a form of debt that converts into shares upon an IPO or an acquisition.
The S-1 indicates that Amazon holds convertible notes with a principal balance of $6.2 billion as of June 30, which represents Anthropic’s entire debt load. However, as the company’s valuation soared through successive funding rounds, the value of the shares these notes will convert into skyrocketed. Amazon’s own filings valued its note holdings at $97.9 billion as of June 30.
As the value of Amazon’s convertible notes surged, Anthropic was forced to record the increasing liability on its balance sheet. The company reported these adjustments on its income statement under the line item “change in fair value of convertible notes, derivative liabilities, and SAFEs,” which totaled $72.4 billion for the first half of 2026. This charge is non-cash, meaning no actual capital left the company.
Amazon’s notes have the potential to convert into as many as 1.84 billion shares, according to the S-1. However, a cap limits Amazon to 12% of Anthropic’s “partially diluted” share count, a figure that accounts for shares not yet issued, such as stock options. Amazon has the option to waive this cap. Notes that cannot convert immediately will remain outstanding and convert in subsequent quarters, subject to the same limit.
However, the notes are just one component of Amazon’s holdings. The company further invested $10 billion in nonvoting preferred stock during the second quarter, as reported in Amazon’s quarterly filing for the period ended June 30. This was achieved by investing $5 billion in each of Anthropic’s last two funding rounds. Combined with the $8 billion invested in the notes from 2023 through 2025, Amazon’s total investment amounts to approximately $18 billion.
Beyond its potential stock gains, Amazon will also continue to earn substantial revenue from Anthropic, which has committed to spending at least $110 billion on Amazon Web Services over the next decade.
Google is also poised for a major windfall from the IPO and its cloud computing agreements with Anthropic. The search engine giant held approximately 14% of Anthropic as of early last year, according to court filings reported by The New York Times, and has continued to invest, including $10 billion in April. (Google was likely diluted in subsequent and massive funding rounds, with PitchBook analyst Harrison Rolfes estimating its current stake closer to 5.6% in a conversation with TechCrunch.) The company has also secured at least $114 billion in cloud commitments from Anthropic through 2033.
While venture capitalists expecting massive payouts have little reason to complain, the S-1 makes it clear that the largest winners of Anthropic’s IPO may well be tech giants like Amazon. These companies backed a potential rival early on and now supply the computing power the company relies on.
The S-1 itself cautions that these cloud providers also develop rival AI models and may not always align with Anthropic’s strategic objectives.
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