Anthropic S-1: Amazon's $97.9 billion in convertible notes dwarf all VC stakes ahead of IPO

Anthropic's S-1 filing lays out the ownership picture ahead of the company's public debut, and the standout winner is not a venture capital firm but Amazon, according to TechCrunch's reading of the document.

Venture firms hold unusually small slices

Investors including Menlo Ventures, Sequoia, Sound Ventures and Spark Capital are expected to see multibillion-dollar returns when Anthropic goes public. Yet none of them owns 5% of the company, the threshold for appearing in the S-1's principal stockholders table. TechCrunch describes that as highly unusual: in a typical tech IPO, lead venture backers hold double-digit percentage stakes.

The explanation is Anthropic's sheer size. At its $965 billion private valuation, 1% of the company is worth nearly $10 billion. Menlo's roughly $14 billion position, a figure TechCrunch attributes to recently reported Bloomberg data, amounts to only about 1.5% of Anthropic.

Amazon built its position through notes and preferred shares

Amazon first backed Anthropic in 2023 with a commitment of up to $4 billion and has since poured in billions more. Rather than taking stock upfront, it structured much of its investment as convertible notes, a form of debt that turns into shares upon an IPO or sale.

According to the S-1, Amazon held notes with $6.2 billion in principal outstanding as of June 30, which represents Anthropic's entire debt load. As the company's valuation climbed across successive funding rounds, the shares those notes will convert into became far more valuable: Amazon's own filings valued its note holdings at $97.9 billion as of the same date.

The notes could convert into as many as 1.84 billion shares, but a cap limits Amazon to 12% of Anthropic's partially diluted share count, a measure that includes some shares not yet issued, such as those tied to stock options. Amazon can waive the cap, and notes that cannot convert right away will stay outstanding and convert in later quarters, subject to the same limit.

On top of the notes, Amazon invested $10 billion in nonvoting preferred stock during the second quarter, its quarterly report shows, split as $5 billion across each of Anthropic's last two funding rounds. Combined with the $8 billion it put into the notes from 2023 through 2025, Amazon's total investment comes to roughly $18 billion.

A large but non-cash accounting charge

As the notes gained value, Anthropic had to record the growing worth of what it owes on its books. The income statement includes a line covering changes in the fair value of convertible notes, derivative liabilities and SAFEs, which totaled $72.4 billion for the first half of 2026. TechCrunch notes the charge is non-cash, meaning no money actually left the company.

Google gains from the listing and the cloud deals

Google is also positioned for a major windfall. Court filings reported by The New York Times put its holding at about 14% of Anthropic as of early last year, and it has invested more since, including $10 billion in April. Later, outsized funding rounds likely diluted that position: PitchBook analyst Harrison Rolfes told TechCrunch he estimates the current stake at closer to 5.6%. Google has also secured at least $114 billion in cloud commitments from Anthropic through 2033, while Anthropic has committed to spend at least $110 billion on AWS over the next decade.

Why it matters

The S-1 makes clear that the biggest winners of Anthropic's IPO may be the tech giants rather than the venture funds that typically dominate IPO paydays. Amazon and Google backed a would-be competitor early on and now supply much of the computing power it runs on, earning returns both on equity and through enormous cloud contracts.

It also exposes a structural tension. The S-1 itself warns that some of those cloud providers build rival AI models and may not always want the same things Anthropic does. For a company whose products compete with Amazon's and Google's, being financially entangled with both, to the tune of hundreds of billions in committed cloud spending, is a dependency investors will need to weigh as it becomes a public company.