Anthropic's prospectus shows Amazon's convertible notes carrying value reaches $97.9 billion

Anthropic's IPO is imminent, and many venture capital firms stand to gain billions of dollars from it—but the real biggest winner is likely someone else: Amazon.

According to a Yahoo Finance report on October 27, thanks to a unique convertible bond structure, the book value of Amazon's stake in Anthropic has reached as high as $97.9 billion, far exceeding that of any venture capital firm, making it the number one beneficiary of this AI unicorn's IPO bonanza.

According to the S-1 prospectus filed by Anthropic, Amazon holds convertible bonds with an outstanding principal balance of $6.2 billion, which also constitutes all of Anthropic's current debt. However, as Anthropic's valuation has continued to soar across multiple funding rounds, the value of the shares corresponding to these convertible bonds has expanded substantially. As of June 30, 2026, Amazon valued the above convertible bond holdings at $97.9 billion in its own financial filings. As a result, Anthropic's income statement for the first half of 2026 recorded a non-cash expense of as much as $72.4 billion under the line item "changes in fair value of convertible bonds, derivative liabilities and SAFEs."

Meanwhile, Google will likewise reap substantial returns from Anthropic's IPO. Although several venture capital firms will see considerable absolute gains, none of them reaches the 5% threshold for disclosure as a major shareholder, reflecting the highly diluted equity structure beneath Anthropic's nearly trillion-dollar valuation.

Venture capital firms reap rich returns, yet none ranks among major shareholders

Anthropic's S-1 filing reveals a rare phenomenon: several well-known venture capital firms, including Menlo Ventures, Sequoia, Sound Ventures and Spark Capital, all fall below the 5% threshold for major shareholder disclosure. This is extremely rare in tech company IPOs—typically, lead venture investors hold double-digit percentage stakes in the companies they back.

The reason lies in Anthropic's sheer size. At a private valuation of $96.5 billion, a 1% stake is worth nearly $10 billion. According to a previous Bloomberg report, Menlo Ventures holds about $14 billion, but that amounts to only about 1.5% of Anthropic's equity. In other words, even the venture capital firm with the richest paper gains appears negligible in terms of ownership percentage.

Amazon: convertible bond structure locks in excess returns

As early as 2023, Amazon committed to investing up to $4 billion in Anthropic, and has continued to increase its commitment since. Unlike traditional equity investment, Amazon structured most of its investment as convertible bonds—debt that converts into equity upon an IPO or sale.

The S-1 filing shows that these convertible bonds can be converted into up to 1.84 billion Anthropic shares. However, the conversion cap limits Amazon's stake to within 12% of Anthropic's "partially diluted" share capital, and Amazon may elect to waive this cap. The portion that cannot be converted beyond the cap will remain outstanding as debt and be converted in subsequent quarters, subject to the same limitation.

Beyond the convertible bonds, Amazon also invested an additional $10 billion in the second quarter of this year to subscribe for non-voting preferred shares, participating in each of Anthropic's two most recent $5 billion funding rounds. Adding the $8 billion invested in convertible bonds between 2023 and 2025, Amazon's total investment in Anthropic amounts to approximately $18 billion.

Cloud computing commitments add up, Amazon's gains extend far beyond equity

Beyond equity returns, Amazon will also continue to reap substantial commercial returns from Anthropic's business expansion. Anthropic has committed to spending at least $110 billion cumulatively on AWS over the next decade. This means Amazon is not only one of Anthropic's largest shareholders, but also its most important cloud computing service provider.

Google likewise enjoys dual benefits. According to court documents cited by The New York Times, Google held about 14% of Anthropic's equity in early last year, and has continued to increase its stake, investing another $10 billion in April this year. PitchBook analyst Harrison Rolfes told TechCrunch that after dilution across multiple large funding rounds, he estimates Google's current stake at about 5.6%. At the same time, Google has secured a cumulative cloud computing commitment from Anthropic of at least $114 billion through 2033.

Strategic investors dominate, potential conflicts of interest draw attention

Anthropic's S-1 filing itself also flags risks related to the above structure. The document notes that some cloud computing service providers are simultaneously building competing AI models, and their interests may not always align with Anthropic's.

This landscape clearly reveals the deeper logic behind Anthropic's IPO: those truly dominating the distribution of gains from this IPO are not venture capital firms in the traditional sense, but tech giants like Amazon and Google—which are both early investors in Anthropic and its largest infrastructure suppliers, achieving a double lock-in on financial returns and commercial ties. Risk disclosure and disclaimer

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