Startups & Funding

Amazon's $18 Billion Anthropic Bet Is Now Worth $97.9 Billion

Amazon holds $6.2 billion in Anthropic convertible notes valued at $97.9 billion, plus $10 billion in preferred stock. No VC firm even owns 5% of the company.

VCs will make billions on Anthropic’s IPO, but Amazon is set to make much (much) more
VCs will make billions on Anthropic’s IPO, but Amazon is set to make much (much) morekewl / pixabay
By James Calloway5 min read

Why it matters

  • Amazon's convertible notes in Anthropic carry $6.2 billion in principal but are valued at $97.9 billion as of June 30, per its own filings.
  • Amazon invested roughly $18 billion total: $8 billion in notes (2023–2025) plus $10 billion in nonvoting preferred stock across Anthropic's last two funding rounds.
  • Anthropic committed to spend at least $110 billion on AWS over 10 years; Google secured at least $114 billion in cloud commitments through 2033.
  • No VC investor — including Menlo Ventures, Sequoia, Sound Ventures and Spark Capital — owns 5% of Anthropic, per the S-1.
  • Anthropic's $72.4 billion first-half 2026 charge for convertible note fair value is non-cash but reflects what it owes Amazon.

Amazon values its convertible notes in Anthropic at $97.9 billion as of June 30 — against just $6.2 billion in principal outstanding, according to Amazon's own filings. That gap, more than any other number in Anthropic's IPO paperwork, explains who actually wins when the AI company goes public. And it is not the venture capitalists on the cap table.

Anthropic's S-1 shows that none of its venture backers — Menlo Ventures, Sequoia, Sound Ventures, Spark Capital — owns 5%, the threshold for appearing in the principal stockholders' table. That is highly unusual. In a typical tech IPO, lead venture investors hold double-digit-percentage stakes in the startups they backed. The explanation is scale, not neglect: at Anthropic's $965 billion private valuation, a 1% stake is worth nearly $10 billion. Menlo's roughly $14 billion position, per recently reported Bloomberg figures, amounts to only about 1.5% of the company.

The firms will still collect billions. But the structure tells a story: Anthropic sold its largest positions not to financial investors but to strategic partners — companies that are also its business partners. The takeaway is simple. The IPO's biggest financial beneficiary is likely Amazon.

How did Amazon build a $97.9 billion position?

Amazon first backed Anthropic in 2023 with a commitment to invest up to $4 billion. It has since poured in billions more. Crucially, Amazon structured much of its investment as convertible notes — a type of debt that converts into shares upon an IPO or sale — rather than taking stock upfront.

That structure paid off as Anthropic's valuation soared across successive funding rounds. The shares those notes will convert into became far more valuable, which is why Amazon's filings now carry the holdings at $97.9 billion. The notes constitute Anthropic's entire debt load: $6.2 billion in principal outstanding as of June 30, per the S-1.

Here is the accounting wrinkle that follows. As the notes appreciated, Anthropic had to record the growing value of what it owes. The company reported those 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. Even so, a $72.4 billion paper loss in six months shows how heavily the cap table now leans on Amazon's instrument. The takeaway: Anthropic's reported losses and its investor's windfall are two views of the same liability.

What happens at conversion?

Amazon's notes could convert into as many as 1.84 billion shares, according to the S-1. A cap limits Amazon to 12% of Anthropic's "partially diluted" share count — a figure that counts some shares not yet issued, such as stock options. Amazon can waive the cap, and notes that cannot convert at listing will stay outstanding and convert in later quarters, subject to the same limit.

The notes are only part of the position. Amazon also invested $10 billion in nonvoting preferred stock (a type of equity) in the second quarter, per its quarterly report for the period ended June 30 — $5 billion in 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 about $18 billion.

An $18 billion outlay against a $97.9 billion note valuation alone, before counting the preferred shares, is the kind of return VCs spend careers chasing. The caveat: that $97.9 billion is a mark, not a realization, and the 12% cap may slow the conversion math. The takeaway: Amazon's gain is enormous on paper, and the cap is the one brake in the machinery.

Where does the money flow after the IPO?

Stock gains are not the whole relationship. Anthropic has committed to spend at least $110 billion on AWS over the next 10 years, meaning Amazon will keep earning significant revenue from the company it backs — a circularity that is now the dominant structure of frontier-AI finance.

Google sits in a similar position. The search giant held about 14% of Anthropic as of early last year, according to court filings reported by The New York Times, and has invested more since, including $10 billion in April. Google was likely diluted in the subsequent massive funding rounds; PitchBook analyst Harrison Rolfes told TechCrunch he estimates its current stake at closer to 5.6%. Google has also secured at least $114 billion in cloud commitments from Anthropic through 2033 — a figure that, like Amazon's, exceeds the equity at stake in dollar terms.

Why does this matter beyond the windfalls?

The VCs set for massive paydays have little reason to complain; Menlo's ~1.5% alone is a roughly $14 billion position. But the S-1 makes clear that the biggest winners of Anthropic's IPO may well be tech giants like Amazon — companies that backed a would-be rival early on and now sell it much of the computing power it runs on.

The S-1 itself flags the tension. It warns that some of those cloud providers also build rival AI models, and that they may not always want the same things that Anthropic does. That disclosure is not boilerplate; it describes the two largest economic actors in Anthropic's future. The takeaway: Anthropic's independence now depends partly on competitors who hold its debt, its equity and its infrastructure contracts at once.

What to watch next is the conversion mechanics at listing — whether Amazon waives the 12% cap, and how many of the 1.84 billion potential shares convert in the first quarter. Those two variables will determine how much of the $97.9 billion mark becomes realized, disclosed ownership — and how visible Amazon's position is to public-market investors buying the IPO.

Original: sec.gov

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James Calloway

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News editor covering people, launches and day-to-day practice in artificial intelligence and machine learning at AI In Context.

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