Amazon Is Set to Make Much More from Anthropic’s IPO Than Venture Firms

When Anthropic goes public, venture capital firms will earn billions. But Amazon is expected to make far more—significantly more—than any single investor. Source: techcrunch.com.

VCs Stand to Win, But Not as Much as Amazon

Major venture firms like Menlo Ventures, Sequoia, Sound Ventures, and Spark Capital hold stakes in Anthropic. These investments are expected to yield massive returns when the company goes public.

Yet, none of these firms owns more than 5% of Anthropic. That’s the threshold for inclusion in the principal stockholders list. In most tech IPOs, lead investors hold double-digit stakes. This is unusual.

Anthropic’s valuation is $965 billion. A 1% stake is worth nearly $10 billion. Menlo Ventures’ position, reported at $14 billion, amounts to about 1.5% of the company. This reflects the immense scale of Anthropic’s valuation and the resulting dilution of individual investor stakes.

This allows them to capture substantial capital gains. In Anthropic’s case, the scale of its valuation means that even large investments are proportionally small in percentage terms. The math is clear: a $14 billion investment in a $965 billion company is only about 1.5%, not a double-digit stake.

Amazon’s Investment Structure

Amazon first committed to invest up to $4 billion in Anthropic in 2023. Since then, it has poured billions more into the AI firm, primarily through convertible notes rather than direct stock purchases.

Convertible notes are a common tool in high-growth startups. They function as debt instruments that convert into equity at a future date—typically during an IPO or a major sale. This structure allows investors to participate in equity upside without immediately committing capital to stock purchases, which can be risky in volatile markets.

This amount represents Anthropic’s entire debt load. The notes are not just a financial instrument—they are central to Amazon’s long-term strategy in AI infrastructure.

How Value Grows on the Books

Anthropic records the increasing value of these notes on its income statement under a line item called ‘change in fair value of convertible notes, derivative liabilities, and SAFEs.’ This adjustment reflects the market’s growing perception of the value of Amazon’s investment, even though no cash has been transferred.

For the first half of 2026, this adjustment totaled $72.4 billion. This is a non-cash charge, meaning the company did not receive any new funds. Instead, it recognized an increase in the value of its liabilities, which is a standard accounting practice when the fair value of a financial instrument rises.

Such adjustments are not unusual in high-growth tech firms. However, the magnitude of $72.4 billion is extraordinary and underscores how rapidly Anthropic’s valuation has expanded. It also illustrates the financial leverage that Amazon gains through its investment structure.

Share Conversion and Caps

Amazon’s notes could convert into up to 1.84 billion shares. However, a cap limits Amazon to 12% of Anthropic’s ‘partially diluted’ share count. This count includes shares not yet issued, such as stock options and employee incentives, which are common in AI startups.

The Anthropic logo is displayed on the screen of a smartphone with the company's branding in the background.. Via original publisher. · Source

The cap is designed to prevent excessive concentration of ownership and to ensure fair treatment of other shareholders. According to Anthropic’s S-1, Amazon has the option to waive this cap, which would allow for a larger equity stake. Such a move would likely require alignment with other shareholders and formal approval, reflecting the strategic nature of the decision.

Notes that do not convert in the initial phase will remain outstanding and convert in later quarters, subject to the same cap. This phased conversion ensures that Amazon’s equity exposure grows gradually, reducing risk and aligning with broader financial planning.

Additional Equity Holdings

This investment came in two $5 billion chunks, one for each of Anthropic’s last two funding rounds. Nonvoting preferred stock gives Amazon a financial stake without granting voting rights, which is common in AI firms where governance is tightly controlled.

Combined with $8 billion in notes from 2023 to 2025, Amazon’s total investment is about $18 billion. This makes Amazon the single largest financial participant in Anthropic’s journey, far exceeding the combined stakes of all venture firms.

Revenue from Cloud Partnerships

Anthropic has committed to spend at least $110 billion on AWS over the next decade. This will generate substantial revenue for Amazon, both through cloud service fees and through the broader ecosystem of AI model deployment and data processing.

Google also stands to benefit. Since then, it has invested $10 billion, including in April. PitchBook analyst Harrison Rolfes told TechCrunch that Google’s current stake is estimated at 5.6%, likely reduced by subsequent funding rounds.

Google has secured at least $114 billion in cloud commitments from Anthropic through 2033. These commitments are not just financial—they represent a strategic alignment where Google will use Anthropic’s AI models to power its own cloud services.

Why This Matters

While venture firms may see large returns, the biggest financial beneficiaries are large tech companies.

Amazon backed a potential rival early on and now sells the AI infrastructure it runs on. This creates a powerful financial and strategic alignment. The IPO highlights how AI startups are not just about innovation. They are also about financial structures and strategic partnerships that reshape tech ecosystems.

Anthropic’s S-1 warns that some cloud providers build rival AI models and that they may not always want the same things that Anthropic does. This raises questions about competition, data sharing, and long-term ecosystem dynamics.

For investors, it underscores that success in AI isn’t just about valuation. It’s about who controls the infrastructure and who benefits from the scale of operations.

Sources & further reading

Featured image: The Anthropic logo is displayed on the screen of a smartphone with the company's branding in the background.. Via original publisher. Image source

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