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Amazon and Cloud Partners Set to Gain Most from Anthropic IPO

Anthropic’s S-1 filing shows that strategic partners, especially Amazon, stand to be the primary financial beneficiaries of its IPO through convertible notes, preferred stock and large cloud contracts.

Amazon and Cloud Partners Set to Gain Most from Anthropic IPO

Anthropic’s S-1 filing indicates that the biggest financial beneficiaries of its public listing are likely to be strategic partners—most notably Amazon—rather than traditional venture capital firms. While several VCs will realize sizable returns, the combination of Anthropic’s massive private valuation and large strategic investments means cloud providers and corporate partners stand to gain the most.

Why VCs hold relatively small percentages

The S-1 shows that firms such as Menlo Ventures, Sequoia, Sound Ventures and Spark Capital are expected to receive multibillion-dollar payouts. Yet none of these venture firms holds 5 percent or more of Anthropic, the threshold for inclusion in the principal stockholders table. That is unusual for a tech IPO, where lead VCs often keep double-digit stakes.

The main reason is Anthropic’s scale: its private valuation is about $965 billion, so a 1 percent stake is worth nearly $10 billion. For example, Menlo’s roughly $14 billion position equates to only about a 1.5 percent stake, according to Bloomberg’s recent reporting.

How Amazon’s investments are structured

Amazon first committed to back Anthropic in 2023 with an investment pledge of up to $4 billion and has since invested billions more. Much of Amazon’s capital was structured as convertible notes rather than up-front equity. These notes convert into shares upon an IPO or sale.

Per the S-1, Amazon held convertible notes with $6.2 billion in principal outstanding as of June 30—representing Anthropic’s total debt. As Anthropic’s valuation rose through successive funding rounds, the shares those notes convert into became far more valuable. Amazon’s own filings valued its note holdings at $97.9 billion as of June 30.

The S-1 states Amazon’s notes could convert into as many as 1.84 billion shares, but a cap limits Amazon to 12 percent of Anthropic’s “partially diluted” share count (which includes some unissued shares, such as options). Amazon can choose to waive that cap; any notes that cannot convert immediately will remain outstanding and convert in later quarters subject to the same limit.

Beyond the notes, Amazon invested $10 billion in nonvoting preferred stock in the second quarter—$5 billion in each of Anthropic’s last two funding rounds—according to Amazon’s quarterly report for the period ended June 30. Combined with roughly $8 billion invested in notes from 2023 through 2025, Amazon’s total disclosed investment in Anthropic is about $18 billion.

Ongoing cloud revenue commitments

Aside from potential stock gains, Amazon stands to collect substantial revenue from Anthropic: Anthropic has committed to spend at least $110 billion on Amazon Web Services (AWS) over the next 10 years.

Google also appears set to benefit significantly. Court filings reported by The New York Times showed Google held about 14 percent of Anthropic as of early last year and it invested an additional $10 billion in April. PitchBook analyst Harrison Rolfes told TechCrunch he estimates Google’s current stake may be closer to 5.6 percent after dilution in subsequent large funding rounds. The S-1 also indicates Anthropic has secured at least $114 billion in cloud commitments from Google through 2033.

Implications and risks

The S-1 makes clear that, while venture capital backers will see large paydays, the biggest winners from Anthropic’s IPO could be the very tech giants that backed the company early and supply much of the computing infrastructure it uses. The filing also warns that some of those cloud providers build competing AI models, so their commercial and strategic interests may not always align with Anthropic’s.

Conclusion

Anthropic’s disclosure paints a picture of an unconventional IPO beneficiary mix driven by an extremely high private valuation and large strategic investments. Corporate partners that are both investors and infrastructure providers—particularly Amazon and Google—are positioned to capture substantial financial upside and recurring revenue, while traditional VCs hold smaller percentage stakes than is typical in tech IPOs.