Anthropic IPO filing reveals Google, Amazon stake terms

Anthropic's long-awaited IPO prospectus, filed Monday, Oct. 26, shows how closely the company's two biggest cloud suppliers are also tied to it as investors. Google holds an option to buy up to $10 billion of stock alongside the offering, and Amazon holds convertible notes that cannot push its stake above 12%, according to CNBC.econotimes.com

The Form S-1 says Anthropic plans to list Class A shares on the Nasdaq Global Select Market ↗ 2.11% under the symbol "ANT." It has not yet set a share count or price range, EconoTimes reported.cnbc.com

Google's IPO option

In March, Anthropic gave Google, a unit of Alphabet ↘ 0.97%, the right to buy up to $10 billion of Class N common stock at the IPO price in a private placement that would close at the same time as the offering, CNBC reported. If Google uses the option, the $20 billion in notes still available to it under a separate financing agreement would shrink by the same amount. Under that agreement, any new shares are capped at 14.99% ownership, a limit Google can waive, Yahoo Finance noted. The filing shows Google invested $10 billion in Anthropic's Series H round in May, which brought the facility down from its original $30 billion, according to Kepler's breakdown of the S-1.finance.yahoo.com+2

Amazon's notes and cap

Amazon Amazon.com, Inc. ↗ 0.44% holds about $6.2 billion in outstanding convertible notes that could turn into roughly 1.84 billion nonvoting shares at the IPO. Conversion stops at a 12% ownership cap, which Amazon can waive, and any notes blocked by the cap stay outstanding and can convert later, Yahoo Finance reported. The notes were carried at $108.6 billion as of June 30, which helps explain a $72.4 billion fair-value charge in Anthropic's $80.7 billion first-half net loss, Fortune reported. Amazon has also agreed to provide up to $15 billion more in financing, released in $5 billion tranches, per CNBC. Amazon's own quarterly filing shows $18 billion invested in total, made up of notes plus Series G and Series H preferred stock, EconoTimes found.fortune.com+3

Suppliers and shareholders

Both companies are also on the other side of Anthropic's biggest bills. Anthropic has committed to spend at least $110 billion on Amazon Web Services through April 2036 and about $115 billion with Google through 2033, Mother Jones reported. Cloud marketplaces brought in 48% of Anthropic's revenue in the first half of 2026, up from 11% in 2023. The filing describes Amazon, Google and Microsoft ↗ 1.54% as both business partners and competitors, according to EconoTimes. Anthropic's other note agreements include $42 billion linked to Broadcom ↗ 2.33% that can be used only for lease rent, Kepler noted. How large Amazon's and Google's stakes end up after the listing will depend on final share data the S-1 has not yet disclosed.motherjones.com+2