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Anthropic S-1: Amazon's $6.2 billion in notes now worth $97.9 billion

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Anthropic S-1: Amazon's $6.2 billion in notes now worth $97.9 billion

3 Key Points

  1. What happened

    Anthropic's S-1 shows Amazon holds convertible notes with $6.2 billion in principal outstanding, valued at $97.9 billion as of June 30, convertible into up to 1.84 billion shares, capped at 12% of Anthropic's partially diluted share count.

  2. Why it matters

    The gap between the notes' principal and their fair value reflects how much the shares they will convert into have appreciated, making Amazon likely the single largest financial beneficiary of the listing, per the S-1.

WHO IT HITSAmazon's balance sheet and its AWS cloud unit stand to gain, since the notes could convert into a stake capped at 12% and Anthropic has committed to spend at least $110 billion on AWS over the next 10 years.

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Context & Analysis

Anthropic's S-1 lays out a cap that limits Amazon to 12% of the company's partially diluted share count. Any notes that cannot convert under that ceiling stay outstanding and convert in later quarters, subject to the same limit. Amazon can waive the cap, the filing notes.

Beyond the notes, Amazon invested $10 billion in nonvoting preferred stock during the second quarter by putting $5 billion into 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. The S-1 also notes that some cloud providers building rival AI models may not always want the same things Anthropic does, a risk factor the filing itself raises.

FAQ
How much has Amazon invested in Anthropic in total?
Amazon's total investment is about $18 billion, including $8 billion in notes from 2023 through 2025 and $10 billion in nonvoting preferred stock in the second quarter.
Why did Anthropic record a $72.4 billion charge?
The charge reflects the growing fair value of its convertible notes and similar liabilities for the first half of 2026. It is non-cash, meaning no money left the company.
What cloud spending commitments has Anthropic made?
Anthropic has committed to spend at least $110 billion on AWS over the next 10 years and at least $114 billion on Google Cloud through 2033.
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