Anthropic S-1: Amazon and Google Stakes, Notes and Rights

Anthropic’s October 26, 2026 S-1 treats Amazon and Google as large economic owners of non-voting stock, not as governors. The mechanism is deliberate: early money came in as deeply discounted convertible notes and non-voting preferred series that flip into Class N common at the IPO, while a contractual ownership cap, a waiver right, and rollover notes keep either partner from crossing a pre-agreed ceiling unless it chooses to. Control stays with a Founder LLC (50.1% of the ordinary vote via one Class F share) and the Long-Term Benefit Trust (majority of the board via Class T). The filing blanks the exact post-conversion percentages, which is why press stake estimates still disagree with each other and with the caps written into the notes.

How the S-1 describes Amazon’s instruments

Amazon’s position is a stack of old notes that never fully converted, plus later preferred purchases that reduced a new facility rather than drawing it. As of June 30, 2026, every note still outstanding was a non-interest-bearing Amazon rollover note with $6.203 billion of principal—about $2.186 billion under the 2023 note purchase agreement and $4.017 billion under the 2024 agreement—carried on Anthropic’s books at $108.6 billion of fair value. That fair-value mark, not cash interest, is why the notes dominate the income statement.

• The September 2023 Amazon NPA allowed up to $4.0 billion of convertible notes in two tranches. The November 2024 Amazon NPA allowed up to another $4.0 billion in three tranches, of which Anthropic issued about $1.3 billion (November 2024), $1.3 billion (May 2025), and $1.4 billion (November 2025). Second and third 2024 tranches are non-interest-bearing and mature in May 2035 and November 2035 unless earlier converted.
• Pre-split, those notes convert into non-voting redeemable convertible preferred at the lesser of a fixed price—$20.9280 per share for 2023 notes, $50.4779 for 2024 notes—and the price in the most recent preferred or qualified equity financing, subject to Amazon’s ownership cap. After the 10-for-1 split of Class A and Class N effected September 17, 2026, the fixed prices used at the IPO are $2.0928 and $5.0478. Before the cap, $6.2 billion of principal implies about 1.84 billion Class N shares (Finrep calculates 1,840,444,962).
• At the offering, notes convert into non-voting Class N at the lower of the fixed price and the IPO price, but only up to a 12% ownership cap that Amazon may waive. Any balance that would breach the cap stays outstanding as a rollover note, converts at each fiscal-quarter end at the lowest of the fixed price, the IPO price, and the 10-day trailing volume-weighted average price, still subject to the cap, and is repaid in cash at maturity if it never converts. Anthropic may not prepay without the holder’s consent. Maturity on the 2026-form notes is ten years from issuance.
• In May 2026 Amazon put $5.0 billion into Series H redeemable convertible preferred. That purchase cut the amount still available under the April 20, 2026 Amazon facility from $20 billion to $15 billion. As of June 30, 2026, nothing had been issued under that 2026 facility. Draws are tied to compute-capacity milestones and settle in Class N at the 30-day trailing VWAP of Class A, again subject to the 12% cap.
• Preferred that is non-voting (Series B, C-2, D-3, E-2 through E-5, F-2, G-2, G-3, G-4, H-2 and related series) converts into Class N immediately before the IPO; voting preferred series convert into Class A. Class N has the same economics as Class A and no vote except as required by law. It becomes voting Class A only if sold or transferred to an unaffiliated third party.

The economic implication is that Amazon’s conversion price is an order of magnitude below the last private round. Series H was issued at $589.0095 per pre-split share; post-split, that is on the order of $59, against note conversion prices of roughly $2–$5. The S-1 therefore describes a cheap equity option dressed as debt, not a conventional creditor claim. Because Anthropic elected the fair-value option, each rise in its own valuation increases the liability and runs through earnings. The $72.4 billion H1 2026 fair-value charge is mostly that mechanism; operating loss for the half was only $693 million.

How the S-1 describes Google’s instruments

Google’s older notes have already converted into named non-voting preferred series. What remains is preferred already purchased, a large undrawn facility, and an IPO option that can shrink that facility dollar for dollar.

• Under the September 2023 Google NPA, notes of up to $2.0 billion were issuable in three tranches: $500 million (September 2023), $750 million (September 2024), and $750 million (September 2025). In the 2025 Series E-1 financing, the first two tranches converted in full into 12.7 million Series E-3 shares at $44.8692 and 15.3 million Series E-4 shares at $50.4779, both contractual discounts to the Series E-1 original issuance price of $56.0865. The third tranche ($750 million still outstanding at December 31, 2025) converted in January 2026, with the Series G-1 closing, into 3.3 million Series G-4 shares at $233.2228.
• A Google 2024 note that bore 8.5% interest, compounded annually, and matured in August 2030 unless converted, converted in the same Series E-1 financing into 24.2 million Series E-5 shares at $53.2822, again a discount to $56.0865.
• In May 2026 Google invested $10.0 billion in the Series H financing. That purchase reduced the amount available under the March 31, 2026 Google NPA to $20.0 billion. As of June 30, 2026, no non-voting common stock or notes had been issued under the 2026 agreement. The original facility is described in the exhibits as $30 billion, calculated as $40 billion less what Google invested in Series G; the S-1’s $20 billion remaining figure is the post–Series H residual.
• The 2026 agreement runs through December 31, 2030. Notes under it can carry 9% interest. Google’s stake is capped at 14.99% of fully diluted capitalization unless Google elects otherwise. Amounts that would exceed the cap are funded with 0% rollover notes maturing ten years from issuance, which convert into Class N at each quarter-end once Anthropic is public. In a sale of the company other than an IPO, Google can take 125% of principal and accrued interest in cash.
• Google also holds an “IPO Acceleration Option” to buy up to $10 billion of Class N in a private placement concurrent with the offering, at the IPO price, on at least 20 days’ notice. Exercising it reduces the remaining facility by the same amount. After the listing, Google may elect either a convertible note on terms to be mutually agreed or Class N at the 30-day trailing VWAP of Class A. Revenue-linked draws can be deferred to February 6, 2029. The same agreement included a commitment to sell Google 38.6 million Series G-2 shares at $259.1364 (about $10 billion).
• Conversion shares are non-voting on change-of-control matters except where law or the charter requires a vote, and the conversion documents cannot impose non-compete, non-solicit, or non-hire covenants on Google beyond customary confidentiality.

Google’s path is therefore the inverse of Amazon’s residual notes. Most of Google’s 2023–24 principal has already become discounted non-voting preferred (Series E-3, E-4, E-5, G-4, and later G-2 and H). Amazon still holds the cheap unconverted principal that creates the $108.6 billion liability. Both end in the same place at the IPO: Class N, not a board seat.

Board, consent, and investor-rights provisions tied to these holdings

The rights that travel with these holdings are economic and contractual, not governance rights over the company. The S-1 states that after preferred and notes convert, Amazon and Google will each hold greater than 5% of outstanding capital stock, in non-voting Class N. Exact share counts and percentages are blank in this filing, so the document itself does not rank them against other holders.

• Class N has no vote except as required by law. It converts into voting Class A only on an open-market sale or transfer to an unaffiliated third party. That is the structural answer to “do they control Anthropic?”: not through these shares.
• Amazon has neither a board seat nor an observer seat. Reporting on the filing states that directly. Google’s earlier position, stated by Anthropic itself in 2025 antitrust filings, was no voting rights, no board seat, and no board observer, with a stake then capped near 15%. The S-1 does not hand either partner a designation right. The board majority is elected by the Long-Term Benefit Trust through Class T; the remaining directors and ordinary stockholder votes sit with the Founder LLC’s Class F share (50.1%). Spark Capital’s Yasmin Razavi is the venture director named in coverage of the filing, not an Amazon or Google designee.
• What they do have is holder-level consent on their own paper: Anthropic cannot prepay Amazon notes without Amazon’s written consent; ownership caps are waivable only by the holder; Google’s IPO option and the choice between notes and stock on post-IPO draws are Google elections. The 2026 agreements include forms of registration rights. In a non-IPO sale, Google’s 125% cash put is a creditor-style protection, not a veto over ordinary course operations.
• The S-1’s own risk factors treat the overlap as a conflict, not as control: Amazon and Google are simultaneously investors, compute suppliers, marketplace distributors, and competitors (Nova and Gemini). Anthropic has committed to spend at least $110 billion with Amazon through April 2036 and at least $114.5 billion with Google through July 2033, in both cases regardless of actual usage. Those purchase commitments are larger than the equity checks and are the practical leverage, not a preferred-stock consent right.

For anyone trying to read “investor rights” the way a venture round is usually read—board seat, protective provisions on new issuances, drag/tag, information rights that become public-company observer rights—the S-1’s answer is that those governance hooks were designed out. The substitutes are the ownership cap, the cheap conversion price, registration rights, and the multi-year take-or-pay compute contracts.

Cross-check against cumulative investment and estimated stakes

Cash invested and percentage owned are different numbers, and the S-1 is much clearer on instruments than on either investor’s fully diluted share. Public reporting fills the cash side from Amazon’s own filings and from secondary reads of the S-1, and then estimates stakes that the blank capitalization table does not confirm.

Amazon’s Q2 2026 Form 10-Q is the cleanest cash reconciliation: $8 billion of convertible notes bought from the third quarter of 2023 through the fourth quarter of 2025, plus $5 billion of Series G non-voting preferred and $5 billion of Series H non-voting preferred in the second quarter of 2026, totaling $18 billion as of June 30, 2026. The Series H check is what left $15 billion available under a facility capped at $20 billion. Secondary analyses of Amazon’s filings put the June 30, 2026 carrying value at about $190.4 billion, split roughly $97.9 billion of convertible notes and $92.5 billion of non-voting preferred. That holder-side carrying value is not the same as Anthropic’s $108.6 billion issuer-side fair value of the notes alone; the two books use different accounting, and Amazon’s preferred is marked for observable price changes rather than carried at Anthropic’s note fair value.

Google’s cash total is less cleanly stated by Alphabet and has to be rebuilt from the S-1. One reconstruction from the filing’s described instruments is about $13.3 billion before the Series G-2 commitment: $2.0 billion of 2023 notes, about $1.3 billion on the 2024 note, and $10.0 billion of Series H. Adding the contracted 38.6 million Series G-2 shares at $259.1364 (about $10 billion) moves the total toward the “about $23 billion invested” figure used in same-day coverage of the prospectus. Office Chai reads the S-1 as roughly $10 billion of Series G-2 in March 2026 plus $10 billion of Series H in May 2026, on top of the earlier note conversions. Those readings can be reconciled if “invested” sometimes includes converted notes at principal and sometimes includes the G-2 commitment as closed; they cannot all be true as a single cash number without the blank share table.

Stake estimates diverge more sharply, and the divergence is the point of the caps:

• The S-1 will only say each will hold more than 5% after conversion, in Class N. It does not publish the percentage.
• Notes alone, before the cap, are about 10.9% of fully diluted shares as of June on one read of the filing, and conversion is blocked if it would push Amazon’s total ownership above 12% unless Amazon waives.
• PitchBook’s calculation that full conversion would leave Amazon with roughly one-fifth of outstanding shares describes the uncapped math, not the contract. That one-fifth figure and Office Chai’s cited analyst range of 15–21% for Amazon post-IPO both sit above the 12% cap. They are estimates of what Amazon would own if it waived, or of pre-cap dilution, not of what the notes automatically deliver.
• Google is described as holding approximately 7% in PitchBook’s read of the filing, with an option to buy another $10 billion of non-voting stock at the IPO price, against a 14.99% cap it can waive. That 7% is hard to square with the 2025 court-filing figure of about 14% on roughly $3 billion invested, unless the 2026 mega-rounds diluted Google and the later $10 billion checks have not yet been fully reflected in a single percentage. Office Chai’s 10–15% analyst range for Google sits inside the contractual cap; the old 14% figure does not describe the post–Series H cap stack by itself.
• Headline cash figures in the press also slip. NDTV’s “Amazon has invested $13 billion” undercounts the second $5 billion preferred purchase that Amazon’s 10-Q includes in the $18 billion total. Yahoo’s “up to $15 billion” of additional Amazon financing is the remaining facility, not a new $15 billion on top of an undrawn $20 billion.

The practical divergence: the S-1 is a cap-and-instrument document. Press stake ranges that ignore the 12% and 14.99% ceilings, or that treat Amazon’s $190 billion carrying value as if it were a disclosed ownership percentage, are estimating a waiver scenario or a pre-dilution world the filing does not adopt. Amazon has never stated its percentage. Anthropic has not filled in the percentage columns.

Where the S-1 and the press actually part company

Three gaps matter more than the rest.

First, principal versus value. Press and Amazon’s disclosures correctly say Amazon has put in about $18 billion of cash and carries the position near $190 billion. The S-1’s headline liability is $108.6 billion of fair value on $6.2 billion of remaining note principal. Those are not competing estimates of the same thing. Using the carrying value as “what Amazon owns” overstates the legal claim; using principal understates the shares the notes can become. The conversion math—about 1.84 billion Class N shares before the cap, at roughly $2–$5 versus a post-split Series H price near $59—is the number that will dilute public buyers if the cap is waived or filled over subsequent quarters.

Second, the cap versus the “15–21%” narrative. Contractual automatic conversion stops at 12% for Amazon and 14.99% for Google unless the holder waives. Analyst ranges above those caps are scenarios, not descriptions of the notes as written. The S-1 also leaves open that uncapped balances remain outstanding and keep converting quarterly after the listing, so a waiver is not the only way the economic stake can keep growing—it can grow later, still inside the cap, as the share count and price path allow. Any notes left outstanding stay at fair value, so the non-cash charge does not necessarily end on listing day.

Third, governance folklore versus the filing. Older reporting that Google was capped near 15% with no board seat or observer is consistent with the direction of the S-1, and current coverage of the filing says Amazon likewise has no board or observer seat. What the S-1 adds, and some cumulative-investment stories still omit, is that the economic claim is now large enough to be a greater-than-5% holder twice over, while the vote and the board are structurally elsewhere. The investor-rights package tied to these holdings is the cap, the conversion price, registration rights, prepayment consent, and the 125% sale put—not a consent right over Anthropic’s strategy. The consent that actually binds Anthropic’s future cash is the compute commitment: at least $110 billion to Amazon through April 2036 and at least $114.5 billion to Google through July 2033, payable regardless of usage.

Until an S-1/A fills in the price range, the share count, and the pro forma ownership table, any percentage more precise than “greater than 5%, non-voting, and capped at 12% or 14.99% unless waived” is an estimate, not a filing fact. The filing’s own mechanism is already enough to see the trade: Amazon and Google financed a cheap, capped, non-voting claim and a giant take-or-pay cloud contract; the founders and the trust kept the vote and the board.

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Recent Findings Supplement (October 2026)

Anthropic filed its preliminary S-1 on October 26, 2026, providing the first detailed public breakdown of Amazon’s and Alphabet/Google’s complex, multi-year holdings via convertible notes, preferred stock series, and related facilities.[1][2]

This filing (and contemporaneous Amazon 10-Q disclosures) updates prior public estimates with precise figures as of June 30, 2026, conversion mechanics, ownership caps, and undrawn commitments, while highlighting non-voting structures and cloud spending obligations that tie the relationships together.[3][4]

Amazon’s Holdings: Notes, Conversions, and Caps

Amazon’s position combines early convertible notes (starting 2023) with later preferred stock purchases. The S-1 shows ~$8 billion in notes issued through 2025, with $6.2 billion principal still outstanding as of June 30, 2026. These are slated to convert at the IPO into nonvoting shares (potentially ~1.84 billion shares or ~10.9% fully diluted as of June, subject to adjustment), subject to a 12% total ownership cap that Amazon can waive. Any excess would remain as notes convertible post-IPO.[1][3]

In Q2 2026, Amazon converted portions into two $5 billion investments in nonvoting preferred stock (Series G and H), bringing cumulative cash invested to ~$18 billion as of June 30, 2026—consistent with Amazon’s own 10-Q reporting.[2][5]

Amazon’s 10-Q further shows carrying values of ~$190.4 billion ($92.5 billion preferred + $97.9 billion notes) and significant unrealized gains (e.g., a $16.8 billion non-cash gain on the preferred conversion). An additional Amazon 2026 NPA provides up to $20 billion more (reduced to $15 billion available after the Series H purchase), drawable in $5 billion tranches tied to compute capacity milestones.[5][6]

Implication for competitors or entrants: These structures lock in massive non-controlling economic exposure plus compute commitments ($110 billion minimum AWS spend through 2036), creating deep interdependence that is hard to replicate without similar scale and strategic alignment.

Google/Alphabet’s Holdings: Preferred Purchases and Option Structure

Google’s involvement includes earlier note conversions into preferred stock and newer direct purchases. The S-1 details a March 2026 ~$10 billion Series G-2 preferred investment and a May 2026 $10 billion Series H preferred investment.[1][4]

A March 2026 Google 2026 NPA allows up to $30 billion in convertible notes or nonvoting common stock (reduced to $20 billion available after the Series H purchase; none drawn as of June 30). Google also holds an option to buy up to $10 billion in Class N common stock via private placement at the IPO price concurrent with the offering, which would further reduce NPA availability.[2][3]

Ownership is capped at 14.99% (waivable), with earlier reports noting a prior ~14% stake built quietly and capped near 15% without voting rights or board seats. Cumulative Google investment is reported around $23 billion in recent analyses cross-referenced to the filing.[7][8]

Implication: The IPO-timed option and rolling NPA give Google flexible additional exposure at public valuation while preserving the non-voting, capped structure—useful for strategic cloud partners seeking influence without control.

Conversion Terms, Share Classes, and Rights Provisions

Notes and facilities generally convert into nonvoting Class N common or preferred stock with economic rights but no voting power. Amazon’s notes have a 12% cap; Google’s latest agreement has a 14.99% cap (both waivable). Earlier Google notes converted into specific Series E-3/E-4 nonvoting preferred at defined prices (~$44.87 and $50.48 per share).[9][10]

Neither investor receives board seats, observer rights, or voting rights. The S-1 flags these intertwined investor-customer-competitor relationships as risk factors. Anthropic uses multiple share classes (including founder-controlled Class F with majority voting power and Class N for these strategic holders) to maintain founder control while accommodating large economic stakes.[4][11]

Investor rights appear limited to standard protective provisions in the note purchase agreements (e.g., maturity, conversion mechanics, sale-of-company options like 125% cash for Google in certain scenarios), with no broad consent/veto rights highlighted for day-to-day governance.[10]

Implication: This setup allows Big Tech to deploy capital and secure compute deals without triggering governance or antitrust concerns, a model that future AI startups may need to emulate or navigate when seeking similar partnerships.

Cross-Checks with Public Reporting and Estimated Stakes

Amazon’s 10-Q and S-1 figures align closely on the $18 billion cumulative (notes + preferred). Google’s ~$20–23 billion range matches S-1-described purchases plus prior activity. Analyst estimates around the filing project post-IPO stakes of ~15–21% for Amazon and ~10–15% for Google (at a hypothetical $2 trillion valuation, implying enormous paper values).[1][5]

The S-1 reconciles total capital raised (~$141 billion) to include the $11.3 billion in Amazon/Google convertible note proceeds (with ~$5 billion converted and $6.2 billion remaining principal carried at high fair value on the balance sheet). Minor differences appear in exact series labeling or timing across reports, but core economics are consistent.[12]

Cloud commitments add another layer: ≥$110 billion to Amazon (to 2036), ≥$114.5 billion to Google (to 2033), plus Microsoft exposure—totaling hundreds of billions when combined with marketplace revenue (48% of H1 2026 revenue via the three clouds).[5][8]

Implication: Press estimates of stakes and values are directionally accurate but the S-1 supplies granular mechanics (caps, conversion quantities, undrawn facilities) that were previously opaque, reducing uncertainty for IPO pricing while underscoring concentration risks.

Recent Context and What Has Changed

Prior to the October 26, 2026 S-1, details were pieced together from Amazon/Google quarterly filings, leaks, and partial announcements (e.g., 2025–early 2026 note issuances and preferred rounds). The filing is the primary new data point, confirming and expanding on Q2 2026 activity, adding the IPO-timed Google option and precise note conversion math, and quantifying cloud obligations.[2][13]

No major policy or regulatory shifts specific to these holdings are noted in the immediate post-filing coverage; the emphasis is on disclosure transparency ahead of the planned Nasdaq listing (ticker ANT).[11]

For anyone evaluating or competing in this space, the S-1 illustrates how AI labs can raise enormous sums from hyperscalers while using share class engineering and caps to limit influence—creating both moats (via committed spend and capital) and vulnerabilities (dependency and valuation sensitivity).