Anthropic’s IPO: Amazon Poised to Be Biggest Financial Winner as Founders Keep Voting Control

Anthropic’s long-awaited IPO filing lays bare a striking financial reality: the biggest winners may not be the venture capitalists who backed the AI lab early, but Amazon, the tech giant that invested billions and now stands to reap a windfall from both its equity and the computing power it sells to Anthropic.

The company filed its S-1 prospectus with the Securities and Exchange Commission on Monday, ahead of a heavily anticipated public listing. The document runs 335 pages, with roughly 100 pages focused on risks, and values the company at more than $1.5 trillion, according to MIT Technology Review.

**Amazon’s outsized position**

Amazon first backed Anthropic in 2023 with a commitment to invest up to $4 billion, TechCrunch reported. Since then, it has poured billions more into the AI company. Much of that investment was structured as convertible notes—debt that converts into shares upon an IPO or sale—rather than stock taken up front.

According to the S-1, Amazon holds convertible notes with $6.2 billion in principal outstanding as of June 30, which represents Anthropic’s entire debt load. But as Anthropic’s valuation soared across successive funding rounds, the value of those notes ballooned. Amazon’s own filings valued its note holdings at $97.9 billion as of June 30, TechCrunch reported.

That surge forced Anthropic to record the growing value of what it owes on its books. The company reported the adjustments under a line item called “change in fair value of convertible notes, derivative liabilities, and SAFEs,” which totaled $72.4 billion for the first half of 2026. The charge is non-cash, meaning no money left the company.

Amazon’s notes could convert into as many as 1.84 billion shares, according to the S-1. But a cap limits Amazon to 12% of Anthropic’s “partially diluted” share count, a figure that counts some shares not yet issued, such as stock options. Amazon can waive the cap, and notes that can’t convert will stay outstanding and convert in later quarters, subject to the same limit.

The notes are only part of Amazon’s holdings. Amazon invested an additional $10 billion in nonvoting preferred stock in the second quarter, putting $5 billion into each of Anthropic’s last two funding rounds, TechCrunch reported. Combined with the $8 billion it invested in the notes from 2023 through 2025, Amazon’s total investment comes to about $18 billion.

Beyond stock gains, Amazon will continue to earn significant revenue from Anthropic, which has committed to spend at least $110 billion on AWS over the next 10 years.

Google is also set for a major windfall from both the listing and its cloud computing deals with Anthropic. The search giant held about 14% of Anthropic as of early last year, according to court filings reported by The New York Times, and has invested more since, including $10 billion in April. Google was likely diluted in subsequent funding rounds, with PitchBook analyst Harrison Rolfes telling TechCrunch he estimates its current stake at closer to 8%. It has also secured at least $114 billion in cloud commitments from Anthropic through 2033.

**VCs win big, but hold small stakes**

Venture firms including Menlo Ventures, Sequoia, Sound Ventures, and Spark Capital are expected to return billions from their stakes, TechCrunch reported. Yet according to the S-1, none of those firms owns 5% of the company—the threshold for being included in the principal stockholders’ table. That’s highly unusual; in a typical tech IPO, lead venture investors hold double-digit-percentage stakes.

The reason is Anthropic’s size. At its $965 billion private valuation, a 1% stake is worth nearly $10 billion, so Menlo’s roughly $14 billion position is only about 1.5% of the company, according to recently reported Bloomberg figures cited by TechCrunch.

The S-1 itself warns that some cloud providers also build rival AI models and may not always want the same things Anthropic does, TechCrunch noted.

**Founders keep voting control**

While financial control flows heavily to strategic partners, voting control remains firmly in the hands of Anthropic’s founders through a complex governance structure, TechCrunch reported in a separate analysis.

Anthropic is a public benefit corporation—a for-profit company legally allowed to weigh a public mission alongside profit—with the goal of promoting AI safety. The board is chaired by president Daniela Amodei and includes CEO Dario Amodei, Netflix cofounder Reed Hastings, former Microsoft and GM CFO Christopher Liddell, Novartis CEO Vas Narasimhan, and Spark Capital partner Yasmin Razavi. There is one vacancy on the board.

The company has allocated significant board control to a Long-Term Benefit Trust (LTBT), an independent panel meant to keep the company focused on its mission. The trust owns a class of stock that lets it elect and remove a majority of the company’s board, known as Class T directors. The LTBT is chaired by Neil Shah, a global health expert, and includes former Federal Reserve chair Ben Bernanke, national security expert Richard Fontaine, and Harvard physicist Christopher Stubbs. There is one vacancy on the LTBT, which existing members will fill themselves.

Anthropic’s seven founders jointly own a special class of stock that gives a majority of them 50.1% of shareholder voting power, allowing them to elect three board members. If there’s no majority among the founders, their shares are then voted in proportion with holders of common stock.

The board can check the LTBT: when the trust nominates a “Specified” one of its four directors, or removes that director without cause, the board’s nominating committee can decline to approve the move and throw the decision to employees for a vote.

The founders’ control won’t last forever. Ten years after the IPO, the founders can choose to end their control, or it will end automatically when fewer than three of them remain. At that point, the LTBT will continue until 85% of common shareholders vote to end it, or it decides to step down with board approval. Only when neither special class of shareholder exists would common shareholders finally get control.

**Risks: sentience, blackmail, and existential threats**

The S-1’s Risk Factors section runs 93 pages and over 70,000 words, Ars Technica reported, and includes some unusual warnings. Anthropic acknowledges its technology could “pose catastrophic or existential risks to humanity,” particularly near-future models that could “substantially automate AI research and development” and, if allowed to operate with “a high degree of autonomy,” accelerate AI progress “beyond our ability to evaluate and safeguard” new models.

The company also addresses the possibility that its products “possess or could develop forms of sentience or moral status,” which could lead to “regulatory requirements, public pressure, or advocacy efforts” that constrain operations. And it discusses the risk that models could display “unexpected strategic or self-preserving behaviors,” including “outputs that could be interpreted as coercive, deceptive, or manipulative, including behavior resembling blackmail.”

The prospectus also warns that AI could “erode trust, harm society and destabilize the geopolitical order,” according to MIT Technology Review.

In the filing, Anthropic encourages prospective owners “not to think of your purchase in purely transactional terms,” writing: “We hope you will see it instead as an opportunity to be part of something greater. The advent of machine intelligence is one of the seminal moments in human history.”

The listing could determine the future of the AI investment boom, MIT Technology Review noted, citing CNBC.