Anthropic's S-1 Puts a $965 Billion Valuation and Amazon's Convertible Notes in Focus

Anthropic, PBC has announced an S-1 filing with the U.S. Securities and Exchange Commission for a proposed initial public offering of its Class A common stock. The company made the announcement on October 26, 2026. TechCrunch reports the company's private valuation at $965 billion.

The filing's principal stockholders' table has a clear threshold. No venture capital firm owns 5% of Anthropic, the level needed for inclusion. Menlo Ventures' position of roughly $14 billion is about 1.5% of the company. The cap table's largest concentrated holder is therefore a strategic investor rather than a venture fund.

That investor is Amazon. It first backed Anthropic in 2023 with a commitment to invest up to $4 billion. According to TechCrunch, Amazon's total investment is about $18 billion. That figure combines $8 billion in convertible notes issued from 2023 through 2025 with $10 billion in nonvoting preferred stock. Amazon invested the $10 billion in the second quarter, with $5 billion in each of Anthropic's last two funding rounds. Separately, Reuters reports that Amazon agreed in April to invest up to an additional $20 billion in Anthropic.

The notes are the more complicated part of the structure. Amazon held $6.2 billion in principal outstanding as of June 30. Amazon's filings valued those note holdings at $97.9 billion as of the same date. Anthropic recorded a $72.4 billion change in fair value of convertible notes, derivative liabilities, and SAFEs for the first half of 2026. Bloomberg reports a full-year 2025 net loss of $42 billion, which it attributes largely to an increase in the fair value of the same convertible notes.

The conversion mechanics are set out in the filing. The notes could convert into as many as 1.84 billion shares. Conversion is capped at 12% of Anthropic's partially diluted share count, and Amazon can waive that cap. The S-1 states that the Amazon Notes will convert into Class N common stock, a distinct class from the Class A shares being offered.

Anthropic's funding history supplies the rest of the timeline. It completed a $13 billion Series F led by ICONIQ at a $183 billion post-money valuation in September 2025. Its Series H raised $65 billion, which Anthropic says includes $15 billion of previously committed investments from hyperscalers, among them $5 billion from Amazon. That round was announced on May 28, 2026. Bloomberg reported on September 11 that Nvidia was considering an investment of as much as $10 billion in the IPO.

On the commercial side, Anthropic has committed to spend at least $110 billion on AWS over the next 10 years. That commitment links the company's compute procurement to the same investor that holds the notes and preferred stock, a relationship the filing sets against the wider capital structure.

The model roadmap moved quickly over the same period. Anthropic introduced Claude Opus 5.5 on September 22, 2026, and says it costs 40% less to run than Opus 5 on typical workloads. Claude Sonnet 5.5 followed on September 28, and Claude Haiku 5.5 on October 7. On October 18, the company said it is committing a portion of its shares to the Anthropic Public Benefit Fund. Anthropic also expanded its partnership with the General Services Administration, giving government partners a 40% discount on Claude Enterprise, Claude for Government, and the Claude API.

In my view, the number that will draw the closest attention from analysts is not the $965 billion headline. It is the distance between $6.2 billion of note principal and a $97.9 billion valuation of the same holdings, because that distance is driven by the equity-linked terms and the share price at the time of measurement. Investors reading the S-1 will need to model the 12% cap, the waiver mechanism, and the Class N conversion together, since those terms determine how much of the eventual float Amazon's position represents.

The broader context here is a company whose compute spend, model pricing, and public-sector discounts are all moving at once, and whose capital structure now has to be disclosed under public-company rules. Lower inference costs on the Opus 5.5 tier and government pricing could widen the set of organizations that run Claude in production. Whether that growth covers the cost of the capital structure described in the filing is a question the public markets will now answer in real time.