Anthropic's S-1 caps Amazon's note conversion at 12 percent
Anthropic's S-1 sets a 12 percent ceiling on how much of the company Amazon's convertible notes can convert into.
| Amazon holdings | |
|---|---|
| principal outstanding | $6.2 billion |
| note value | $97.9 billion |
| fair-value charge | $72.4 billion |
| convertible shares | 1.84 billion |
| cap | 12% |
| total investment | about $18 billion |
Amazon holds $6.2 billion in principal on those notes as of June 30, the full debt load on Anthropic's books. The company's own filings valued the holdings at $97.9 billion by the same date.
Anthropic recorded a $72.4 billion non-cash fair-value charge in the first half of 2026 to reflect the growing value of what it owes.
The notes could convert into as many as 1.84 billion shares, but the cap turns the transfer into a staged process rather than a single handover. Amazon can waive the limit, and any notes that cannot convert stay in the queue for later quarters.
The filing does not state Amazon's exact current ownership percentage or the IPO date and offering price.
The 12 percent cap, not the $6.2 billion principal, is the operative constraint on Amazon's exit path.
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