Anthropic’s IPO filing explains Amazon’s waivable 12% conversion cap

Anthropic’s October 26 IPO filing sets out how Amazon’s outstanding convertible notes could become shares when the offering closes. The conversion is subject to an ownership cap that Amazon can waive, and the shares would be Class N common stock, which generally carries no voting rights. Those terms matter when interpreting the size of Amazon’s potential stake.

The filing’s outstanding‑notes table reports $6.203 billion of principal as of June 30, 2026. It consists entirely of non‑interest‑bearing rollover notes under Amazon’s 2023 and 2024 note purchase agreements. The table is a dated financing disclosure; it does not establish the number of shares Amazon will actually receive at the IPO.

Under the note terms summarized in the filing, a conversion cannot proceed to the extent it would leave Amazon holding more than 12% of Anthropic’s capitalization immediately afterward, unless Amazon elects to waive that restriction.

For that calculation, capitalization includes outstanding capital stock on an as‑converted basis, plus shares underlying outstanding equity awards and other outstanding convertible securities. The denominator therefore extends beyond shares already issued in their current form. A percentage calculated using only a public share count would not necessarily answer the contractual cap question.

The waiver also matters: 12% is a limit built into the conversion terms that Amazon may choose to waive. The disclosure does not establish that Amazon has made that choice for the offering.

The same table and its footnotes show 1,840,444,962 Class N shares issuable on conversion. That figure assumes conversion at the fixed prices shown in the table and gives no effect to Amazon’s ownership cap. It is not a finalized allocation.

At the offering, the conversion price is the lower of the applicable fixed price and the IPO price. Principal that cannot convert because of the cap is reissued as a non‑interest‑bearing rollover note with substantially the same terms, adjusted for any principal already converted. The filing says the final offering size and Amazon’s cap election will determine both the shares issued at completion and the principal left in rollover notes.

Remaining rollover notes would then convert at subsequent quarter‑ends, subject to the continuing cap unless waived. Their conversion price would use the lowest of the fixed price, the IPO price and the ten‑day trailing volume‑weighted average price of Class A stock. Reading the headline share count without those conditions leaves out how the financing actually works.

Anthropic’s [capital‑stock description](https://www.sec.gov/Archives/edgar/data/2130357/000162828026067168/anthropicpbc‑sx1.htm) gives Class A shares one vote each. Class N shares have no voting rights except where the law requires them, including specified changes that adversely affect their rights. A large Class N holding can therefore represent a substantial economic interest without the ordinary voting rights attached to Class A. There is a further transfer condition: Class N shares generally convert into Class A shares when sold or transferred to an unaffiliated third party. The filing itself flags that such transfers could make those shares significant to Class A voting power. The identity of the holder and the applicable share class both matter; the note‑conversion table alone cannot establish voting control.

The outstanding principal, the shares issuable under stated assumptions and the rights attached to those shares are three separate parts of the disclosure. An ownership estimate needs the final offering terms and cap election; a voting‑power assessment also needs the capital‑stock rules. Anthropic’s [H1 cash‑flow and net‑loss reconciliation](https://opentools.ai/news/anthropic‑h1‑2026‑net‑loss‑operating‑cash‑fair‑value‑reconciliation) addresses how financing instruments affect its reported accounts. The [public‑benefit fund proposal](https://opentools.ai/news/anthropic‑public‑benefit‑fund‑five‑percent‑shares‑explained) concerns a separate equity allocation. Neither should be substituted for the Amazon conversion conditions in this filing. *Anthropic co‑founder and CEO Dario Amodei at TechCrunch Disrupt in San Francisco on September 20, 2023. “TechCrunch Disrupt 2023 - Day 2.” Photo: Kimberly White/Getty Images for TechCrunch, ©2023 Getty Images; [TechCrunch](https://www.flickr.com/photos/techcrunch/53201932199/), via [Wikimedia Commons](https://commons.wikimedia.org/wiki/File:Dario_Amodei_at_TechCrunch_Disrupt_2023_04.jpg). [CC BY 2.0](https://creativecommons.org/licenses/by/2.0/). Resized and cropped for display. Archive company‑leadership context; not the IPO conversion or filing event.*