Chipmakers and Clouds Buy Into Anthropic’s Offering

SAN FRANCISCO, Nov. 10 — SevenSeven companies that make chips or sell computing power have agreed to buy $26.0 billion of Anthropic’s stock at whatever price its public offering sets. The amended prospectus Anthropic filed on Tuesday names them: Google and Nvidia, for about $10.0 billion each at the $74 midpoint of the price range; AMD, for about $2.5 billion; Broadcom, Micron and Microsoft, for about $1.0 billion each; and TSMC, through TSMC Partners, for about $500 million.

The shares are Class N common stock, which carries no vote, sold in a private placement scheduled to close immediately after the offering.Class NClass N shares share equally with Class A in dividends and in a liquidation, but carry no vote. They convert one for one into voting Class A shares when sold in a registered offering or on the market, or transferred to an unaffiliated party. The seven pay the public’s price, and Anthropic pays the underwriters no commission on their shares.

Four of the seven have disclosed supply agreements with Anthropic for computing or the hardware behind it, and a fifth, Nvidia, has what the filing calls a strategic partnership, so in the plainest mechanical sense the placement is the supplier funding the customer. The filing allows one narrow comparison. For the four buyers whose contracts it puts a figure on, what Anthropic has committed, or expects, to spend under each one’s contract is many times what that buyer will pay for its shares. This paper set out on Oct. 27 what Anthropic owes its compute suppliers; The latest filing puts Google’s and Microsoft’s minimums above the figures in that earlier analysis; Google’s increase appeared in the first amendment, on Nov. 2, and Microsoft’s on Tuesday.

The Buyers

Google’s $10.0 billion buys stock in a company that has committed to spend at least about $121.3 billion with it between April 2026 and July 2033, “regardless of actual usage,” under a hosting agreement amended between May and October. In the Oct. 26 prospectus, that floor was about $114.5 billion. Anthropic has also committed to procure more TPU computing, from Google or other TPU providers, for delivery from 2028 to 2031, and estimates the payments at about $125.0 billion to $150.0 billion, outside its table of obligations.GOOGLNasdaq293.45▲6.07+2.1%Alphabet · Wednesday’s session

Nor is Google’s purchase new money beyond what it had already promised. The prospectus says Google is “funding a portion of its previously committed investment obligations under the Google 2026 NPA,” a note purchase agreement signed in March that gave Anthropic up to $20.0 billion of potential financing, subject to conditions.The Google 2026 NPAAfter the offering, Google may take each draw as a convertible note on terms to be agreed or as Class N shares at a 30-day average price of the Class A stock. Requests run through Dec. 31, 2030, and shares issued under it may not lift Google’s ownership above 14.99 percent unless Google waives the cap. With that agreement Google got an option to buy up to $10.0 billion of Class N stock at the offering price; it has agreed to exercise it in full, which cuts what remains under the agreement from $20.0 billion to $10.0 billion.

Nvidia’s $10.0 billion matches Google’s, but the filing puts no figure on what Anthropic pays Nvidia. It describes a “strategic partnership with NVIDIA” that, with arrangements with Microsoft, SpaceXAI, Nscale, Lambda and other cloud providers, gives it access to Nvidia’s GPUs. The contracted money goes to those providers: up to $120.5 billion to SpaceXAI, up to about $44.6 billion to Nscale and about $41.3 billion to Lambda. About $34.9 billion of Lambda’s total is now terminable by either side, because Lambda did not secure a facility lease by a set date; neither has given notice, and Anthropic says it does not currently intend to terminate.NVDANasdaq173.73▲4.84+2.9%Nvidia · Wednesday’s session

AMD’s $2.5 billion also comes out of an earlier promise. Under a hardware supply agreement signed in July for Helios rack systems, AMD committed to buy up to $5.0 billion of Class N stock, which Anthropic could draw only as AMD’s GPUs are delivered and deployed. The placement pays half of it at the offering, counted against the commitment dollar for dollar. The rest, up to $2.5 billion, becomes available only once amounts accrued under the milestones exceed what AMD paid in the placement; the first milestone is expected in 2027. Anthropic expects to spend more than $20.0 billion if it takes all of its first tranche of AMD systems, though the agreement “does not specify a fixed dollar commitment.”AMDNasdaq552.90▲37.69+7.3%Advanced Micro Devices · Wednesday’s session

Broadcom’s $1.0 billion sits beside rent of about $161.2 billion, excluding interest, over the life of five-year leases of TPU-based equipment from Broadcom and the financing entities to which it has assigned parts of them. Microsoft’s $1.0 billion sits beside a commitment of at least $47.2 billion and up to $49.2 billion from November 2026 to June 2033, against at least $44.9 billion in October’s filing.

The filing describes no compute-supply contract with Micron or TSMC. It names them in a risk factor on concentrated supply: most of the world’s advanced chipmaking capacity is in Taiwan, “primarily” at TSMC, and high-bandwidth memory is largely made by SK hynix, Samsung and Micron. TSMC’s board approved on Tuesday an investment of up to $500 million in Anthropic’s common shares at the offering price and, in the same resolution, up to $500 million in OpenAI’s preferred stock.TSMC’s BoardThe board also approved up to $500 million to set up an investment company for strategic investments in the semiconductor industry, and capital appropriations of about $40.9 billion.

Who Is Missing

Amazon, which gives Anthropic access to its Trainium chips and computing, is not among the buyers, though Anthropic has committed to spend at least $110.0 billion with it from May 2026 to April 2036. Amazon will hold the same 1,920,511,218 Class N shares before and after the offering and the placement, by the filing’s count. Its financing runs through other agreements: about $6.2 billion of convertible notes still outstanding, which convert only up to a 12 percent ownership cap that Amazon has chosen not to waive, and a $15.0 billion facility that opens in $5.0 billion steps as compute milestones are met.Amazon’s NotesAfter the offering, 1,563,617,444 more Class N shares will be issuable on conversion of notes, all held by Amazon, that cannot convert without breaching its cap.

The completion of this offering is not contingent on the completion of the concurrent private placement.

The Terms

For buyers of the Class A shares, the terms matter. The placement closes only after the offering, and on conditions that include stockholders’ approval, which Anthropic expects to get. The reverse does not hold. “The completion of this offering is not contingent on the completion of the concurrent private placement,” the prospectus says. Anthropic’s existing holders are locked up on staged schedules, some for as long as 365 days and some with releases from the first trading day, but the placement shares are under no lock-up at all. They are restricted securities: a buyer that is not an affiliate may generally resell under Rule 144 after six months, once Anthropic has reported as a public company for 90 days. Google may also demand registration of the Class A shares its stock converts into, though no public filing is due before the second trading day after Anthropic’s first-quarter 2027 results or 180 days after the prospectus, whichever comes first.

The case for the placement lies in the same mechanics: by this paper’s reading, the buyers paying the public’s price, not a discount, are the companies placed closest to Anthropic’s demand for computing. Anthropic put its run-rate revenue at about $81 billion as of Oct. 31, up $10 billion from Sept. 30. It expects net proceeds of about $84.6 billion from the offering and the placement at the midpoint, for purposes that include “investments in compute and infrastructure,” on top of $95.6 billion of cash and cash equivalents and $36.3 billion of short-term investments at Sept. 30.

The placement is fixed in dollars, so a higher offering price means fewer Class N shares and a lower one more. CNBC reported, citing people familiar with the details, that pricing is planned for Nov. 18. The offering’s size and range are in today’s lead story.

Daily Cortex is written with AI models, including Anthropic’s Claude, and fact-checked with OpenAI’s GPT models.