Google Allocates $10 Billion to Buy Anthropic Shares in $26 Billion Private Placement
Key Facts
Google has agreed to buy $10 billion worth of Class N shares in Anthropic in a concurrent private placement that the company’s prospectus estimates will raise about $26 billion. According to Anthropic’s filing with the U.S. Securities and Exchange Commission, the estimated share count is based on an assumed offering price of $74 per share. At that price, Google would buy about 135,135,135 Class N shares. NVIDIA intends to buy the same number for about $10 billion, making the two companies’ estimated stakes equal in the deal. That makes the companies the largest individually identified buyers in the private placement, which includes them and five other companies. Completion of the share sale remains subject to the closing of the public offering and the satisfaction of specified conditions.
The share purchase agreement filed with the SEC says Google’s investment amount is $10,000,000,000 and that the number of shares is determined by dividing that amount by the offering price, then rounding down to the nearest whole share. The final share count is therefore tied to the actual offering price, while the investment amount specified in the agreement remains fixed at $10 billion. The shares are Class N, which the prospectus describes as restricted and unregistered securities. The purchase is part of a private placement concurrent with the public offering, rather than part of the shares offered to the public. The other buyers listed are NVIDIA, AMD, Broadcom, Micron, Microsoft and TSMC. The prospectus estimates that the seven investors will pay about $26 billion in total in the private placement.
Google’s exercise of the option is part of the Google 2026 NPA, but does not exhaust the funding available under it. Anthropic’s prospectus says that exercising Google’s $10 billion option reduced the amount remaining for issuance under the agreement from $20.0 billion to $10.0 billion. The $20.0 billion balance was the amount available before the option was exercised, according to the prospectus as of September 30, 2026. The new balance of $10.0 billion remains available after the exercise, subject to the agreement’s terms. Requests for the issuance of securities under the agreement may be submitted through December 31, 2030. The prospectus ties those requests to specified conditions related to third-party computing agreements and revenue targets.
The prospectus sets an estimated price range of $70.00 to $78.00 for the Class A shares, and Anthropic has applied to list them on the Nasdaq Global Select Market under the symbol ANT. The assumed price used to calculate Google’s and NVIDIA’s purchases and in the illustrative tables is $74.00 per share, within the stated range. According to The Associated Press, the proposed public offering includes 825 million shares within the same price range. The offering could raise more than $61 billion at the midpoint of the range, according to the agency’s estimate published on November 10, 2026. The company’s prospectus estimates net proceeds of about $84.6 billion from the public offering and private placement combined at the assumed offering price. The estimated net proceeds would rise to about $93.7 billion if underwriters fully exercise their option to buy additional shares.
The prospectus’s illustrative tables show the size of the private placement relative to total shares and consideration. At an assumed price of $74.00, shares purchased by private placement investors account for 2.7% of the shares purchased, according to the table. They account for 11.7% of the total consideration shown in the table, with consideration estimated at about $26 billion. The comparison shows how investors’ share of the number of shares differs from their share of the money paid in the transaction. Anthropic says proceeds from the public offering and private placement will be used for general corporate purposes. These include working capital, operating expenses and capital expenditures, including investment in computing and infrastructure. Planned uses also include hiring, according to The Associated Press, citing the company’s prospectus.
The proposed financing comes as The Associated Press reported that Anthropic’s revenue exceeded $16 billion in the first half of 2026, 14 times the level in the same period a year earlier. The agency said the company had not yet turned a profit at that point. These figures, along with plans to use the proceeds for computing, infrastructure, operating expenses and hiring, illustrate the range of needs the two offerings are intended to address. The pricing process is expected to set the final offering price and the resulting number of Class N shares, calculated by dividing Google’s investment amount by that price. The private share sale remains conditional on completion of the offering and satisfaction of the conditions specified in the prospectus. Funding requests under Google’s agreement remain available through December 31, 2030, subject to conditions tied to computing agreements and revenue targets.