Anthropic Filing Gives Alphabet an Option to Buy Up to $10 Billion in Class N Shares
The option uses a private placement at the IPO offering price and is tied to a $20 billion note facility that had not been drawn as of June 30.

Anthropic’s Oct. 26 Form S-1 describes an option for Alphabet to buy Class N shares at the IPO price, with purchases proportionately reducing the borrowing capacity available under a note facility.
The option covers up to $10 billion in shares through a private placement at the IPO offering price. In this arrangement, Alphabet would buy the shares directly from Anthropic, outside public trading. Alphabet has the right to exercise the option but is not required to do so.
The option is tied to a $20 billion note-purchase agreement with Alphabet. Anthropic had drawn no funds from the facility as of June 30. A share purchase would proportionately reduce the note capacity still available; a full $10 billion exercise would leave $10 billion in potential notes.
Class N shares have no voting rights until they are sold to an unaffiliated buyer. Voting rights would then take effect for the new owner.
The note-purchase agreement runs through Dec. 31, 2030.