Anthropic’s $34.9 Billion Lambda Deal Is Now Terminable

By Nathan Brooks

Anthropic’s amended IPO filing puts a roughly $34.9 billion Lambda compute agreement within reach of termination by either party. Total compute and infrastructure commitments now stand at about $900.9 billion.

Anthropic’s second amendment to its IPO registration statement, filed Tuesday, says Lambda missed the contractual deadline to secure a facility lease for their August 2026 agreement. Anthropic stated that “the August 2026 agreement is currently terminable by either party.” Neither side had served notice by the prospectus date, and Anthropic “does not currently intend to terminate the agreement.”

The change matters because Lambda accounts for about $34.9 billion of Anthropic’s roughly $41.3 billion in contracted spending, with terms extending into 2034. The Nov. 2 filing had described cancellation only as a contingency if Lambda did not timely secure the lease. The paperwork has turned that contingency into an exercisable option, though neither side has acted.

Can either party cancel the Lambda agreement?

Anthropic signed Lambda agreements in May, June and August 2026 for compute on Nvidia GPUs. Fees accrue only as capacity is delivered and accepted, so unused capacity does not generate charges.

The August agreement allowed either party to terminate if Lambda failed to secure the facility lease by a specific date, and Lambda missed it. Apart from that clause, the agreements can be canceled only for an uncured material breach, certain other limited circumstances, or, in some cases, per tranche after Lambda misses delivery milestones.

The filing does not name the facility. Its size and timing match the roughly $35 billion agreement The Wall Street Journal reported on Sept. 1. According to Anadolu’s account of that report, the deployment would use about 350 megawatts at a Hut 8 data center under development in Nueces County, Texas, with Nvidia holding the lease.

Nvidia is also a Lambda investor and chip supplier. Neither Lambda nor Anthropic has publicly explained why the lease was not secured.

For private Lambda, the contract represents a large share of contracted growth. The company was seeking up to $4 billion before a planned IPO, Reuters reported in October by citing The Wall Street Journal. Lambda also belongs to the neocloud group that built around Microsoft contracts.

What has changed in Anthropic’s cloud commitments?

Anthropic’s November 2025 agreement with Microsoft, amended through November 2026, now requires Anthropic to spend at least $47.2 billion and up to $49.2 billion from November 2026 through June 2033, regardless of usage. The minimum compares with $44.9 billion in the Nov. 2 filing.

Google’s cloud hosting commitment remains unchanged at about $121.3 billion through July 2033. The Information separately reported roughly $10 billion in new Microsoft and Google cloud commitments through 2033, a breakdown Anthropic’s filing does not provide.

The filing instead shows commitments signed after Sept. 30 increasing to about $105.7 billion from $100.2 billion, mostly for data center leases and cloud hosting agreements, without identifying counterparties. Total commitments, including leases not yet commenced and post-quarter deals, rose to about $900.9 billion from $895.4 billion.

The amount subject to exercisable termination rights or unmet conditions fell to $186.2 billion from $213.8 billion. Examples include a counterparty’s failure to secure financing or a facility.

Anthropic also estimates $150 billion to $175 billion in payments under deals with no fixed dollar commitment, including additional Google TPU capacity and AMD Helios systems. That estimate sits outside the $900.9 billion total. Separately, the Financial Times reported a $3.4 billion purchase of Caterpillar gas generators.

What are Amazon and Google holding?

The amendment gives exact share counts for Amazon and Google, Anthropic’s two biggest backers. Amazon will hold 1,920,511,218 Class N shares before and after the offering. Google will hold 1,654,463,134 before the offering and 1,789,598,269 after its $10 billion concurrent private placement.

The placement contains 135.1 million shares calculated at the $74 midpoint, so Google’s final count will vary with the IPO price. Class N shares carry no votes but convert into Class A upon transfer to an unaffiliated party.

The second amendment sets a $70 to $78 IPO price range. Reuters described the IPO as a large financial windfall for the two companies. Their holdings across that range are:

• Amazon: 1.92 billion Class N shares, worth $134.4 billion at $70 and $149.8 billion at $78.
• Google after the placement: 1.79 billion shares, worth $125.3 billion at $70 and $139.6 billion at $78.

Amazon also holds convertible notes that can convert into another 1,563,617,444 Class N shares after the offering, once an ownership cap allows. Those potential shares are worth $109.5 billion to $122.0 billion across the IPO range. Google’s remaining capacity under its 2026 note purchase agreement falls to $10 billion from $20 billion because of the placement purchase.

What will the IPO cost?

Anthropic estimates $67.7 million of offering expenses before underwriting discounts. Legal fees account for $41.5 million, accounting fees for $18.4 million, and the SEC registration fee for $6.4 million. Business Insider reported that the legal bill will go to firms including Wilson Sonsini and Freshfields.

The next test is whether Lambda secures the facility lease or either party serves notice. Capacity delivery and accepted usage will determine which commitments become billable, while the final IPO price will set the value of Amazon’s and Google’s stakes.