Amazon.com (NASDAQ: AMZN) sells $36.9B in notes across 11 tranches

Rhea-AI Filing Summary

Amazon.com, Inc. disclosed that it has closed a major debt offering totaling $36.898 billion in senior notes across 11 tranches. The company estimates net proceeds of approximately $36.813 billion after underwriting discounts and before expenses.

The Notes include floating rate issues due 2028 and 2029 and fixed-rate notes with coupons ranging from 3.850% due 2028 to 6.050% due 2076, with maturities extending from 2028 through 2076. The securities were issued under an existing shelf registration on Form S-3 and an indenture with Wells Fargo Bank, as amended, with detailed terms set out in an officers’ certificate and related note forms filed as exhibits.

Insights

Corporate credit analyst

Amazon raises $36.9B via long-dated notes, expanding its debt stack.

Amazon.com completed a large multi-tranche bond issuance, selling $36.898 billion of senior notes and expecting about $36.813 billion in net proceeds. The structure mixes floating-rate notes due 2028–2029 with fixed-rate tranches maturing between 2028 and 2076.

Coupons range from 3.850% on 2028 notes to 6.050% on 2076 notes, locking in differing cost levels across the curve. The offering was conducted under an existing shelf registration and a long-standing indenture framework, suggesting a standardized, repeat-use capital markets program.

This transaction materially increases gross debt but also provides substantial long-term funding. Actual impact on leverage and interest expense depends on how proceeds are used, which is not specified in the excerpt. Future financial statements and disclosures will show how this debt integrates into the capital structure.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

March 13, 2026

Date of Report

(Date of earliest event reported)

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-22513		91-1646860
(State or other jurisdiction of  incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington 98109-5210

(Address of principal executive offices, including Zip Code)

(206) 266-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share		AMZN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		¨

Table of Contents

TABLE OF CONTENTS

ITEM 8.01. OTHER EVENTS.	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.	4
SIGNATURES	5
EXHIBIT 1.1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 4.10
EXHIBIT 4.11
EXHIBIT 4.12
EXHIBIT 5.1
EXHIBIT 23.1

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ITEM 8.01. OTHER EVENTS.

On March 13, 2026, Amazon.com, Inc. (the “Company”) closed the sale of $1,750,000,000 aggregate principal amount of its floating rate notes due 2028 (the “2028 Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its floating rate notes due 2029 (the “2029 Floating Rate Notes”), $2,250,000,000 aggregate principal amount of its 3.850% notes due 2028 (the “2028 Notes”), $3,000,000,000 aggregate principal amount of its 4.000% notes due 2029 (the “2029 Notes”), $5,000,000,000 aggregate principal amount of its 4.250% notes due 2031 (the “2031 Notes”), $4,000,000,000 aggregate principal amount of its 4.550% notes due 2033 (the “2033 Notes”), $6,000,000,000 aggregate principal amount of its 4.875% notes due 2036 (the “2036 Notes”), $2,500,000,000 aggregate principal amount of its 5.650% notes due 2046 (the “2046 Notes”), $5,500,000,000 aggregate principal amount of its 5.800% notes due 2056 (the “2056 Notes”), $3,000,000,000 aggregate principal amount of its 5.950% notes due 2066 (the “2066 Notes”), and $3,000,000,000 aggregate principal amount of its 6.050% notes due 2076 (the “2076 Notes” and, together with the 2028 Floating Rate Notes, 2029 Floating Rate Notes, 2028 Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes, 2056 Notes, and 2066 Notes, the “Notes”) pursuant to an Underwriting Agreement dated March 10, 2026 (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc., as managers of the several underwriters named in Schedule II therein. The sale of the Notes was registered under the Company’s registration statement on Form S-3 filed on February 6, 2026 (File No. 333-293246).

The aggregate public offering price of the Notes was $36.898 billion and the estimated net proceeds from the offering were approximately $36.813 billion, after deducting underwriting discounts from the public offering price and before deducting offering expenses payable by us. The Notes were issued pursuant to an Indenture dated as of November 29, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior Trustee”), as amended and supplemented by Supplemental Indenture No. 1, dated as of April 13, 2022, among the Company, the Prior Trustee, and Computershare Trust Company, National Association, as successor trustee, together with the officers’ certificate dated as of March 13, 2026 issued pursuant thereto establishing the terms of each series of the Notes (the “Officers’ Certificate”).

The foregoing descriptions of the Underwriting Agreement and the Officers’ Certificate are qualified in their entirety by the terms of such documents, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of 2028 Floating Rate Note, form of 2029 Floating Rate Note, form of 2028 Note, form of 2029 Note, form of 2031 Note, form of 2033 Note, form of 2036 Note, form of 2046 Note, form of 2056 Note, form of 2066 Note, and form of 2076 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, Exhibit 4.9, Exhibit 4.10, Exhibit 4.11, and Exhibit 4.12, respectively, and incorporated herein by reference.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number		Description
1.1		Underwriting Agreement, dated as of March 10, 2026, among Amazon.com, Inc. and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc., as managers of the several underwriters named in Schedule II therein.
4.1		Officers’ Certificate of Amazon.com, Inc., dated as of March 13, 2026.
4.2		Form of Floating Rate Note due 2028 (included in Exhibit 4.1).
4.3		Form of Floating Rate Note due 2029 (included in Exhibit 4.1).
4.4		Form of 3.850% Note due 2028 (included in Exhibit 4.1).
4.5		Form of 4.000% Note due 2029 (included in Exhibit 4.1).
4.6		Form of 4.250% Note due 2031 (included in Exhibit 4.1).
4.7		Form of 4.550% Note due 2033 (included in Exhibit 4.1).
4.8		Form of 4.875% Note due 2036 (included in Exhibit 4.1).
4.9		Form of 5.650% Note due 2046 (included in Exhibit 4.1).
4.10		Form of 5.800% Note due 2056 (included in Exhibit 4.1).
4.11		Form of 5.950% Note due 2066 (included in Exhibit 4.1).
4.12		Form of 6.050% Note due 2076 (included in Exhibit 4.1).
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMAZON.COM, INC. (REGISTRANT)
	By:	/s/ Antonio Masone
		Antonio Masone
		Vice President and Treasurer
Dated: March 13, 2026

5 

FAQ

What did Amazon.com (AMZN) announce in this Form 8-K?

Amazon.com reported closing a large senior notes offering totaling $36.898 billion. The deal spans 11 tranches of floating- and fixed-rate notes with maturities between 2028 and 2076, providing substantial long-term funding under its existing shelf registration.

How much cash will Amazon.com (AMZN) receive from the notes offering?

Amazon.com expects estimated net proceeds of approximately $36.813 billion from the notes sale. This figure reflects the $36.898 billion aggregate public offering price less underwriting discounts, and is stated before deducting additional offering expenses payable by the company.

What types of notes did Amazon.com (AMZN) issue and when do they mature?

Amazon.com issued both floating rate notes and fixed-rate notes. Floating rate tranches are due 2028 and 2029, while fixed-rate notes carry coupons from 3.850% to 6.050% and mature in 2028, 2029, 2031, 2033, 2036, 2046, 2056, 2066, and 2076.

What are the interest rates on Amazon.com’s new fixed-rate notes?

The fixed-rate notes include 3.850% notes due 2028, 4.000% notes due 2029, 4.250% notes due 2031, 4.550% notes due 2033, 4.875% notes due 2036, 5.650% notes due 2046, 5.800% notes due 2056, 5.950% notes due 2066, and 6.050% notes due 2076.

Under what legal framework were Amazon.com’s new notes issued?

The notes were issued under an indenture dated November 29, 2012, between Amazon.com and Wells Fargo Bank, as amended by a 2022 supplemental indenture. Specific terms for each notes series are set in an officers’ certificate dated March 13, 2026, filed as an exhibit.

Which banks underwrote Amazon.com’s $36.9B notes offering?

The notes were sold under an underwriting agreement with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc. These firms acted as managers for the several underwriters named in the agreement’s schedule.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 345.2 KB
• EX-4.1 EXHIBIT 4.1 615.5 KB
• EX-5.1 EXHIBIT 5.1 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB