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Amazon.com (NASDAQ: AMZN) completes $24.923B multi-tranche notes sale

Filing Impact
(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Amazon.com, Inc. closed a large multi-tranche debt offering, selling floating rate notes due 2029 and seven series of fixed-rate notes maturing between 2029 and 2066. The tranches include $750 million floating rate notes due 2029, $3.5 billion 4.600% notes due 2029, $4.25 billion 4.800% notes due 2031, $3.0 billion 5.100% notes due 2033, $4.5 billion 5.300% notes due 2036, $2.75 billion 6.000% notes due 2046, $4.0 billion 6.100% notes due 2056, and $2.25 billion 6.250% notes due 2066.

The aggregate public offering price of the notes was $24.923 billion, with estimated net proceeds of approximately $24.867 billion before offering expenses. The notes were issued under an existing shelf registration on Form S-3 and an indenture with Computershare Trust Company, National Association as successor trustee, with major investment banks acting as underwriters.

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Insights

Amazon locks in long-dated funding across multiple bond tranches.

Amazon.com, Inc. completed a sizable notes issuance spanning maturities from 2029 to 2066, with an aggregate public offering price of $24.923 billion. The structure mixes a 2029 floating rate tranche with seven fixed-rate series, distributing refinancing risk over four decades.

Coupon rates range from 4.600% on the 2029 notes to 6.250% on the 2066 notes, reflecting longer duration and rate environment at pricing. Estimated net proceeds of about $24.867 billion before expenses provide substantial balance sheet liquidity or funding capacity for general corporate purposes, as typical for such offerings.

The notes were issued off an existing Form S-3 shelf and under an established Indenture with Computershare Trust Company, National Association as successor trustee, with major underwriters including Barclays, Goldman Sachs, J.P. Morgan, and Morgan Stanley. Future filings may detail specific uses of proceeds and any related debt management actions.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Floating rate notes 2029 $750,000,000 principal Floating rate notes due 2029
4.600% notes 2029 $3,500,000,000 principal 4.600% notes due 2029
4.800% notes 2031 $4,250,000,000 principal 4.800% notes due 2031
5.100% notes 2033 $3,000,000,000 principal 5.100% notes due 2033
5.300% notes 2036 $4,500,000,000 principal 5.300% notes due 2036
6.000% notes 2046 $2,750,000,000 principal 6.000% notes due 2046
6.100% notes 2056 $4,000,000,000 principal 6.100% notes due 2056
6.250% notes 2066 $2,250,000,000 principal 6.250% notes due 2066
Aggregate public offering price $24.923 billion Public offering price of all notes
Estimated net proceeds $24.867 billion After underwriting discounts, before expenses
floating rate notes financial
"aggregate principal amount of its floating rate notes due 2029"
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
Underwriting Agreement financial
"pursuant to an Underwriting Agreement dated July 7, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
registration statement on Form S-3 regulatory
"registered under the Company’s registration statement on Form S-3 filed"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Indenture financial
"The Notes were issued pursuant to an Indenture dated as of November 29, 2012"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Officers’ Certificate regulatory
"together with the officers’ certificate dated as of July 9, 2026"
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FAQ

What type of financing did Amazon.com (AMZN) complete in this 8-K?
Amazon.com completed a large multi-tranche notes offering. It sold floating rate notes due 2029 and seven fixed-rate note series maturing between 2029 and 2066, raising about $24.867 billion in estimated net proceeds before offering expenses.

How much did Amazon.com (AMZN) raise from its new notes offering?
The aggregate public offering price of the notes was $24.923 billion. Amazon.com expects estimated net proceeds of approximately $24.867 billion after underwriting discounts and before deducting offering expenses payable by the company.

What note tranches did Amazon.com (AMZN) issue and when do they mature?
Amazon.com issued a 2029 floating rate tranche plus fixed-rate notes due 2029, 2031, 2033, 2036, 2046, 2056, and 2066. Coupon rates range from 4.600% on the 2029 notes to 6.250% on the 2066 notes, covering near-, medium-, and long-term maturities.

Under which registration statement were Amazon.com (AMZN) notes sold?
The notes were sold under Amazon.com’s shelf registration statement on Form S-3 filed on February 6, 2026. This registration statement, File No. 333-293246, allowed the company to issue the various series of notes described in the filing.

Who were the lead underwriters for Amazon.com (AMZN) notes issuance?
The offering was conducted under an Underwriting Agreement with Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as managers of the several underwriters named in the agreement’s schedule.
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Table of Contents

 

 

 

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

 

July 9, 2026

Date of Report

(Date of earliest event reported)

 

 

 

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43202   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   The Nasdaq Stock Market LLC
Floating Rate Notes due 2028   —   The Nasdaq Stock Market LLC
2.800% Notes due 2028   —   The Nasdaq Stock Market LLC
3.100% Notes due 2030   —   The Nasdaq Stock Market LLC
3.350% Notes due 2032   —   The Nasdaq Stock Market LLC
3.700% Notes due 2035   —   The Nasdaq Stock Market LLC
4.050% Notes due 2039   —   The Nasdaq Stock Market LLC
4.450% Notes due 2045   —   The Nasdaq Stock Market LLC
4.850% Notes due 2064   —   The Nasdaq Stock Market LLC

 

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 5.1  
   
EXHIBIT 23.1  

 

2

Table of Contents

 

ITEM 8.01. OTHER EVENTS.

 

On July 9, 2026, Amazon.com, Inc. (the “Company”) closed the sale of $750,000,000 aggregate principal amount of its floating rate notes due 2029 (the “Floating Rate Notes”), $3,500,000,000 aggregate principal amount of its 4.600% notes due 2029 (the “2029 Notes”), $4,250,000,000 aggregate principal amount of its 4.800% notes due 2031 (the “2031 Notes”), $3,000,000,000 aggregate principal amount of its 5.100% notes due 2033 (the “2033 Notes”), $4,500,000,000 aggregate principal amount of its 5.300% notes due 2036 (the “2036 Notes”), $2,750,000,000 aggregate principal amount of its 6.000% notes due 2046 (the “2046 Notes”), $4,000,000,000 aggregate principal amount of its 6.100% notes due 2056 (the “2056 Notes”), and $2,250,000,000 aggregate principal amount of its 6.250% notes due 2066 (the “2066 Notes” and, together with the Floating Rate Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes, and 2056 Notes, the “Notes”) pursuant to an Underwriting Agreement dated July 7, 2026 (the “Underwriting Agreement”) among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, 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 $24.923 billion and the estimated net proceeds from the offering were approximately $24.867 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 July 9, 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 Floating Rate 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, and form of 2066 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, and Exhibit 4.9, respectively, and incorporated herein by reference.

 

3

Table of Contents

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit
Number		   Description
       
  1.1   Underwriting Agreement, dated as of July 7, 2026, among Amazon.com, Inc. and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as managers of the several underwriters named in Schedule II therein.
       
  4.1   Officers’ Certificate of Amazon.com, Inc., dated as of July 9, 2026.
       
  4.2   Form of Floating Rate Note due 2029 (included in Exhibit 4.1).
       
  4.3   Form of 4.600% Note due 2029 (included in Exhibit 4.1).
       
  4.4   Form of 4.800% Note due 2031 (included in Exhibit 4.1).
       
  4.5   Form of 5.100% Note due 2033 (included in Exhibit 4.1).
       
  4.6   Form of 5.300% Note due 2036 (included in Exhibit 4.1).
       
  4.7   Form of 6.000% Note due 2046 (included in Exhibit 4.1).
       
  4.8   Form of 6.100% Note due 2056 (included in Exhibit 4.1).
       
  4.9   Form of 6.250% Note due 2066 (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).

 

4

Table of Contents

 

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: July 9, 2026

 

5

 

Source: View Original Filing on SEC EDGAR

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