Amazon.com sells C$13.97B in new notes

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Form Type

8-K

Rhea-AI Filing Summary

Amazon.com, Inc. closed a large Canadian dollar debt offering, selling C$1.25 billion of 3.400% notes due 2029, C$2.5 billion of 3.700% notes due 2031, C$2.0 billion of 4.000% notes due 2033, C$3.5 billion of 4.350% notes due 2036, and C$4.75 billion of 5.000% notes due 2056.

The aggregate public offering price was C$13.967 billion, with estimated net proceeds of approximately C$13.934 billion after underwriting discounts and before expenses. The notes were issued under an existing base indenture and supplemental officers’ certificate and were registered on a previously filed Form S‑3 shelf registration.

Insights

Amazon adds C$13.9B of long-term debt across staggered maturities.

Amazon.com, Inc. issued multiple series of Canadian dollar notes, ranging from 2029 to 2056 maturities, with coupons between 3.400% and 5.000%. The aggregate public offering price was C$13.967 billion, with estimated net proceeds of about C$13.934 billion.

The issuance was conducted off an existing shelf registration on Form S‑3 and under a long-standing Indenture first dated November 29, 2012, now administered by a successor trustee. Using a single officers’ certificate to establish each series simplifies ongoing documentation.

This transaction increases long-term funding in Canadian dollars and staggers maturities through 2056. Actual balance sheet impact will depend on how the proceeds are deployed, which is not detailed here; subsequent company filings may provide more clarity on allocation and any refinancing effects.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

2029 Notes: C$1,250,000,000 3.400% notes due 2029 2031 Notes: C$2,500,000,000 3.700% notes due 2031 2033 Notes: C$2,000,000,000 4.000% notes due 2033 +4 more

7 metrics

2029 Notes C$1,250,000,000 3.400% notes due 2029 Aggregate principal amount issued June 12, 2026

2031 Notes C$2,500,000,000 3.700% notes due 2031 Aggregate principal amount issued June 12, 2026

2033 Notes C$2,000,000,000 4.000% notes due 2033 Aggregate principal amount issued June 12, 2026

2036 Notes C$3,500,000,000 4.350% notes due 2036 Aggregate principal amount issued June 12, 2026

2056 Notes C$4,750,000,000 5.000% notes due 2056 Aggregate principal amount issued June 12, 2026

Aggregate public offering price C$13.967 billion Total for all series of notes

Estimated net proceeds C$13.934 billion After underwriting discounts, before expenses

Key Terms

Underwriting Agreement, registration statement on Form S-3, Indenture, Supplemental Indenture, +2 more

6 terms

Underwriting Agreement financial

"pursuant to an Underwriting Agreement dated June 8, 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 on February 6, 2026"

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.

Supplemental Indenture financial

"as amended and supplemented by Supplemental Indenture No. 1, dated as of April 13, 2022"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Officers’ Certificate regulatory

"together with the officers’ certificate dated as of June 12, 2026 issued pursuant thereto"

aggregate principal amount financial

"closed the sale of C$1,250,000,000 aggregate principal amount of its 3.400% notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities did Amazon.com, Inc. (AMZN) issue in this 8-K?

Amazon issued multiple series of senior unsecured notes in Canadian dollars, with coupons from 3.400% to 5.000% and maturities between 2029 and 2056. These notes were sold under an existing Form S-3 shelf registration statement.

How much did Amazon (AMZN) raise in aggregate from the new notes?

The aggregate public offering price of the notes was C$13.967 billion. Estimated net proceeds were approximately C$13.934 billion after underwriting discounts and before offering expenses, providing substantial new long-term funding in Canadian dollars.

What are the interest rates and maturities of Amazon’s new Canadian dollar notes?

Amazon’s notes include 3.400% notes due 2029, 3.700% notes due 2031, 4.000% notes due 2033, 4.350% notes due 2036, and 5.000% notes due 2056. This creates a laddered maturity profile from 2029 through 2056.

Under what legal framework were the new Amazon (AMZN) notes issued?

The notes were issued under an Indenture dated November 29, 2012, as amended by a 2022 supplemental indenture and an officers’ certificate dated June 12, 2026. They were registered under Amazon’s Form S-3 shelf registration filed February 6, 2026.

Who acted as trustee for Amazon’s new notes and what agreements are filed?

Computershare Trust Company, National Association serves as successor trustee under the existing Indenture. The 8-K files the Underwriting Agreement, the officers’ certificate, and the forms of each note series as exhibits, along with a legal opinion and related consent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 05:00 PM EDT

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

June 12, 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	—True	The Nasdaq Stock Market LLC
2.800% Notes due 2028	True—	The Nasdaq Stock Market LLC
3.100% Notes due 2030	True—	The Nasdaq Stock Market LLC
3.350% Notes due 2032	True—	The Nasdaq Stock Market LLC
3.700% Notes due 2035	True—	The Nasdaq Stock Market LLC
4.050% Notes due 2039	True—	The Nasdaq Stock Market LLC
4.450% Notes due 2045	True—	The Nasdaq Stock Market LLC
4.850% Notes due 2064	True—	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 5.1

EXHIBIT 23.1

Table of Contents

ITEM 8.01.

OTHER EVENTS.

On June 12, 2026, Amazon.com, Inc. (the “Company”) closed the sale of C$1,250,000,000 aggregate principal amount of its 3.400% notes due 2029 (the “2029 Notes”), C$2,500,000,000 aggregate principal amount of its 3.700% notes due 2031 (the “2031 Notes”), C$2,000,000,000 aggregate principal amount of its 4.000% notes due 2033 (the “2033 Notes”), C$3,500,000,000 aggregate principal amount of its 4.350% notes due 2036 (the “2036 Notes”), and C$4,750,000,000 aggregate principal amount of its 5.000% notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes, and the 2036 Notes, the “Notes”) pursuant to an Underwriting Agreement dated June 8, 2026 (the “Underwriting Agreement”) among the Company and the several underwriters named 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 C$13.967 billion and the estimated net proceeds from the offering were approximately C$13.934 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 June 12, 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 2029 Note, form of 2031 Note, form of 2033 Note, form of 2036 Note, and form of 2056 Note which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, and Exhibit 4.6, respectively, and incorporated herein by reference.

Table of Contents

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description

1.1	Underwriting Agreement, dated as of June 8, 2026, among Amazon.com, Inc. and the several underwriters named therein.

4.1	Officers’ Certificate of Amazon.com, Inc., dated as of June 12, 2026.

4.2	Form of 3.400% Note due 2029 (included in Exhibit 4.1).

4.3	Form of 3.700% Note due 2031 (included in Exhibit 4.1).

4.4	Form of 4.000% Note due 2033 (included in Exhibit 4.1).

4.5	Form of 4.350% Note due 2036 (included in Exhibit 4.1).

4.6	Form of 5.000% Note due 2056 (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).

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: June 12, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Amazon.com sells C$13.97B in new notes

Rhea-AI Filing Summary