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Amazon completes £4.25B sterling debt sale

Amazon.com, Inc. issued £4.25 billion of sterling notes across four maturities, raising about £4.235 billion in net proceeds.

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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

AMAZON.COM, INC. (AMZN) completed a sterling-denominated debt offering, closing the sale of £1,250,000,000 of 5.200% notes due 2029, £1,000,000,000 of 5.550% notes due 2032, £1,000,000,000 of 6.250% notes due 2038, and £1,000,000,000 of 6.650% notes due 2045. The sale was made under an effective shelf registration statement on Form S-3.

The aggregate public offering price of the notes was £4.242 billion, and estimated net proceeds to Amazon.com, Inc. were approximately £4.235 billion after underwriting discounts and before expenses. The notes were issued under an existing indenture with Wells Fargo Bank, National Association, as amended, with terms for each series set by an officers’ certificate dated September 14, 2026.

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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.
Principal amount, 5.200% Notes due 2029 £1,250,000,000 Aggregate principal amount of 2029 Notes issued on September 14, 2026
Principal amount, 5.550% Notes due 2032 £1,000,000,000 Aggregate principal amount of 2032 Notes issued on September 14, 2026
Principal amount, 6.250% Notes due 2038 £1,000,000,000 Aggregate principal amount of 2038 Notes issued on September 14, 2026
Principal amount, 6.650% Notes due 2045 £1,000,000,000 Aggregate principal amount of 2045 Notes issued on September 14, 2026
Aggregate public offering price £4.242 billion Total public offering price for all series of Notes
Estimated net proceeds £4.235 billion Net proceeds after underwriting discounts and before expenses
Coupon rates 5.200%, 5.550%, 6.250%, 6.650% Annual interest rates for 2029, 2032, 2038, and 2045 Notes, respectively
Underwriting Agreement financial
"pursuant to an Underwriting Agreement dated September 9, 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.
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 financial
"together with the officers’ certificate dated as of September 14, 2026"
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.
Offering Type shelf

FAQ

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

What debt securities did AMZN issue in this September 2026 transaction?
Amazon.com, Inc. issued £1.25 billion of 5.200% notes due 2029, £1.0 billion of 5.550% notes due 2032, £1.0 billion of 6.250% notes due 2038, and £1.0 billion of 6.650% notes due 2045.

How much did AMZN raise in total principal from this notes offering?
The company sold an aggregate principal amount of £4,250,000,000 across the four note series: 2029, 2032, 2038, and 2045 maturities.

What net proceeds did AMZN receive from the September 14, 2026 notes sale?
Estimated net proceeds were approximately £4.235 billion, after deducting underwriting discounts from the £4.242 billion aggregate public offering price and before deducting offering expenses.

Under what registration did AMZN’s September 2026 notes offering occur?
The notes sale was registered under Amazon.com, Inc.’s Form S-3 registration statement filed on February 6, 2026, identified as File No. 333-293246.

Which documents govern AMZN’s new notes issued in September 2026?
The notes were issued under an Indenture dated November 29, 2012, as amended by Supplemental Indenture No. 1, and an officers’ certificate dated September 14, 2026 establishing each series’ terms, plus an Underwriting Agreement dated September 9, 2026.

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

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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

 

September 14, 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 5.1  
   
EXHIBIT 23.1  

 

2

Table of Contents

 

ITEM 8.01. OTHER EVENTS.

 

On September 14, 2026, Amazon.com, Inc. (the “Company”) closed the sale of £1,250,000,000 aggregate principal amount of its 5.200% notes due 2029 (the “2029 Notes”), £1,000,000,000 aggregate principal amount of its 5.550% notes due 2032 (the “2032 Notes”), £1,000,000,000 aggregate principal amount of its 6.250% notes due 2038 (the “2038 Notes”), and £1,000,000,000 aggregate principal amount of its 6.650% notes due 2045 (the “2045 Notes” and, together with the 2029 Notes, 2032 Notes, and 2038 Notes, the “Notes”) pursuant to an Underwriting Agreement dated September 9, 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 £4.242 billion and the estimated net proceeds from the offering were approximately £4.235 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 September 14, 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 2032 Note, form of 2038 Note, and form of 2045 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, and Exhibit 4.5, 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 September 9, 2026, among Amazon.com, Inc. and the several underwriters named therein.
       
  4.1   Officers’ Certificate of Amazon.com, Inc., dated as of September 14, 2026.
       
  4.2   Form of 5.200% Note due 2029 (included in Exhibit 4.1).
       
  4.3   Form of 5.550% Note due 2032 (included in Exhibit 4.1).
       
  4.4   Form of 6.250% Note due 2038 (included in Exhibit 4.1).
       
  4.5   Form of 6.650% Note due 2045 (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: September 14, 2026

 

5

 

Source: View Original Filing on SEC EDGAR

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