Amazon issues multi-maturity notes with $14.926B net proceeds

Rhea-AI Filing Summary

Amazon.com, Inc. reported that on November 20, 2025 it closed a large bond financing, selling multiple series of senior notes under its existing shelf registration. The company issued $2,500,000,000 of 3.900% notes due 2028, $2,500,000,000 of 4.100% notes due 2030, $1,500,000,000 of 4.350% notes due 2033, $3,500,000,000 of 4.650% notes due 2035, $3,000,000,000 of 5.450% notes due 2055, and $2,000,000,000 of 5.550% notes due 2065.

The aggregate public offering price of the notes was $14.961 billion, and estimated net proceeds were approximately $14.926 billion after underwriting discounts and before expenses. The notes were issued under Amazon’s existing indenture, as supplemented, with Computershare Trust Company, National Association acting as successor trustee, and were sold to a syndicate led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.

Insights

Corporate credit analyst

Amazon adds long-dated fixed-rate debt across six note series totaling $14.961B in offering price.

Amazon.com, Inc. has executed a sizable multi-tranche bond issuance, with coupons ranging from 3.900% on notes due 2028 to 5.550% on notes due 2065. This structure spreads refinancing risk across maturities from 2028 through 2065 and locks in fixed rates over a long horizon.

The aggregate public offering price is disclosed as $14.961 billion, with estimated net proceeds of approximately $14.926 billion after underwriting discounts and before expenses. The notes were issued under an existing indenture, now administered by Computershare Trust Company, National Association as successor trustee, which indicates these are part of Amazon’s ongoing senior debt program rather than a new capital structure.

The underwriting syndicate is led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC under an agreement dated November 17, 2025. Future periodic filings can provide further context on how this additional debt fits into Amazon’s broader leverage, interest expense, and capital allocation profile.

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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

November 20, 2025

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.		¨

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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 5.1
EXHIBIT 23.1

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ITEM 8.01. OTHER EVENTS.

On November 20, 2025, Amazon.com, Inc. (the “Company”) closed the sale of $2,500,000,000 aggregate principal amount of its 3.900% notes due 2028 (the “2028 Notes”), $2,500,000,000 aggregate principal amount of its 4.100% notes due 2030 (the “2030 Notes”), $1,500,000,000 aggregate principal amount of its 4.350% notes due 2033 (the “2033 Notes”), $3,500,000,000 aggregate principal amount of its 4.650% notes due 2035 (the “2035 Notes”), $3,000,000,000 aggregate principal amount of its 5.450% notes due 2055 (the “2055 Notes”), and $2,000,000,000 aggregate principal amount of its 5.550% notes due 2065 (the “2065 Notes” and, together with the 2028 Notes, 2030 Notes, 2033 Notes, 2035 Notes, and 2055 Notes, the “Notes”) pursuant to an Underwriting Agreement dated November 17, 2025 (the “Underwriting Agreement”) among the Company and 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 3, 2023 (File No. 333-269547).

The aggregate public offering price of the Notes was $14.961 billion and the estimated net proceeds from the offering were approximately $14.926 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 November 20, 2025 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 Note, form of 2030 Note, form of 2033 Note, form of 2035 Note, form of 2055 Note, and form of 2065 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, and Exhibit 4.7, 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 November 17, 2025, among Amazon.com, Inc. and 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 November 20, 2025.
4.2		Form of 3.900% Note due 2028 (included in Exhibit 4.1).
4.3		Form of 4.100% Note due 2030 (included in Exhibit 4.1).
4.4		Form of 4.350% Note due 2033 (included in Exhibit 4.1).
4.5		Form of 4.650% Note due 2035 (included in Exhibit 4.1).
4.6		Form of 5.450% Note due 2055 (included in Exhibit 4.1).
4.7		Form of 5.550% Note due 2065 (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: November 20, 2025

5

FAQ

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

Amazon.com, Inc. reported that on November 20, 2025 it closed the sale of six series of senior notes, issuing billions of dollars of fixed-rate debt with maturities from 2028 to 2065.

How much did Amazon raise in the new notes offering?

The aggregate public offering price of Amazon’s notes was $14.961 billion, with estimated net proceeds of approximately $14.926 billion after underwriting discounts and before expenses.

What are the interest rates and maturities of Amazons new notes?

Amazon issued 3.900% notes due 2028, 4.100% notes due 2030, 4.350% notes due 2033, 4.650% notes due 2035, 5.450% notes due 2055, and 5.550% notes due 2065.

Under what registration statement were Amazons notes sold?

The sale of the notes was registered under Amazons shelf registration statement on Form S-3, filed on February 3, 2023 under File No. 333-269547.

Who were the lead underwriters for Amazons bond deal?

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC acted as managers for the several underwriters under an Underwriting Agreement dated November 17, 2025.

Which trustee and legal firms are involved with these Amazon notes?

The notes were issued under an indenture with Wells Fargo Bank, National Association as prior trustee and Computershare Trust Company, National Association as successor trustee. Gibson, Dunn & Crutcher LLP provided the legal opinion and consent.