Amazon.com (NASDAQ: AMZN) adds $17.5B senior unsecured term loan

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Amazon.com, Inc. entered into a new term loan agreement on June 8, 2026, providing a $17.5 billion senior unsecured delayed draw term loan facility. Amazon can draw on this facility until September 30, 2026 and each borrowing will mature three years after the draw date.

Borrowings may accrue interest at either an Alternate Base Rate with a 0% margin or a Term SOFR Rate with a margin between 0.625% and 0.875%, depending on the company’s credit ratings. The facility is for general corporate purposes and allows optional prepayments and commitment reductions without premium or penalty, although prepaid amounts cannot be reborrowed.

The agreement includes customary representations, covenants, and events of default but no financial covenants. If an uncured event of default occurs, outstanding amounts may be declared immediately due and commitments terminated.

Insights

Amazon secures a large flexible term loan without financial covenants.

Amazon.com, Inc. arranged a $17.5 billion senior unsecured delayed draw term loan facility with Citibank N.A. as administrative agent. The company can draw funds until September 30, 2026, with each borrowing maturing three years after it is taken.

Interest can be based on an Alternate Base Rate with a 0% margin or a Term SOFR Rate with a margin between 0.625% and 0.875%, linked to Amazon’s credit ratings. The facility is senior unsecured and intended for general corporate purposes, providing balance sheet flexibility.

The agreement contains customary representations, covenants, and events of default, but no financial covenants, which reduces ongoing ratio-based restrictions. However, an uncured event of default could accelerate repayment and terminate commitments, so Amazon must continue to meet those non-financial conditions.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

DDTL Facility Size: $17.5 billion Commitment Expiry: September 30, 2026 Loan Maturity: 3 years +2 more

5 metrics

DDTL Facility Size $17.5 billion Senior unsecured delayed draw term loan credit facility

Commitment Expiry September 30, 2026 Deadline to borrow under the DDTL Facility

Loan Maturity 3 years From each borrowing date under the facility

Alternate Base Rate Margin 0% Applicable margin on Alternate Base Rate loans

Term SOFR Margin Range 0.625%–0.875% Margin on Term SOFR loans based on credit ratings

Key Terms

delayed draw term loan credit facility, senior unsecured, Alternate Base Rate, Term SOFR Rate, +1 more

5 terms

delayed draw term loan credit facility financial

"The DDTL Credit Agreement provides the Company with a $17.5 billion senior unsecured delayed draw term loan credit facility"

senior unsecured financial

"The DDTL Credit Agreement provides the Company with a $17.5 billion senior unsecured delayed draw term loan credit facility"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

Alternate Base Rate financial

"a floating rate per annum equal to a base rate (the “Alternate Base Rate”) plus an applicable margin"

Term SOFR Rate financial

"a per annum rate equal to a term SOFR rate (the “Term SOFR Rate”) plus an applicable margin"

Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.

events of default financial

"The DDTL Credit Agreement contains customary representations and warranties, covenants, and events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/10/2026 - 09:00 AM

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 8, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.	3

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.	3

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.	3

SIGNATURES	4

EXHIBIT 10.1

Table of Contents

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 8, 2026, Amazon.com, Inc. (the “Company”), Citibank N.A., as administrative agent, and the lenders party thereto entered into a term loan agreement (the “DDTL Credit Agreement”). The DDTL Credit Agreement provides the Company with a $17.5 billion senior unsecured delayed draw term loan credit facility (the “DDTL Facility”). Commitments to provide the DDTL Facility will expire on September 30, 2026 unless fully borrowed prior to such date. The maturity date of any loans borrowed under the DDTL Facility is the three-year anniversary of the date that the loans under the DDTL Facility are borrowed.

The Company may optionally prepay the loans or irrevocably reduce or terminate the unutilized portion of the commitments under the DDTL Facility in whole or in part, without premium or penalty (other than, if applicable, customary breakage costs) at any time. Amounts prepaid under the DDTL Facility may not be reborrowed.

Delayed draw term loans will bear interest, at the Company’s option, at either (i) a floating rate per annum equal to a base rate (the “Alternate Base Rate”) plus an applicable margin or (ii) a per annum rate equal to a term SOFR rate (the “Term SOFR Rate”) plus an applicable margin. The applicable margin applicable to outstanding balances under the DDTL Credit Agreement for Alternate Base Rate loans is 0% and the applicable margin for Term SOFR Rate loans will range from 0.625% to 0.875%, based on the Company’s credit ratings.

Borrowings under the DDTL Facility will be used for general corporate purposes.

The DDTL Credit Agreement contains customary representations and warranties, covenants, and events of default, but does not contain financial covenants. Upon the occurrence of an event of default that is not cured within applicable grace periods or waived, any unpaid amounts owing under the DDTL Facility may be declared immediately due and payable and the commitments may be terminated.

The financial institutions party to the DDTL Credit Agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

The foregoing description of the DDTL Credit Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit Number	Description
10.1	Term Loan Agreement, dated as of June 8 2026, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto.
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 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did Amazon.com (AMZN) enter into on June 8, 2026?

Amazon entered into a senior unsecured delayed draw term loan facility totaling $17.5 billion. The agreement with Citibank N.A. and other lenders provides additional borrowing capacity for general corporate purposes under defined terms and conditions.

When do Amazon’s commitments under the new $17.5 billion DDTL Facility expire?

Commitments to provide loans under the $17.5 billion delayed draw term loan facility expire on September 30, 2026. Amazon must borrow before that date to use the facility, and any undrawn commitments after then will lapse.

What are the interest rate options on Amazon’s new delayed draw term loan facility?

Borrowings may bear interest at either an Alternate Base Rate with a 0% margin or a Term SOFR Rate. For Term SOFR loans, the applicable margin ranges from 0.625% to 0.875%, depending on Amazon’s credit ratings at the time.

How long is the maturity of loans drawn under Amazon’s $17.5 billion DDTL Facility?

Each loan borrowed under the delayed draw term loan facility matures on the three-year anniversary of its borrowing date. This structure effectively provides medium-term funding for Amazon from each individual draw it makes.

Can Amazon prepay or reduce commitments under the new DDTL Facility without penalty?

Amazon may optionally prepay loans or reduce or terminate unused commitments in whole or in part without premium or penalty. It may owe customary breakage costs, and any amounts prepaid cannot be reborrowed under the facility.

Does Amazon’s new term loan agreement include financial covenants?

The delayed draw term loan agreement contains customary representations, warranties, covenants, and events of default, but it does not include financial covenants. This means there are no ongoing ratio-based financial tests specified in the agreement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 584.8 KB

Amazon.com (NASDAQ: AMZN) adds $17.5B senior unsecured term loan

Rhea-AI Filing Summary

Positive

Negative