Business Context and Reporting Period
This Form 8-K Current Report was filed by Amazon.com, Inc. on July 9, 2026. The filing reports the closing of a significant debt offering event on the same date.
Key Financial Metrics
The filing details a multi-tranche debt issuance with the following aggregate metrics:
- Total Aggregate Principal Amount: $25.0 billion
- Aggregate Public Offering Price: $24.923 billion
- Estimated Net Proceeds: Approximately $24.867 billion (after underwriting discounts, before offering expenses)
Debt Tranche Breakdown:
| Note Series | Interest Rate | Maturity Year | Principal Amount |
|---|---|---|---|
| Floating Rate Notes | Floating | 2029 | $750 million |
| 2029 Notes | 4.600% | 2029 | $3.5 billion |
| 2031 Notes | 4.800% | 2031 | $4.25 billion |
| 2033 Notes | 5.100% | 2033 | $3.0 billion |
| 2036 Notes | 5.300% | 2036 | $4.5 billion |
| 2046 Notes | 6.000% | 2046 | $2.75 billion |
| 2056 Notes | 6.100% | 2056 | $4.0 billion |
| 2066 Notes | 6.250% | 2066 | $2.25 billion |
Note: This filing does not provide data on revenue, profit, cash flow, or operating margins.
Material Changes
The primary material change is the expansion of the company's debt capital structure through the issuance of $25.0 billion in new notes. The offering was registered under a Form S-3 filed on February 6, 2026. The underwriters included Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Guidance, Outlook, and Risks
The filing does not contain management commentary, forward-looking guidance, or specific risk factors beyond the standard legal qualifications regarding the Underwriting Agreement and the terms of the Notes. The Notes were issued pursuant to an Indenture dated November 29, 2012, as amended and supplemented.
Investor Verification Checklist
- Verify the final use of the approximately $24.867 billion in net proceeds.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific covenants and conditions.
- Examine the Officers' Certificate (Exhibit 4.1) for detailed terms of each note series.
- Confirm the impact of this new debt on the company's overall leverage ratios in subsequent quarterly filings.
