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8-K – 2026-07-09 – tm2619352d4_8k.htm

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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

July 9, 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 4.7

EXHIBIT 4.8

EXHIBIT 4.9

EXHIBIT 5.1

EXHIBIT 23.1

Table of Contents

ITEM 8.01.
OTHER EVENTS.

On July 9, 2026, Amazon.com,
Inc. (the “Company”) closed the sale of $750,000,000 aggregate principal amount of its floating rate notes due 2029 (the “Floating
Rate Notes”), $3,500,000,000 aggregate principal amount of its 4.600% notes due 2029 (the “2029 Notes”), $4,250,000,000
aggregate principal amount of its 4.800% notes due 2031 (the “2031 Notes”), $3,000,000,000 aggregate principal amount of its
5.100% notes due 2033 (the “2033 Notes”), $4,500,000,000 aggregate principal amount of its 5.300% notes due 2036 (the “2036
Notes”), $2,750,000,000 aggregate principal amount of its 6.000% notes due 2046 (the “2046 Notes”), $4,000,000,000 aggregate
principal amount of its 6.100% notes due 2056 (the “2056 Notes”), and $2,250,000,000 aggregate principal amount of its 6.250%
notes due 2066 (the “2066 Notes” and, together with the Floating Rate Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes,
2046 Notes, and 2056 Notes, the “Notes”) pursuant to an Underwriting Agreement dated July 7, 2026 (the “Underwriting
Agreement”) among the Company and Barclays Capital Inc., 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 6, 2026 (File No. 333-293246).

The aggregate public offering
price of the Notes was $24.923 billion and the estimated net proceeds from the offering were approximately $24.867 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 July 9, 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 Floating Rate Note, form of 2029 Note, form of 2031 Note, form
of 2033 Note, form of 2036 Note, form of 2046 Note, form of 2056 Note, and form of 2066 Note, which are filed hereto as Exhibit 4.2, Exhibit
4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, and Exhibit 4.9, 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 July 7, 2026, among Amazon.com, Inc. and Barclays Capital Inc., 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 July 9, 2026.

4.2
Form of Floating Rate Note due 2029 (included in Exhibit 4.1).

4.3
Form of 4.600% Note due 2029 (included in Exhibit 4.1).

4.4
Form of 4.800% Note due 2031 (included in Exhibit 4.1).

4.5
Form of 5.100% Note due 2033 (included in Exhibit 4.1).

4.6
Form of 5.300% Note due 2036 (included in Exhibit 4.1).

4.7
Form of 6.000% Note due 2046 (included in Exhibit 4.1).

4.8
Form of 6.100% Note due 2056 (included in Exhibit 4.1).

4.9
Form of 6.250% Note due 2066 (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: July 9, 2026