Amazon closes sterling senior note sale at £4.242 billion public offering price

Amazon.com, Inc. (Nasdaq: AMZN) closed the sale of four series of sterling-denominated senior notes on September 14, 2026, at an aggregate public offering price of £4.242 billion. The company reported estimated net proceeds of approximately £4.235 billion after deducting underwriting discounts and before deducting offering expenses payable by Amazon (Form 8-K AccNo 0001104659-26-107526).

The close

The completed sale was disclosed under Item 8.01, Other Events, in Amazon’s Form 8-K, accession 0001104659-26-107526. September 14 is both the closing date and the earliest event date in the report. The underwriting agreement was dated September 9, 2026; that earlier agreement date is distinct from the completed sale reported in the filing.

Four series, four maturity years

The largest series by principal amount is £1.25 billion of 5.200% notes due 2029. Amazon also sold £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. All four series are sterling-denominated senior notes.

The principal amounts describe the size of each series. The £4.242 billion figure is the aggregate public offering price, while approximately £4.235 billion is the estimated amount remaining after underwriting discounts, before offering expenses. These measures describe different parts of the transaction and are distinct measures and are not interchangeable. In particular, the estimated net proceeds figure is not a final amount after all offering costs.

Registration and governing documents

The sale was registered under Amazon’s Form S-3 registration statement filed on February 6, 2026, File No. 333-293246. The September 9 underwriting agreement was between Amazon and the several underwriters named in that agreement; it was filed as Exhibit 1.1 to the closing report.

The notes were issued under an indenture dated November 29, 2012, between Amazon and Wells Fargo Bank, National Association, as prior trustee. That indenture was amended and supplemented by Supplemental Indenture No. 1, dated April 13, 2022, among Amazon, the prior trustee and Computershare Trust Company, National Association, as successor trustee. An officers’ certificate dated September 14, 2026, establishes the terms of each series.

Item 9.01(d) lists the officers’ certificate as Exhibit 4.1. Forms of the 2029, 2032, 2038 and 2045 notes appear as Exhibits 4.2 through 4.5 and are included in Exhibit 4.1. The filing also lists an opinion of Gibson, Dunn & Crutcher LLP as Exhibit 5.1, with its consent included there as Exhibit 23.1. Amazon’s Vice President and Treasurer, Antonio Masone, signed the report dated September 14, 2026.

Filing limits

The filing establishes a completed sterling capital-markets transaction with four maturity years and disclosed offering-price and estimated-proceeds figures. Item 8.01 does not state a use of proceeds. The filing does not assign the proceeds to a particular project or financing purpose.

The Item 8.01 narrative also does not provide the detailed underwriting discount schedule, coupon day-count conventions or optional redemption provisions. Those terms are not restated from the difference between the reported price and estimated proceeds or from the series labels alone. The central development is the September 14 close under the September 9 underwriting agreement.