Amazon Issues $25.75 Billion Bonds and Secures $17.5 Billion Loan to Establish Large-Scale Funding Structure

Amazon.com, Inc. (Nasdaq: AMZN) has established a new senior unsecured debt issuance program potentially totaling up to $25.75 billion and separately entered into a $17.5 billion three-year unsecured term loan facility[1][2]. This move is significant for both existing shareholders and bond investors, as it diversifies Amazon’s maturity profile from 2029 through 2066 via a mix of fixed- and floating-rate bonds and bank loans, and enhances its financial flexibility for general corporate purposes such as capital expenditures and debt repayments[1][2].

Under its existing indenture, Amazon executed an Officers’ Certificate on July 9 to authorize eight series of new registered senior unsecured notes totaling approximately $25.75 billion[2]. This authorization permits issuance of $750 million of floating-rate notes due 2029 and multiple fixed-rate notes (coupons ranging from 4.600% to 6.250%) maturing between 2029 and 2066, each with make-whole and “put” provisions as well as specified interest payment, maturity, and redemption terms[2]. The notes will be issued as registered securities under a valid Form S-3 shelf registration, and a July 7 purchase agreement—underwritten by Barclays, Goldman Sachs, J.P. Morgan, and Morgan Stanley—was simultaneously approved and ratified[2].

The basic terms of each authorized series are summarized below (aggregate issuance limit) [2]:

Category	Key Terms Summary
Total Issuance Capacity	Approximately $25,750,000,000 (aggregate of 8 series)
Floating Rate Notes	$750 million, due 2029
Floating Rate Benchmark	Compound SOFR + 0.58% points
Fixed Coupon Range	4.600% – 6.250% per annum
Fixed Maturity Structure	Series maturing in 2029, 2031, 2033, 2036, 2046, 2056, and 2066
First Interest Payment	Floating Rate: October 9, 2026 / Fixed Rate: January 9, 2027
Make-Whole/Put Dates	Each series has make-whole and put dates between June 9, 2029 and January 9, 2066

The fixed-rate notes include make-whole early-redemption provisions and series-specific par-redemption (“put”) dates between June 9, 2029 and January 9, 2066, giving Amazon the option to refinance or redeem early in response to interest-rate movements[2]. These notes are senior unsecured obligations ranking pari passu with Amazon’s other unsecured debt. Wells Fargo Bank served as trustee under the existing indenture, and Computershare Trust Company has been appointed successor trustee, paying agent, and calculation agent[2]. The global notes will be issued in book-entry form through DTC[2].

On June 8, Amazon also entered into a new $17.5 billion unsecured term loan facility, with Citibank acting as administrative agent and a syndicate of lenders[1]. The facility matures on the third anniversary of the funding date, with a commitment termination date of September 30, 2026, prior to which borrowings may be made[1]. Loans can be priced at Term SOFR or Base Rate, with an interest-rate spread of 0.625% to 0.875% per annum based on Amazon’s credit ratings[1].

The term loan agreement includes provisions governing drawdown and repayment mechanics, alternative rate clauses covering Term SOFR and Daily Simple SOFR, negative covenants limiting liens and fundamental changes, financial reporting requirements, and customary events of default and agent/joint lead arranger/management agent governance[1]. The facility may be used for general corporate purposes, capital expenditures, and existing debt refinancing, strengthening liquidity without additional collateral on Amazon’s assets[1].

Meanwhile, Douglas J. Herrington, Global CEO of Amazon Stores, sold 1,000 shares of Amazon common stock at approximately $239.77 per share on July 1 under a 10b5-1 trading plan adopted November 10, 2025, realizing about $239,770 in cash[3]. After this sale, Herrington’s direct holdings total 484,527 shares and his indirect holdings in his 401(k) plan amount to 6,608.081 shares. Based on the sale price, his direct holdings are worth approximately $116,162,607.79 and his 401(k) holdings about $1,585,688.85[3].