AMAZON COM INC files 424B5: prospectus (424B)
Information contained in this prospectus supplement is subject to completion or amendment. The prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY PROSPECTUS SUPPLEMENT (subject to completion)
(To prospectus dated February 6, 2026)
Issued September 9, 2026 Amazon.com, Inc.
£ % NOTES DUE £ % NOTES DUE
£ % NOTES DUE £ % NOTES DUE
Amazon.com, Inc. is offering £ of our % notes due (the “ notes”), £ of our % notes due (the “ notes”), £ of our % notes due (the “ notes”), and £ of our % notes due (the “ notes” and, together with the notes, the notes, and the notes, the “notes”). The notes will bear interest at a rate of % per annum. The notes will bear interest at a rate of % per annum. The notes will bear interest at a rate of % per annum. The notes will bear interest at a rate of % per annum. We will pay interest semi-annually in arrears on the notes on and of each year, beginning on , 2027. The notes will mature on . The notes will mature on . The notes will mature on . The notes will mature on .
We may redeem some or all of any series of notes at any time at the applicable redemption prices as described under “Description of the Notes — Optional Redemption.” We may redeem any series of notes in whole, but not in part, at any time at our option in the event of certain changes in the tax laws of a relevant Tax Jurisdiction (as defined herein) that would require us to pay additional amounts as described under “Description of the Notes — Redemption for Tax Reasons.” The notes are senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time outstanding. There is no sinking fund for the notes.
Investing in the notes involves risks. See “ Risk Factors ” beginning on page S-7 of this prospectus supplement.
Price to Public (1) Underwriting Discounts and Commissions Proceeds to Amazon (before expenses)
Per note % % % notes total £ £ £
Per note % % % notes total £ £ £
Per note % % % notes total £ £ £
Per note % % % notes total £ £ £
Total £ £ £
Plus accrued interest, if any, from , 2026, if settlement occurs after that date.
We intend to apply to list each series of the notes on the Nasdaq Bond Exchange (“Nasdaq”). The listing applications will be subject to approval by Nasdaq. We currently expect trading in each series of the notes on Nasdaq to begin within 30 days after the original issue date. If such a listing is obtained, we have no obligation to maintain such listing and we may delist any series of the notes at any time. Currently, there is no public market for any series of the notes.
The underwriters expect to deliver the notes on or about , 2026 only in book-entry form through a common depositary of Clearstream Banking, S.A. (“Clearstream”) or Euroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, the “clearing systems”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any day prior to the business date before delivery will be required, by virtue of the fact that the notes initially settle in T+ , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors. See “Underwriting.”
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and exceptions. The “Description of the Notes” section of this prospectus supplement and the “Description of Debt Securities” section of the accompanying prospectus contain a more detailed description of the terms of the notes.
Issuer Amazon.com, Inc.
Securities Offered £ of our % notes due
£ of our % notes due Maturity Date
The notes will mature on .
The notes will mature on .
The notes will mature on .
The notes will mature on .
Interest Rate The notes will bear interest at a rate of % per annum.
The notes will bear interest at a rate of % per annum.
Interest Payment Dates
We will pay interest on the notes semi-annually in arrears on and of each year, beginning on , 2027.
Currency of Payments Initial holders will be required to pay for the notes in sterling, and all payments on the notes will be payable in sterling; provided that if on or after the date of this prospectus supplement sterling is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if sterling is no longer being used for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until sterling is again available to us or so used. The amount payable on any date in sterling will be converted into U.S. dollars as described under “Description of the Notes — Issuance in Sterling; Payment on the Notes.” Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture.
Ranking
The notes will be senior unsecured obligations of ours and will rank equally with all our other senior unsecured indebtedness from time to time outstanding.
Optional Redemption
We may, at our option, redeem any series of notes, in whole or in part, at any time prior to the applicable Par Call Date (defined herein) at a price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such notes matured on the applicable Par Call Date
S-3 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate (as defined in “Description of the Notes — Optional Redemption”) plus basis points in the case of the notes, plus basis points in the case of the notes, plus basis points in the case of the notes, and plus basis points in the case of the notes, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.
Notwithstanding the immediately preceding paragraph, we may, at our option, redeem any series of notes, in whole or in part, at any time, on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.