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Other Information
−Removed: On November 3, 2023 , Jonathan Rubinstein , Director , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 22,953 shares of Amazon.com, Inc.
−Removed: common stock over a period ending on February 9, 2026, subject to certain conditions.
On November 7, 2024 , Douglas Herrington , CEO Worldwide Amazon Stores, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 158,970 shares of Amazon.com, Inc.
common stock over a period ending on December 31, 2025 , subject to certain conditions.
−Removed: On November 8, 2023 , Jeffrey Bezos , our founder and Executive Chair , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 50,000,000 shares of Amazon.com, Inc.
−Removed: common stock over a period ending on January 31, 2025, subject to certain conditions.
On November 7, 2024 , Shelley Reynolds , Vice President , Worldwide Controller, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 16,938 shares of Amazon.com, Inc.
common stock over a period ending on November 29, 2025 , subject to certain conditions.
+Added: On November 11, 2024 , Brian Olsavsky , Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 32,370 shares of Amazon.com, Inc.
+Added: common stock over a period ending on May 30, 2025 , subject to certain conditions.
On November 12, 2024 , David Zapolsky , Senior Vice President , Global Public Policy and General Counsel, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 87,070 shares of Amazon.com, Inc.
2 unchanged sentences
common stock over a period ending on December 31, 2025 , subject to certain conditions.
−Removed: On November 21, 2023 , Brian Olsavsky , Senior Vice President and Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 31,400 shares of Amazon.com, Inc.
−Removed: common stock over a period ending on May 28, 2024, subject to certain conditions.
−Removed: On November 27, 2023 , Judith McGrath , Director , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 5,760 shares of Amazon.com, Inc.
−Removed: common stock over a period ending on March 8, 2024, subject to certain conditions.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Information regarding our Executive Officers required by Item 10 of Part III is set forth in Item 1 of Part I “Business — Information About Our Executive Officers.” Information required by Item 10 of Part III regarding our Directors and any material changes to the process by which security holders may recommend nominees to the Board of Directors is included in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders, and is incorporated herein by reference.
−Removed: Information relating to our Code of Business Conduct and Ethics and, to the extent applicable, compliance with Section 16(a) of the 1934 Act is set forth in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.
+Added: Information relating to our Code of Business Conduct and Ethics, insider trading policies and procedures , and, to the extent applicable, compliance with Section 16(a) of the 1934 Act is set forth in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders and is incorporated herein by reference.
To the extent permissible under Nasdaq rules, we intend to disclose amendments to our Code of Business Conduct and Ethics, as well as waivers of the provisions thereof, on our investor relations website under the heading “Corporate Governance” at amazon.com/ir.
27 unchanged sentences
3.2 Amended and Restated Bylaws of Amazon.com, Inc.
−Removed: (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 6, 2023).
+Added: (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 3, 2024).
4.1 Indenture, dated as of November 29, 2012, between Amazon.com, Inc.
16 unchanged sentences
10.6† Form of Restricted Stock Agreement (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2001).
−Removed: 10.7† Form of Global Restricted Stock Unit Award Agreement for Executive Officers.
−Removed: 10.8 Term Loan Agreement, dated as of January 3, 2023, among Amazon.com, Inc., Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 3, 2023).
+Added: 10.7† Form of Global Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023).
10.8 Five-Year Revolving Credit Agreement, dated as of November 1, 2023, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 1, 2023).
−Removed: 10.10 364-Day Revolving Credit Agreement, dated as of November 1, 2023, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 1, 2023).
+Added: 10.9 364-Day Revolving Credit Agreement, dated as of October 30, 2024, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2024).
+Added: 19.1 Amazon.com, Inc.
+Added: Insider Trading Policy.
21.1 List of Significant Subsidiaries.
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97.1 Amazon.com, Inc.
−Removed: Clawback Policy.
+Added: Clawback Policy (incorporated by reference to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023).
101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:
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Huttenlocher Director
−Removed: /s/ Judith A.
−Removed: McGrath Director
+Added: /s/ Andrew Y.
Nooyi Director
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.