What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-06 compared with 2025-02-07 · 259 added, 217 removed, 963 unchanged (33% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Amazon.com, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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As of December 31, 2025, the Company reported accrued liabilities of $6.6 billion for various tax contingencies.

Auditing the recognition and measurement of the Company’s tax contingencies was challenging because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment.

Auditing the recognition and measurement of certain of the Company’s uncertain tax positions was challenging because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment.

Management’s evaluation of tax positions is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity.

How We Addressed the Matter in Our Audit We tested controls over the Company’s process to assess the technical merits of its tax contingencies, including controls over:

Addressed the

Matter in Our

Audit We tested controls over the Company’s process to assess the technical merits of its tax contingencies, including controls over:

the assessment as to whether a tax position is more likely than not to be sustained;

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and the development of the related disclosures.

We involved our international tax, transfer pricing, and research and development tax professionals in assessing the technical merits of certain of the Company’s tax positions.

We involved our tax subject matter professionals in assessing the technical merits of certain of the Company’s tax positions.

Depending on the nature of the specific tax position and, as applicable, developments with the relevant tax authorities relating thereto, our procedures included obtaining and examining the Company’s analysis including the Company’s correspondence with such tax authorities and evaluating the underlying facts upon which the tax positions are based.

We used our knowledge of and experience with international, transfer pricing, and other income tax laws of the relevant taxing jurisdictions to evaluate the Company’s accounting for its tax contingencies.

We used our knowledge of and experience with income tax laws of the relevant taxing jurisdictions to evaluate the Company’s accounting for its tax contingencies.

We evaluated developments in the applicable regulatory environments to assess potential effects on the Company’s positions, including recent decisions in relevant court cases.

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OPERATING ACTIVITIES:

Net income (loss) ( 2,722 ) 30,425 59,248

Adjustments to reconcile net income (loss) to net cash from operating activities:

Net income 30,425 59,248 77,670

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other 48,663 52,795 65,756

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Proceeds from property and equipment sales and incentives 4,596 5,341 3,499

Acquisitions, net of cash acquired, non-marketable investments, and other ( 8,316 ) ( 5,839 ) ( 7,082 )

Acquisitions, net of cash acquired, non-marketable investments, and other, net ( 5,839 ) ( 7,082 ) ( 3,841 )

Sales and maturities of marketable securities 5,627 16,403 44,386

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FINANCING ACTIVITIES:

Common stock repurchased ( 6,000 ) — —

Proceeds from short-term debt, and other 18,129 5,142 9,320

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Other income (expense), net 938 ( 2,250 ) 15,229

Total non-operating income (expense) ( 18,184 ) 705 21

Income (loss) before income taxes ( 5,936 ) 37,557 68,614

Benefit (provision) for income taxes 3,217 ( 7,120 ) ( 9,265 )

Total non-operating income 705 21 17,336

Income before income taxes 37,557 68,614 97,311

Provision for income taxes ( 7,120 ) ( 9,265 ) ( 19,087 )

Equity-method investment activity, net of tax ( 12 ) ( 101 ) ( 554 )

Net income (loss) $ ( 2,722 ) $ 30,425 $ 59,248

Net income $ 30,425 $ 59,248 $ 77,670

Basic earnings per share $ 2.95 $ 5.66 $ 7.29

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AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

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2023 2024 2025

Net income (loss) $ ( 2,722 ) $ 30,425 $ 59,248

Net income $ 30,425 $ 59,248 $ 77,670

Other comprehensive income (loss):

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366 6,339 28,304

reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $ 0 , $( 15 ), and $( 2 )

reclassification adjustment for net losses (gains) included in “Other income (expense), net,” net of tax of $( 15 ), $( 2 ), and $ 1,327

50 5 ( 4,273 )

Net change 416 6,344 24,031

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Total other comprehensive income (loss) 1,447 3,006 28,264

Comprehensive income (loss) $ ( 5,833 ) $ 31,872 $ 62,254

Comprehensive income $ 31,872 $ 62,254 $ 105,934

See accompanying notes to consolidated financial statements.

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Balance as of January 1, 2023 10,242 $ 108 $ ( 7,837 ) $ 75,066 $ ( 4,487 ) $ 83,193 $ 146,043

Net loss — — — — — ( 2,722 ) ( 2,722 )

Net income — — — — — 30,425 30,425

Other comprehensive income (loss) — — — — 1,447 — 1,447

Stock-based compensation and issuance of employee benefit plan stock 141 1 — 23,959 — — 23,960

Common stock repurchased ( 46 ) — ( 6,000 ) — — — ( 6,000 )

Balance as of December 31, 2023 10,383 109 ( 7,837 ) 99,025 ( 3,040 ) 113,618 201,875

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We offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders using our services, and programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers, and others to publish and sell content.

We serve developers and enterprises of all sizes through AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services.

We serve developers and enterprises of all sizes through AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, artificial intelligence and machine learning, and other services.

We also manufacture and sell electronic devices.

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See “Note 10 — Segment Information.”

Common Stock Split

On May 27, 2022, we effected a 20 -for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock.

All share, restricted stock unit (“RSU”), and per share or per RSU information throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $ 0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock.”

Principles of Consolidation

The consolidated financial statements include the accounts of Amazon.com, Inc.

and its consolidated entities (collectively, the “Company”), consisting of its wholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and certain entities that support our healthcare services.

Intercompany balances and transactions between consolidated entities are eliminated.

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The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases, valuation and impairment of investments, self-insurance liabilities, and viewing patterns of capitalized video content.

Estimates are used for, but not limited to, collectability of receivables, commitments and contingencies, impairment of property and equipment and operating leases, income taxes, inventory valuation, self-insurance liabilities, stock-based compensation forfeiture rates, the determination of when to capitalize certain costs relating to new products or service offerings, useful lives of equipment, valuation and impairment of investments, valuation of acquired intangibles and goodwill, valuation of derivative instruments, vendor funding, and viewing patterns of capitalized video content.

Actual results could differ materially from these estimates.

We review the useful lives of equipment on an ongoing basis.

In Q4 2024, we completed a useful life study for certain types of heavy equipment and are increasing the useful life from ten years to thirteen years for such equipment effective January 1, 2025.

Based on heavy equipment included in “Property and equipment, net” as of December 31, 2024, we estimate an increase in 2025 operating income of approximately $ 0.9 billion, which will be recorded primarily in “Fulfillment” and impact our North America and International segments.

We completed our most recent servers and networking equipment useful life study in Q4 2024, and are changing the useful lives of a subset of our servers and networking equipment, effective January 1, 2025, from six years to five years .

For those assets included in “Property and equipment, net” as of December 31, 2024, whose useful life will change from six years to five years , we anticipate a decrease in 2025 operating income of approximately $ 0.7 billion.

We expect to continue to acquire more of these server and networking assets in 2025.

In 2024, we also determined, primarily in the fourth quarter, to retire early certain of our servers and networking equipment.

We recorded approximately $ 920 million of accelerated depreciation and related charges for the quarter ended December 31, 2024 related to these decisions.

The accelerated depreciation will continue into 2025 and decrease operating income by approximately $ 0.6 billion in 2025.

These two changes above are due to an increased pace of technology development, particularly in the area of artificial intelligence and machine learning.

We had previously increased the useful life of our servers from five years to six years effective January 1, 2024.

The effect of this change for the year ended December 31, 2024, based on servers that were included in “Property and equipment,

net” as of December 31, 2023 and those acquired during the year ended December 31, 2024, was a reduction in depreciation and amortization expense of $ 3.2 billion and a benefit to net income of $ 2.5 billion, or $ 0.23 per basic share and $ 0.23 per diluted share.

These server and networking equipment useful life changes primarily impact our AWS segment.

For the year ended December 31, 2022, we recorded approximately $ 1.1 billion, of which $ 720 million was recorded in the fourth quarter, of impairments of property and equipment and operating leases primarily related to physical stores.

These charges were recorded in “Other operating expense (income), net” and primarily impacted our North America segment.

For the year ended December 31, 2022, we also recorded expenses of approximately $ 480 million, primarily in “Fulfillment,” primarily relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment.

For the year ended December 31, 2022, we recorded approximately $ 720 million, of which $ 640 million was recorded in the fourth quarter, of estimated severance costs primarily related to planned role eliminations.

These charges were recorded primarily in “Technology and infrastructure,” “Fulfillment,” and “General and administrative” and primarily impacted our North America segment.

Charges for impairment, expenses for terminating contracts and other commitments, and severance costs were not material to our consolidated results of operations for the years ended December 31, 2023 and 2024.

Effective January 1, 2025 we changed our estimate of the useful lives of a subset of our servers and networking equipment from six years to five years .

The shorter useful lives are due to the increased pace of technology development, particularly in the area of artificial intelligence and machine learning.

The effect of this change in estimate for the year ended December 31, 2025, based on servers and networking equipment that were included in “Property and equipment, net” as of December 31, 2024 and those acquired during the year ended December 31, 2025, was an increase in depreciation and amortization expense of $ 1.4 billion and a reduction in net income of $ 1.0 billion, or $ 0.10 per basic share and $ 0.10 per diluted share, which primarily impacted our AWS segment.

During Q3 2025, we recorded $ 2.5 billion of expense related to the settlement of a lawsuit with the FTC.

This charge was recorded in “Other operating expense (income), net” and impacted our North America segment.

During Q4 2025, we recorded $ 2.4 billion of expense related to settlements of a lawsuit and tax disputes, severance costs, and asset impairments.

Of this total, $ 1.1 billion related to the resolution of tax disputes associated with our stores business in Italy, and the settlement of a lawsuit, recorded primarily in “Other operating expense (income), net” and “Fulfillment,” and primarily impacted our International segment.

For the year ended December 31, 2025, we recorded approximately $ 2.7 billion of estimated severance costs primarily related to planned role eliminations, of which $ 1.8 billion was recorded in Q3 2025 and $ 730 million was recorded in the fourth quarter.

These charges increased our payroll and related expenses, were recorded primarily in “Technology and infrastructure,” “Fulfillment,” and “Sales and marketing,” and impacted all of our segments.

For the year ended December 31, 2025, we recorded approximately $ 1.3 billion of asset impairments, of which $ 610 million was recorded in the fourth quarter, primarily consisting of property and equipment and operating leases related to

physical stores.

These fourth quarter charges were recorded in “Other operating expense (income), net” and primarily impacted our North America segment.

Supplemental Cash Flow Information

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Property and equipment acquired under finance leases, net of remeasurements and modifications 642 854 2,911

Property and equipment recognized during the construction period of build-to-suit lease arrangements $ 3,187 $ 357 $ 97

Property and equipment derecognized after the construction period of build-to-suit lease arrangements, with the associated leases recognized as operating $ 5,158 $ 1,374 $ —

Increase (decrease) in property and equipment acquired but not yet paid ( 1,414 ) 7,039 10,155

Earnings Per Share

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Additions to the allowance were $ 5.2 billion, $ 5.5 billion, and $ 5.8 billion and deductions from the allowance were $ 5.1 billion, $ 5.5 billion, and $ 5.8 billion in 2023, 2024, and 2025.

Included in “Inventories” on our consolidated balance sheets are assets totaling $ 948 million, $ 992 million, and $ 998 million as of December 31, 2022, 2023, and 2024, for the rights to recover products from customers associated with our liabilities for return allowances.

Included in “Inventories” on our consolidated balance sheets are assets totaling $ 992 million, $ 998 million, and $ 1.2 billion as of December 31, 2023, 2024, and 2025, for the rights to recover products from customers associated with our liabilities for return allowances.

Cost of Sales

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Other operating expense (income), net, consists primarily of the amortization of intangible assets and asset impairments.

During 2025, we also recorded the settlement of a lawsuit with the FTC and the resolution of tax disputes associated with our stores business in Italy.

Other Income (Expense), Net

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2023 2024 2025

Marketable equity securities valuation gains (losses) $ ( 13,870 ) $ 984 $ ( 1,278 )

Equity warrant valuation gains (losses) ( 2,132 ) 26 ( 192 )

Marketable equity securities valuation gains (losses), net $ 984 $ ( 1,278 ) $ 1,439

Equity warrant valuation gains (losses), net 26 ( 192 ) 553

Reclassification adjustments for gains (losses) on available-for-sale debt securities, net ( 65 ) ( 7 ) 5,600

Upward adjustments relating to equity investments in private companies 40 49 7,709

Foreign currency gains (losses) ( 340 ) 65 ( 408 )

Foreign currency gains (losses), net 65 ( 408 ) 19

Other, net ( 112 ) ( 414 ) ( 91 )

Total other income (expense), net $ 938 $ ( 2,250 ) $ 15,229

Included in other income (expense), net in 2022, 2023, and 2024 is a marketable equity securities valuation gain (loss) of $( 12.7 ) billion, $ 797 million, and $( 1.6 ) billion from our equity investment in Rivian Automotive, Inc.

Our investment in Rivian’s preferred stock was accounted for at cost, with adjustments for observable changes in prices or impairments, prior to Rivian’s initial public offering in November 2021, which resulted in the conversion of our preferred stock to Class A common stock.

As of December 31, 2024, we held 158 million shares of Rivian’s Class A common stock, representing an approximate 14 % ownership interest, and an approximate 13 % voting interest.

We determined that we have the ability to exercise significant influence over Rivian through our equity investment, our commercial arrangement for the purchase of electric vehicles and jointly-owned intellectual property, and one of our employees serving on Rivian’s board of directors.

We elected the fair value option to account for our equity investment in Rivian, which is included in “Marketable securities” on our consolidated balance sheets, and had a fair value of $ 3.7 billion and $ 2.1 billion as of December 31, 2023 and December 31, 2024.

The investment was subject to regulatory sales restrictions resulting in a discount for lack of marketability of approximately $ 800 million as of December 31, 2021, which expired in Q1 2022.

The marketable equity securities valuation gain (loss) of $ 984 million, $( 1.3 ) billion, and $ 1.4 billion in 2023, 2024, and 2025 is primarily from our equity investment in Rivian.

The reclassification adjustments for the gains on available-for-sale debt securities of $ 5.6 billion for the year ended December 31, 2025 is primarily from the portions of our convertible notes investments in Anthropic that were converted to nonvoting preferred stock during the year ended December 31, 2025.

The upward adjustments relating to equity investments in private companies of $ 7.7 billion for the year ended December 31, 2025 reflect observable changes in prices, primarily from our nonvoting preferred stock in Anthropic.

Income tax expense includes U.S.

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Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.

Derivative Instruments

We enter into energy contracts to secure electricity supply for our existing and future operations, some of which extend 20 years.

We may make or receive net cash payments, rather than take delivery of electricity, when our consumption is less than committed quantities due to operational variability.

Because we may make or receive net cash payments, these contracts are derivative instruments.

These contracts are not traded on exchanges or transacted in secondary markets and are not used for trading or speculative purposes.

Derivative instruments are measured at fair value each reporting period.

Fair value measurements are based on valuation methods using both common factors like electricity futures prices where there are more liquid trading volumes generally for remaining contractual periods up to four to five years , forward capacity auctions and risk-free interest rates, and a number of management assumptions for remaining contractual periods greater than four to five years where there is significantly less or no trading data such as long-dated forward commodity prices and implied volatility curves, and credit adjustments.

The extent of management judgment is significant (Level 3).

Fair value measurements will not impact cash flows but may be material to our statements of operations and balance sheet due to the duration of these contracts and volatility inherent in valuation methods.

Generally, we can terminate our contracts by paying cash in the form of fixed penalties, such as reimbursing the counterparty for the costs of new construction incurred.

Termination penalties are generally not based on fair value measurements.

As of December 31, 2025, the energy contract quantities subject to derivative accounting fair value measurements were approximately 200 million megawatt-hours and the weighted-average remaining duration of these contracts is approximately 16 years, with the majority of these megawatt-hours to be delivered beyond the next nine years .

The impact of these fair value measurements on our consolidated statement of operations for the year ended December 31, 2025 was not significant.

Changes in fair value measurements will create unrealized gains and losses recorded within operating expenses on our statements of operations with corresponding assets (unrealized gains) and liabilities (unrealized losses) recorded on our balance sheet.

Certain of our energy contracts are subject to regulatory approval and are exempt from derivative guidance until the approval is obtained.

If possible, we may elect the normal purchases and normal sales (NPNS) scope exemption from derivative guidance for energy contracts where we expect to consume substantially all committed quantities.

A contract that no longer meets the NPNS exemption must be measured at fair value with immediate recognition in our financial statements.

Cash and Cash Equivalents

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This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

The inventory valuation allowance, representing a write-down of inventory, was $ 3.0 billion as of December 31, 2023 and 2024.

The inventory valuation allowance, representing a write-down of inventory, was $ 3.0 billion and $ 3.3 billion as of December 31, 2024 and 2025.

We provide Fulfillment by Amazon services in connection with certain of our sellers’ programs.

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Property includes buildings and land that we own, along with property we have acquired under build-to-suit lease arrangements when we have control over the building during the construction period and finance lease arrangements.

Equipment includes assets such as servers and networking equipment, heavy equipment, and other fulfillment equipment.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, five years

prior to January 1, 2024 and six years subsequent to January 1, 2024 for our servers, six years for our networking equipment, ten years for heavy equipment, and three to ten years for other fulfillment equipment).

Depreciation and amortization expense is classified within the corresponding operating expense categories on our consolidated statements of operations.

Heavy equipment consists primarily of assets that support the infrastructure of our fulfillment network and data centers.

Other equipment consists primarily of fulfillment equipment.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets and classified within the corresponding operating expense categories on our consolidated statements of operations.

The estimated useful lives as of December 31, 2025, are as follows:

Property and equipment Estimated useful life

Buildings Lesser of forty years or the remaining life of the underlying building

Servers and networking equipment Five to six years (1)

Heavy equipment Ten to thirteen years (2)

Other equipment Three to ten years

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(1) Effective January 1, 2024, we changed our estimate of the useful lives for our servers from five to six years , and effective January 1, 2025, we changed our estimate of the useful lives of a subset of our servers and networking equipment from six to five years .

(2) Ten years prior to January 1, 2025.

We categorize leases with contractual terms longer than twelve months as either operating or finance.

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See “Note 5 — Acquisitions, Goodwill, and Acquired Intangible Assets.”

Included in “Other assets” on our consolidated balance sheets are amounts primarily related to video and music content, net of accumulated amortization;

Included in “Other assets” on our consolidated balance sheets are amounts primarily related to convertible notes and certain equity investments;

video and music content, net of accumulated amortization;

long-term deferred tax assets;

acquired intangible assets, net of accumulated amortization;

convertible notes and certain equity investments;

satellite network launch services deposits;

and affordable housing loans.

We recognize certain transactions with governments when there is reasonable assurance that incentives included in the agreements, such as cash or certain tax credits, will be received and we are able to comply with any related conditions.

We will reclassify the satellite network launch service deposits to construction-in-progress included within “Property and equipment, net” on our consolidated balance sheet once the service achieves commercial viability, including sales to customers.

We recognize certain transactions with governments when it is probable that incentives included in the agreements, such as cash or certain tax credits, will be received and we are able to comply with any related conditions.

These incentives are recorded as reductions to the cost of related assets or expenses.

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Non-Marketable Investments

Notes that are convertible to equity classified as available-for-sale are reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss).” Credit losses, if any, are recorded as an allowance through “Other income (expense), net” on our consolidated statements of operations.

Notes that are convertible to equity classified as available-for-sale are reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity.

Credit losses, if any, are recorded as an allowance through “Other income (expense), net” on our consolidated statements of operations.

Upon conversion, the amount of the notes reported at fair value are reclassified generally from available-for-sale to equity investments accounted for at cost, with any associated unrealized gain or loss reclassified from “Accumulated other comprehensive income (loss)” to “Other income (expense), net” on our consolidated statements of operations.

In Q3 2023, we invested in a $ 1.25 billion note from Anthropic, PBC, which is convertible to equity.

In Q1 2024, we invested $ 2.75 billion in a second convertible note.

In Q4 2024, we entered into an agreement and invested $ 1.3 billion in a third convertible note, and will invest an additional $ 2.7 billion by Q4 2025.

The notes are classified as available-for-sale and are classified as Level 3 assets, and as of December 31, 2024 had an estimated fair value of approximately $ 13.8 billion.

From Q3 2023 to Q4 2024, we invested $ 5.3 billion in convertible notes from Anthropic, which are classified as available-for-sale and as Level 3 assets, and as of December 31, 2024 had an estimated fair value of approximately $ 13.8 billion.

In making these estimates, we utilized valuation methods based on information available, including the rights and obligations of the convertible notes, other outstanding classes of securities, observable transactions such as new securities offerings, estimates of expected time to and type of liquidity events and anticipated securities offerings, and discounts for lack of marketability.

Subsequent to December 31, 2024, a portion of the notes were converted to nonvoting preferred stock.

As a result of this conversion, a significant portion of the unrealized gain associated with the notes as of December 31, 2024 was reclassified and

a gain will be recorded in “Other income (expense), net” in our Q1 2025 consolidated statement of operations.

Some of these notes converted to nonvoting preferred stock in Q1 2025.

As a result of conversions, a significant portion of the unrealized gain associated with the notes as of December 31, 2024 was reclassified and a gain of approximately $ 3.3 billion was recorded in “Other income (expense), net” in our consolidated statement of operations.

The investment in nonvoting preferred stock was initially recorded at its estimated fair value at the time of the conversion and is accounted for as a component of our equity investments in private companies not accounted for under the equity-method, with future adjustments for observable changes in prices or impairments representing Level 3 fair value measurements recognized in “Other income (expense), net” on our consolidated statements of operations.

In Q2 2025, we invested $ 1.3 billion in a new convertible note from Anthropic.

In Q3 2025, an additional portion of our notes was converted to nonvoting preferred stock, and as a result of the conversion a portion of the unrealized gain associated with the notes was reclassified and a gain of approximately $ 2.3 billion was recorded in “Other income (expense), net.” We also recorded an upward adjustment of $ 7.2 billion to our nonvoting preferred stock in “Other income (expense), net” to reflect observable changes in price.

In Q4 2025, we invested $ 1.4 billion in a new convertible note from Anthropic.

As of December 31, 2025, the amount recorded on our consolidated balance sheet for nonvoting preferred stock was approximately $ 14.8 billion.

As of December 31, 2025, the estimated fair value of our convertible notes recorded on our consolidated balance sheet was approximately $ 45.8 billion, and the associated pre-tax unrealized gain included in “Accumulated other comprehensive income (loss)” was $ 39.5 billion.

We also have a commercial arrangement primarily for the provision of AWS cloud services, which includes the use of AWS chips.

Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments recognized in “Other income (expense), net” on our consolidated statements of operations.

Subsequent to December 31, 2025, an additional portion of our notes was converted to nonvoting preferred stock.

As a result of this conversion, in our Q1 2026 financial statements, we will reclassify a portion of the unrealized gain associated with the notes as of December 31, 2025 and record a gain of approximately $ 3 billion in “Other income (expense), net.” In our Q1

2026 financial statements, we will also record an upward adjustment of approximately $ 12 billion to our nonvoting preferred stock as of December 31, 2025 in “Other income (expense), net” to reflect observable changes in price.

Equity investments in private companies not accounted for under the equity-method, which primarily relate to nonvoting preferred stock in Anthropic, are accounted for at cost, with adjustments for observable changes in prices or impairments representing Level 3 fair value measurements recognized in “Other income (expense), net” on our consolidated statements of operations.

Each reporting period, we perform a qualitative assessment to evaluate whether the investment is impaired.

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If the investment is impaired, we write it down to its estimated fair value.

As of December 31, 2023 and 2024, these investments had a carrying value of $ 754 million and $ 989 million.

As of December 31, 2024 and 2025, these investments had a carrying value of $ 989 million and $ 16.2 billion.

Equity investments where we can exercise significant influence, but not control, over an investee are accounted for using the equity-method of accounting, or at fair value if we elect the fair value option.

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Each reporting period, we evaluate whether declines in fair value below carrying value are other-than-temporary and if so, we write down the investment to its estimated fair value.

As of December 31, 2023 and 2024, these investments had a carrying value of $ 614 million and $ 1.2 billion.

As of December 31, 2023 and 2024, equity warrants measured at fair value were $ 2.2 billion and $ 2.7 billion, with changes recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2024 and 2025, these investments had a carrying value of $ 1.2 billion and $ 659 million.

As of December 31, 2024 and 2025, equity warrants measured at fair value were $ 2.7 billion, with changes recognized in “Other income (expense), net” on our consolidated statements of operations.

These warrants are classified as Level 2 and 3 assets.

These non-marketable investments are included within “Other assets” on our consolidated balance sheets.

Certain of our investments represent a variable interest in an entity.

We do not consolidate the entities in which we hold these investments because we are not the primary beneficiary.

Certain of our investments represent a variable interest in an entity for which we do not consolidate because we are not the primary beneficiary.

Long-Lived Assets

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Accrued Expenses and Other

Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to tax-related liabilities, leases and asset retirement obligations, self-insurance liabilities, payroll and related expenses, current debt, unredeemed gift cards, customer liabilities, marketing liabilities, acquired digital media content, and other operating expenses.

Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to tax-related liabilities, leases and asset retirement obligations, payroll and related expenses, self-insurance liabilities, unredeemed gift cards, other operating expenses, customer liabilities, marketing liabilities, current debt, and acquired digital media content.

As of December 31, 2024 and 2025, our liabilities for payroll related expenses were $ 7.5 billion and $ 10.5 billion and our liabilities for unredeemed gift cards were $ 5.4 billion and $ 5.6 billion.

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Changes in the number or costs of claims, healthcare costs, judgment and settlement amounts, associated legal expenses, and other factors could cause actual results to differ materially from these estimates.

In the fourth quarter of 2022, we increased our reserves for general, product, and automobile liabilities by $ 1.3 billion primarily driven by changes in our estimates about the costs of asserted and unasserted claims, which was primarily recorded in “Cost of sales” on our consolidated statements of operations and impacted our North America segment.

Increases to our reserves driven by

changes in estimates were not material to our consolidated results of operations for the years ended December 31, 2023 and 2024.

As of December 31, 2023 and 2024, our total self-insurance liabilities were $ 6.3 billion and $ 8.5 billion and are included in “Accrued expenses and other” on our consolidated balance sheets.

As of December 31, 2024 and 2025, our total self-insurance liabilities, which primarily relate to automobile liability, were $ 8.5 billion and $ 10.4 billion and are included in “Accrued expenses and other” on our consolidated balance sheets.

Unearned Revenue

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Included in “Other long-term liabilities” on our consolidated balance sheets was $ 6.5 billion and $ 4.4 billion of unearned revenue as of December 31, 2024 and 2025.

Additionally, we have performance obligations, primarily related to AWS, associated with commitments in customer contracts for future services that have not yet been recognized in our financial statements.

Additionally, we have performance obligations, primarily related to AWS, associated with commitments in customer contracts for future services that we expect to fulfill but have not yet been recognized in our financial statements.

For contracts with original terms that exceed one year, those commitments not yet recognized were approximately $ 244 billion as of December 31, 2025.

The weighted average remaining life of our long-term contracts is 4.1 years.

However, the amount and timing of revenue recognition is largely driven by customer usage, which can extend beyond the original contractual term.

The amount and timing of revenue recognition will be driven by customer usage and our performance in accordance with contractual obligations, which can extend beyond the original contractual duration and commitment.

Other Long-Term Liabilities

Included in “Other long-term liabilities” on our consolidated balance sheets are liabilities primarily related to financing obligations, unearned revenue, asset retirement obligations, tax contingencies, deferred tax liabilities, and digital video and music content.

Included in “Other long-term liabilities” on our consolidated balance sheets are liabilities primarily related to deferred tax liabilities, financing obligations, asset retirement obligations, unearned revenue, tax contingencies, and digital video and music content.

Foreign Currency

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In connection with the settlement and remeasurement of intercompany balances, we recorded gains (losses) of $( 329 ) million, $ 413 million, and $( 863 ) million in 2023, 2024, and 2025.

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Recently Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

We expect to adopt the ASU on a retroactive basis.

We adopted this ASU for the year ended December 31, 2025 on a retroactive basis.

See “Note 9 — Income Taxes.”

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued an ASU amending existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses.

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As of December 31, 2024 and 2025, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.

and foreign government and agency securities, other investment grade securities, and marketable equity securities.

government and agency securities, other investment grade securities, and marketable equity securities.

Cash equivalents and marketable securities are recorded at fair value.

The following table summarizes, by major security type, our cash, cash equivalents, restricted cash, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):

The following table summarizes, by major investment type, our cash, cash equivalents, restricted cash, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):

December 31, 2024

Cash $ 11,706 $ — $ — $ 11,706

Level 1 securities:

Cash and time deposits $ 17,055 $ — $ — $ 17,055

Money market funds 28,282 — — 28,282

Equity securities (1) 3,318

Level 2 securities:

Foreign government and agency securities 505 — — 505

government and agency securities 3,452 1 ( 52 ) 3,401

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Asset-backed securities 1,539 2 ( 18 ) 1,523

Other debt securities 108 — ( 4 ) 104

Other financial instruments 245 — ( 1 ) 244

$ 101,532 $ 6 $ ( 121 ) $ 104,735

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December 31, 2025

Cash $ 17,055 $ — $ — $ 17,055

Level 1 securities:

Cash and time deposits $ 16,145 $ — $ — $ 16,145

Money market funds 29,777 — — 29,777

Equity securities (1) 3,687

Level 2 securities:

Foreign government and agency securities 177 — — 177

government and agency securities 5,231 8 ( 17 ) 5,222

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Asset-backed securities 1,781 8 ( 9 ) 1,780

Other debt securities 68 — ( 1 ) 67

Other financial instruments 129 — — 129

$ 122,605 $ 66 $ ( 33 ) $ 126,325

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Land and buildings $ 123,039 $ 155,121

Equipment 185,039 218,893

Servers and networking equipment 113,156 172,492

Heavy equipment 52,228 65,545

Other equipment 53,509 63,376

Other assets 5,487 5,819

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(1) Includes the original cost and accumulated depreciation of fully-depreciated assets.

Property and equipment acquired but not yet paid are included within “Accounts payable” and were $ 16.8 billion and $ 27.0 billion as of December 31, 2024 and 2025.

Depreciation and amortization expense on property and equipment was $ 30.2 billion, $ 32.1 billion, and $ 41.9 billion which includes amortization of property and equipment acquired under finance leases of $ 5.9 billion, $ 3.9 billion, and $ 3.3 billion for 2023, 2024, and 2025.

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2023 Acquisition Activity

On March 17, 2022, we acquired MGM Holdings Inc., for cash consideration of approximately $ 6.1 billion, net of cash acquired, to provide more digital media content options for customers.

We also assumed $ 2.5 billion of debt, which we repaid immediately after closing.

The acquired assets primarily consist of $ 3.4 billion of video content and $ 4.9 billion of goodwill.

During 2022, we also completed acquisition activity for aggregate cash consideration of $ 141 million, net of cash acquired.

2023 Acquisition Activity

On February 22, 2023, we acquired 1Life Healthcare, Inc.

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During 2024, we completed acquisition activity for aggregate cash consideration of $ 780 million, net of cash acquired.

2025 Acquisition Activity

During 2025, we completed acquisition activity for immaterial aggregate cash consideration, net of cash acquired.

The primary reasons for these transactions were to acquire technologies and know-how to enable Amazon to serve customers more effectively or to expand our customer base.

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(1) Excludes the original cost and accumulated amortization of fully-amortized intangibles.

(2) Finite-lived intangible assets, excluding acquired video content, have estimated useful lives of between one and twenty-five years , and are being amortized to operating expenses on a straight-line basis.

(3) Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts.

Once the research and development efforts are completed, we determine the useful life and begin amortizing the assets.

(2) Finite-lived intangible assets, excluding acquired video content, have estimated useful lives of between one and forty years , and are being amortized to operating expenses on a straight-line basis.

(3) Intangible assets acquired in a business combination that are in-process and used in research and development activities (“IPR&D”) are considered indefinite-lived until the completion or abandonment of the research and development efforts.

Once the research and development efforts are completed, we reclassify the cost of the IPR&D assets to finite-lived intangible assets, determine the useful life, and begin amortization.

Amortization expense for acquired finite-lived intangibles was $ 706 million, $ 838 million, and $ 817 million in 2023, 2024, and 2025.

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Note 6 — DEBT

As of December 31, 2024, we had $ 58.0 billion of unsecured senior notes outstanding (the “Notes”).

As of December 31, 2025, we had $ 68.0 billion of unsecured senior notes outstanding (the “Notes”), including $ 15.0 billion issued in November 2025 for general corporate purposes.

Our total long-term debt obligations are as follows (in millions):

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4.93 % - 5.12 %

$ 2,750 $ 2,750

2017 Notes issuance of $ 17.0 billion

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3.40 % - 4.15 %

12,750 11,250

December 2022 Notes issuance of $ 8.3 billion

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4.61 % - 4.74 %

Credit Facility 682 —

2025 Notes issuance of $ 15.0 billion

2028 - 2065 3.90 % - 5.55 %

3.99 % - 5.62 %

Other long-term debt — 836

Total face value of long-term debt 58,000 68,836

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___________________

(1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 15.4 , 15.2 , 16.5 , 14.2 , 12.8 , and 4.6 years as of December 31, 2024.

(1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, December 2022, and 2025 Notes were 14.4 , 15.4 , 18.1 , 13.2 , 13.8 , 4.4 , and 15.6 years as of December 31, 2025.

The combined weighted-average remaining life of the Notes was 14.1 years as of December 31, 2025.

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There were $ 682 million of borrowings outstanding under the Credit Facility as of December 31, 2023, which had an interest rate of 6.6 %.

As of December 31, 2023, we had pledged $ 806 million of our cash and seller receivables as collateral for debt related to our Credit Facility.

The estimated fair value of the Credit Facility, which was based on Level 2 inputs, approximated its carrying value as of December 31, 2023.

As of December 31, 2025, future principal payments for our total long-term debt were as follows (in millions):

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Dollar and Euro commercial paper programs (the “Commercial Paper Programs”) under which we may from time to time issue unsecured commercial paper up to a total of $ 30.0 billion (including up to € 3.0 billion) at the date of issue, with individual maturities that may vary but will not exceed 397 days from the date of issue.

There were no borrowings

outstanding under the Commercial Paper Programs as of December 31, 2023 and 2024.

In April 2025, we increased the size of the Commercial Paper Programs from $ 20.0 billion to $ 30.0 billion.

There were no borrowings outstanding under the

Commercial Paper Programs as of December 31, 2024 and 2025.

We use the net proceeds from the issuance of commercial paper for general corporate purposes.

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There were no borrowings outstanding under the Credit Agreement as of December 31, 2024 and 2025.

In October 2024, we entered into a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which replaced the prior 364-day revolving credit agreement entered into in November 2023.

In October 2025, we entered into a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which replaced the prior 364-day revolving credit agreement entered into in October 2024.

The Short-Term Credit Agreement matures in October 2026 and may be extended for one additional period of 364 days subject to approval by the lenders.

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Excluding interest, current financing obligations of $ 312 million and $ 358 million are recorded within “Accrued expenses and other” and $ 7.1 billion and $ 7.8 billion are recorded within “Other long-term liabilities” as of December 31, 2024 and 2025.

The weighted-average remaining term of the financing obligations was 17.0 years and 16.1 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2023 and 2024.

(2) Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content, procure energy, and license software that are not reflected on the consolidated balance sheets.

For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date.

The weighted-average remaining term of the financing obligations was 16.1 years and 15.0 years and the weighted-average imputed interest rate was 3.1 % and 2.9 % as of December 31, 2024 and 2025.

(2) Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content, procure energy, acquire property and equipment, and license software that are not reflected on the consolidated balance sheets.

For those agreements with variable terms or subject to certain regulatory approvals, we do not estimate the total obligation beyond any minimum quantities and/or pricing, or termination penalties, as of the reporting date.

Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.

Energy agreements based on actual generation without a fixed or minimum volume commitment are not included.

Our energy agreements generally provide the right to receive energy certificates for no additional consideration.

Certain of our energy agreements also provide the right to receive energy certificates.

(3) Includes asset retirement obligations, the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction, and liabilities associated with digital media content agreements with initial terms greater than one year.

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The complaint alleged, among other things, that “Alexa Voice Software and Alexa enabled devices” infringe U.S.

7,177,798, entitled “Natural Language Interface Using Constrained Intermediate Dictionary of Results.” The complaint sought an injunction, an unspecified amount of damages, enhanced damages , an ongoing royalty, interest, attorneys’ fees, and costs.

The complaint sought an injunction, an unspecified amount of damages, enhanced damages , an ongoing royalty, interest, attorneys’ fees, and costs.

In March 2023, the plaintiffs alleged in their damages report that in the event of a finding of liability Amazon could be subject to $ 140 million to $ 267 million in damages.

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The complaint alleged, among other things, that Amazon S3 and DynamoDB infringe U.S.

7,814,170 and 7,103,640, each entitled “Network Distributed Tracking Wire Transfer Protocol”;

and 7,233,978, entitled “Method and Apparatus for Managing Location Information in a Network Separate from the Data to Which the Location Information Pertains.” The complaint sought an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.

and 7,233,978.

The complaint sought an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.

In April 2024, a jury found that Amazon infringed the asserted patents and awarded Kove $ 525 million in damages.

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Ill.), alleging, among other things, that Amazon’s collection, storage, use, retention, and protection of biometric identifiers violated the Illinois Biometric Information Privacy Act.

The complaints allege purported classes of Illinois residents who had biometric identifiers collected through Amazon products or services, including Amazon Photos, Alexa, AWS cloud services, Ring, Amazon Connect, Amazon’s Flex driver app, and Amazon’s virtual try-on technology.

The complaints allege purported classes of Illinois residents who had biometric identifiers collected through Amazon products or services, including Amazon Photos, Alexa, AWS cloud services, Amazon Connect, Amazon’s virtual try-on technology, and Amazon’s Just Walk Out technology.

The complaints seek certification as class actions, unspecified amounts of damages, injunctive relief, attorneys’ fees, costs, and interest.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

Beginning in March 2020 with Frame-Wilson v.

Amazon.com, Inc.

filed in the United States District Court for the Western District of Washington (“W.D.

Wash.”), private litigants have filed a number of cases in the U.S.

and Canada alleging, among other things, price fixing arrangements between Amazon.com, Inc.

and vendors and third-party sellers in Amazon’s stores, monopolization and attempted monopolization, and consumer protection and unjust enrichment claims.

Attorneys General for the District of Columbia and California brought similar suits in May 2021 and September 2022 in the Superior Court of the District of Columbia and the California Superior Court for the County of San Francisco, respectively.

Some of the private cases include allegations of several distinct purported classes, including consumers who purchased a product through Amazon’s stores and consumers who purchased a product offered by Amazon through another e-commerce retailer.

The complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, civil penalties, attorneys’ fees, and costs.

The Federal Trade Commission and a number of state Attorneys General filed a similar lawsuit in September 2023 in the W.D.

alleging violations of federal antitrust and state antitrust and consumer protection laws.

That complaint alleges, among other things, that Amazon has a monopoly in markets for online superstores and marketplace

services, and unlawfully maintains those monopolies through anticompetitive practices relating to our pricing policies, advertising practices, the structure of Prime, and promotion of our own products on our website.

The complaint seeks injunctive and structural relief, an unspecified amount of damages, and costs.

In May 2024, the Attorney General of Arizona filed a complaint in the Superior Court of Arizona in Maricopa County alleging that Amazon’s practices related to pricing and the Featured Offers in its stores violate state antitrust and consumer protection laws.

That complaint also seeks injunctive relief, an unspecified amount of damages, civil penalties, and costs.

Amazon’s motions to dismiss were granted in part and denied in part in Frame-Wilson in March 2022 and March 2023, De Coster v.

Amazon.com, Inc.

Wash.) in January 2023, and the California Attorney General’s lawsuit in March 2023.

All three courts dismissed claims alleging that Amazon’s pricing policies are inherently illegal and denied dismissal of claims alleging that Amazon’s pricing policies are an unlawful restraint of trade.

In August 2024, the DC Court of Appeals overturned a prior decision by the DC Superior Court dismissing the DC Attorney General’s lawsuit and that case is now proceeding.

In September 2024, the United States District Court for the W.D.

granted in part Amazon’s motion to dismiss the suit brought by the FTC and certain state Attorneys General with respect to five state law claims and denied the motion with respect to the remaining claims.

Since March 2020, private litigants, state Attorneys General, and the Federal Trade Commission have filed cases in the U.S., Canada, and the United Kingdom alleging, among other things:

price fixing arrangements between each of Amazon and its vendors and Amazon and its third-party sellers;

abuse of dominance, monopolization, and attempted monopolization;

and consumer protection and unjust enrichment claims, in violation of federal and state antitrust, state consumer protection, and Canadian and U.K.

antitrust laws.

The first of these complaints was Frame-Wilson v.

Amazon.com, Inc., which was filed in the United States District Court for the Western District of Washington (“W.D.

These complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, structural relief, civil penalties, attorneys’ fees, and costs.

Some of the private plaintiff cases include allegations of distinct purported classes, including consumers who purchased a product through Amazon’s stores and consumers who purchased a product offered by Amazon through another e-commerce retailer.

Some of the cases include allegations that Amazon has a monopoly in markets for online superstores, marketplace services, or intermediation services and that we unlawfully engage in anticompetitive practices relating to our pricing policies, selection of the Featured Offers, use of seller data, advertising practices, the structure of Prime, and promotion of our own products on our website.

In the U.S., most of Amazon’s motions to dismiss were granted in part, but in each case, at least some of the claims survived.

In Canada, class certification was denied in a case before the Federal Court of Canada, finding that plaintiffs had not stated a viable claim, and plaintiffs’ appeal of that ruling is pending.

Two Canadian class actions before other

courts are pre-certification.

In the United Kingdom, two class actions have been certified and a third is pre-certification.

In the U.S., one class action has been certified, and three others are pre-certification.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

In October 2020, Broadband iTV, Inc.

filed a complaint against Amazon.com, Inc., Amazon.com Services LLC, and Amazon Web Services, Inc.

in the United States District Court for the Western District of Texas.

The complaint alleges, among other things, that certain Amazon Prime Video features and services infringe U.S.

9,648,388, 10,546,750, and 10,536,751, each entitled “Video-On-Demand Content Delivery System for Providing Video-On-Demand Services to TV Services Subscribers”;

10,028,026, entitled “System for Addressing On-Demand TV Program Content on TV Services Platform of a Digital TV Services Provider”;

and 9,973,825, entitled “Dynamic Adjustment of Electronic Program Guide Displays Based on Viewer Preferences for Minimizing Navigation in VOD Program Selection.” The complaint seeks an unspecified amount of damages.

In April 2022, Broadband iTV alleged in its damages report that in the event of a finding of liability Amazon could be subject to $ 166 million to $ 986 million in damages.

In September 2022, the district court granted summary judgment, holding that the patents are invalid.

In October 2022, Broadband iTV filed a notice of appeal.

In September 2024, the United States Court of Appeals for the Federal Circuit affirmed the district court’s judgment.

This decision is subject to appeal.

We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter.

In July 2021, the Luxembourg National Commission for Data Protection (the “CNPD”) issued a decision against Amazon Europe Core S.à r.l.

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The decision imposes a fine of € 746 million and corresponding practice revisions.

We believe the CNPD’s decision to be without merit and intend to defend ourselves vigorously in this matter.

In March 2025, the Luxembourg Administrative Court dismissed our appeal of the CNPD’s decision.

In April 2025, we appealed the court’s decision to the Luxembourg Administrative Court of Appeal.

We believe the CNPD’s decision to be without merit and will continue to defend ourselves vigorously in this matter.

In December 2021, the Italian Competition Authority (the “ICA”) issued a decision against Amazon Services Europe S.à r.l., Amazon Europe Core S.à r.l., Amazon EU S.à r.l., Amazon Italia Services S.r.l., and Amazon Italia Logistica S.r.l.

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The decision imposes remedial actions and a fine of € 1.13 billion, which we have paid and will seek to recover pending conclusion of all appeals.

We believe the ICA’s decision to be without merit and intend to defend ourselves vigorously in this matter.

Beginning in October 2023, Nokia Technologies Oy and related entities filed complaints alleging infringement of patents related to video-related technologies against Amazon.com, Inc.

and related entities in multiple courts in the United States, India, the United Kingdom, Germany, and Brazil, the Unified Patent Court of the European Union, and the United States International Trade Commission.

The complaints allege, among other things, that certain Amazon Prime Video services and features of Amazon devices carrying the Prime Video app infringe Nokia’s patents;

some of the complaints additionally allege infringement by Freevee, Twitch, and Amazon voice assistants.

In September 2025, the Italian Administrative Tribunal (the “TAR”) affirmed the ICA’s decision but reduced the fine to € 752 million .

In December 2025, we appealed the TAR’s ruling.

We disagree with the TAR’s decision and will continue to defend ourselves vigorously in this matter.

In June 2025, Xockets, Inc.

filed two complaints against Amazon.com, Inc.

and Amazon Web Services, Inc.

in the United States District Court for the Western District of Texas.

The complaints allege, among other things, that certain versions of the AWS Nitro System infringe U.S.

and 10,212,092.

The complaints seek an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

Beginning in November 2025, InterDigital, Inc.

and related entities filed complaints alleging infringement of patents on video-related technologies against Amazon.com, Inc.

and related entities in multiple courts in the United States, Germany, and Brazil, the Unified Patent Court of the European Union, and the United States International Trade Commission.

The complaints were filed after Amazon’s August 2025 rate-setting complaint on video-related technologies was filed against InterDigital and related entities in the United Kingdom.

InterDigital’s complaints allege, among other things, that certain Amazon Prime Video services and features of Amazon devices carrying the Prime Video app infringe InterDigital’s patents.

The complaints seek, among other things, injunctive relief and, in some cases, unspecified money damages, enhanced damages, attorneys’ fees, costs, interest, and declaratory relief.

These matters are at various procedural stages, with preliminary and final injunctions issued in certain instances.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

In December 2025, Primos Storage Technology LLC filed a complaint against Amazon.com, Inc.

and Amazon Web Services, Inc.

in the United States District Court for the District of Delaware.

The complaint alleges, among other things, that Amazon S3, Amazon EMR, Amazon EC2 instances using Amazon EBS, and Amazon FSx for Lustre infringe U.S.

and 10,599,344, and that Amazon S3 and Amazon EMR infringe U.S.

8,078,944 and 8,312,356.

The complaint seeks injunctive relief, an ongoing royalty, an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and interest.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.

In addition, we are regularly subject to claims, li tigation, and other proceedings, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy and data protection, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters.

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For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies.

Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the

amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows.

Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows.

What changed 10-K

Item 8. Financial Statements and Supplementary Data