Other Information
−Removed: 2025 Revolving Credit Agreement
−Removed: The information set forth below is included for the purpose of providing disclosure under “Item 1.01 — Entry into a Material Definitive Agreement,” “Item 1.02 — Termination of a Material Definitive Agreement,” and “Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.
−Removed: On October 29, 2025, Amazon.com, Inc.
−Removed: (the “Company”), Citibank N.A., as administrative agent, and the lenders party thereto entered into a 364-day revolving credit agreement (the “2025 Short-Term Credit Agreement”).
−Removed: The 2025 Short-Term Credit Agreement replaces, on substantially the same terms, the prior $5.0 billion 364-day revolving credit agreement entered into by the Company, Citibank, N.A., and other lenders on October 30, 2024, which was terminated on October 29, 2025.
−Removed: The 2025 Short-Term Credit Agreement provides the Company with an unsecured revolving credit facility with a borrowing capacity of up to $5.0 billion.
−Removed: The term of the 2025 Short-Term Credit Agreement is 364 days, but it may be extended for an additional period of 364 days subject to approval by the lenders.
−Removed: The interest rate applicable to outstanding balances under the 2025 Short-Term Credit Agreement is the applicable benchmark rate specified in the agreement plus 0.45%, with a commitment fee of 0.03% on the undrawn portion of the credit facility.
−Removed: Borrowings under the 2025 Short-Term Credit Agreement will be used for general corporate purposes, including backstopping any notes that the Company may issue under its commercial paper program.
−Removed: The 2025 Short-Term Credit Agreement contains customary representations and warranties, covenants, and events of default, but does not contain financial covenants.
−Removed: Upon an event of default that is not cured within the applicable grace periods or waived, any unpaid amounts under the 2025 Short-Term Credit Agreement may be declared immediately due and payable and the commitments may be terminated.
−Removed: The financial institutions party to the 2025 Short-Term Credit Agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services.
−Removed: Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.
−Removed: The foregoing description of the 2025 Short-Term Credit Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Trading Arrangements
4 unchanged sentences
(incorporated by reference to the Company’s Current Report on Form 8-K, filed May 3, 2024).
−Removed: 10.1 364-Day Revolving Credit Agreement, dated as of October 29, 2025, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto.
+Added: 4.1 Officers’ Certificate of Amazon.com, Inc., dated as of March 13, 2026, containing Form of Floating Rate Note due 2028, Form of Floating Rate Note due 2029, Form of 3.850% Note due 2028, Form of 4.000% Note due 2029, Form of 4.250% Note due 2031, Form of 4.550% Note due 2033, Form of 4.875% Note due 2036, Form of 5.650 % Note due 2046, Form of 5.800% Note due 2056, Form of 5.950% Note due 2066, and Form of 6.050% Note due 2076 (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 13, 2026).
+Added: 4.2 Officers’ Certificate of Amazon.com, Inc., dated as of March 16, 2026, containing Form of Floating Rate Note due 2028, Form of 2.800% Note due 2028, Form of 3.100% Note due 2030, Form of 3.350% Note due 2032, Form of 3.700% Note due 2035, Form of 4.050% Note due 2039, Form of 4.450% Note due 2045, and Form of 4.850% Note due 2064 (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 16, 2026 ).
+Added: 10.1* Equity Commitment Letter Agreement dated as of February 27, 2026, by and between OpenAI Group PBC and Amazon.com NV Investment Holdings LLC, and solely as guarantor, Amazon.com, Inc.
+Added: (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 27, 2026).
31.1 Certification of Andrew R.
8 unchanged sentences
Section 1350.
−Removed: 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL:
+Added: 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL:
(i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).
+Added: __________________
+Added: * Certain confidential portions of this exhibit (indicated therein by asterisks) have been omitted pursuant to Securities and Exchange Commission rules.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
3 unchanged sentences
(Principal Accounting Officer)
−Removed: October 30, 2025
+Added: April 29, 2026
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.