AMAZON COM INC

2026 Revolving Credit Agreements and Term Loan Amendment

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.

On October 27, 2026, Amazon.com, Inc. (the “Company”), Citibank, N.A., as administrative agent, and the lenders party thereto entered into a five-year revolving credit agreement (the “2026 Credit Agreement”). The 2026 Credit Agreement replaces the prior $15.0 billion five-year revolving credit agreement entered into by the Company, Citibank, N.A., and other lenders on November 1, 2023, as amended on June 8, 2026, which was terminated on October 27, 2026. The 2026 Credit Agreement provides the Company with an unsecured revolving credit facility with a borrowing capacity of up to $15.0 billion. The term of the 2026 Credit Agreement is five years, but it may be extended for one or more additional one-year terms subject to approval by the lenders.

In addition, on October 27, 2026, the Company, Citibank, N.A., as administrative agent, and the lenders party thereto entered into a 364-day revolving credit agreement (the “2026 Short-Term Credit Agreement,” and together with the 2026 Credit Agreement, the “2026 Revolving Credit Agreements”). The 2026 Short-Term Credit Agreement replaces the prior $5.0 billion 364-day revolving credit agreement entered into by the Company, Citibank, N.A., and other lenders on October 29, 2025, as amended on June 8, 2026, which was terminated on October 27, 2026. The 2026 Short-Term Credit Agreement provides the Company with an unsecured revolving credit facility with a borrowing capacity of up to $5.0 billion. The term of the 2026 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.

The interest rate applicable to outstanding balances under the 2026 Revolving Credit Agreements is the applicable benchmark rate specified in the applicable agreement plus 0.45%, with a commitment fee of 0.03% on the undrawn portion of the applicable credit facility.

Borrowings under the 2026 Revolving Credit Agreements will be used for working capital and other general corporate purposes, including backstopping any notes that the Company may issue under its commercial paper programs.

The 2026 Revolving Credit Agreements contain customary representations and warranties, covenants, and events of default, but do not contain financial covenants. Upon an event of default that is not cured within applicable grace periods or waived, any unpaid amounts under the 2026 Revolving Credit Agreements may be declared immediately due and payable and the commitments may be terminated.

Also on October 27, 2026, the Company, Citibank, N.A., as administrative agent, and the lenders party thereto entered into a first amendment (the “Term Loan Amendment”) to the term loan agreement entered into by the Company, Citibank, N.A., and other lenders on June 8, 2026 (the “Term Loan Agreement”), which provided the Company with a $17.5 billion senior unsecured delayed draw term loan credit facility, of which $17.5 billion was drawn prior to the expiration of the commitments on September 30, 2026 and remains outstanding. The Term Loan Amendment conforms the limitation on liens covenant and the cross-default and cross-acceleration provisions of the Term Loan Agreement to the corresponding provisions of the 2026 Revolving Credit Agreements.

The financial institutions party to the 2026 Revolving Credit Agreements and the Term Loan 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. 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.

The foregoing descriptions of the 2026 Credit Agreement, the 2026 Short-Term Credit Agreement, and the Term Loan Amendment are qualified in their entirety by the terms of such agreements, which are filed hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and incorporated herein by reference.

Trading Arrangements

On August 10, 2026, Brian T. Olsavsky, Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 46,827 shares of Amazon.com, Inc. common stock over a period ending on August 20, 2027, subject to certain conditions.