UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~November~~February 205, ~~2025~~2026

Date of Report

(Date of earliest event reported)

_________________________

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-22513		91-1646860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

_________________________

Delaware

000-22513

91-1646860

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington 98109-5210

(Address of principal executive offices, including Zip Code)

(206) 266-1000

(Registrant’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

AMZN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

Emerging growth company			¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Table of Contents

TABLE OF CONTENTS

ITEM 8.01. OTHER EVENTS.	3
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.		3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.	4	3
SIGNATURES	5	4
EXHIBIT 1.1
EXHIBIT 99.1
EXHIBIT 4.1
EXHIBIT 99.2
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 5.1
EXHIBIT 23.1

Table of Contents

ITEM 8 2.0102. RESULTS ~~OTHER~~OF ~~EVENTS~~OPERATIONS AND FINANCIAL CONDITION.

On ~~November~~February 205, ~~2025~~ 2026, Amazon.com, Inc. ~~(the~~announced ~~“Company”)~~its ~~closed~~fourth ~~the~~quarter ~~sale~~2025 ofand ~~$2,500,000,000~~year ~~aggregate~~ended ~~principal~~December ~~amount~~31, of2025 ~~its~~financial 3results.~~900%~~ ~~notes due~~A ~~2028~~copy ~~(the “2028 Notes”), $2,500,000,000 aggregate principal amount~~ of ~~its~~the ~~4.100%~~press ~~notes~~release ~~due~~containing ~~2030 (~~the ~~“2030~~announcement ~~Notes”), $1,500,000,000~~is ~~aggregate~~included ~~principal~~as ~~amount~~Exhibit ~~of its 4~~99.~~350%~~1 ~~notes~~and ~~due~~additional ~~2033~~information (regarding the ~~“2033~~inclusion ~~Notes”), $3,500,000,000 aggregate principal amount~~ of ~~its~~non-GAAP ~~4.650%~~financial ~~notes~~measures ~~due~~in ~~2035~~certain ~~(the “2035 Notes”), $3,000,000,000 aggregate principal amount~~ of ~~its 5~~Amazon.~~450% notes due 2055 (the “2055 Notes”)~~com, ~~and $2,000,000,000 aggregate principal amount of its 5~~Inc.~~550%~~’s ~~notes~~public ~~due 2065 (the “2065 Notes” and~~disclosures, ~~together~~including ~~with~~its ~~the~~fourth ~~2028~~quarter ~~Notes,~~2025 ~~2030 Notes, 2033 Notes, 2035 Notes,~~ and ~~2055~~year ~~Notes,~~ended ~~the~~December ~~“Notes”) pursuant to an Underwriting Agreement dated November 17~~31, 2025 ~~(the~~financial ~~“Underwriting~~results ~~Agreement”) among the Company and Goldman Sachs & Co. LLC~~announcement, ~~J.P.~~ ~~Morgan~~is ~~Securities~~included ~~LLC, and Morgan Stanley & Co. LLC,~~ as ~~managers~~Exhibit ~~of the several underwriters named in Schedule II therein~~99. ~~The~~2. ~~sale~~Both of ~~the~~these ~~Notes~~exhibits ~~was~~are ~~registered~~incorporated ~~under~~herein ~~the~~by ~~Company’s registration statement on Form S-3 filed on February 3, 2023 (File No~~reference. ~~333-269547).~~

The aggregate public offering price of the Notes was $14.961 billion and the estimated net proceeds from the offering were approximately $14.926 billion, after deducting underwriting discounts from the public offering price and before deducting offering expenses payable by us. The Notes were issued pursuant to an Indenture dated as of November 29, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior Trustee”), as amended and supplemented by Supplemental Indenture No. 1, dated as of April 13, 2022, among the Company, the Prior Trustee, and Computershare Trust Company, National Association, as successor trustee, together with the officers’ certificate dated as of November 20, 2025 issued pursuant thereto establishing the terms of each series of the Notes (the “Officers’ Certificate”).

The foregoing descriptions of the Underwriting Agreement and the Officers’ Certificate are qualified in their entirety by the terms of such documents, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of 2028 Note, form of 2030 Note, form of 2033 Note, form of 2035 Note, form of 2055 Note, and form of 2065 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, and Exhibit 4.7, respectively, and incorporated herein by reference.

Table of Contents

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
ExhibitNumber		Description
1.1	Underwriting Agreement, dated as of November 17, 2025, among Amazon.com, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as managers of the several underwriters named in Schedule II therein.
99.1		Press Release dated February 5, 2026 announcing Amazon.com, Inc.’s Fourth Quarter 2025 and Year Ended December 31, 2025 Financial Results.
4.1	Officers’ Certificate of Amazon.com, Inc., dated as of November 20, 2025.
99.2		Information Regarding Non-GAAP Financial Measures.
4.2	Form of 3.900% Note due 2028 (included in Exhibit 4.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
4.3	Form of 4.100% Note due 2030 (included in Exhibit 4.1).
4.4	Form of 4.350% Note due 2033 (included in Exhibit 4.1).
4.5	Form of 4.650% Note due 2035 (included in Exhibit 4.1).
4.6	Form of 5.450% Note due 2055 (included in Exhibit 4.1).
4.7	Form of 5.550% Note due 2065 (included in Exhibit 4.1).
5.1	Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

Table of Contents

SIGNATURES

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 hereunto duly authorized.

	AMAZON.COM, INC. (REGISTRANT)
	By:	/s/ Antonio Masone
		Antonio Masone
		Vice President and Treasurer
Dated: November 20, 2025


			AMAZON.COM, INC. (REGISTRANT)

			By:			/s/ Brian T. Olsavsky
						Brian T. Olsavsky
						Senior Vice President and Chief Financial Officer

Dated: February 5, 2026

Filing Compare · AMAZON COM INC