AMAZON COM INC 8-K

What Happened
Amazon.com, Inc. filed an 8-K on February 27, 2026, reporting that its wholly‑owned subsidiary, Amazon.com NV Investment Holdings LLC (“Amazon Sub”), entered into an equity commitment letter with OpenAI Group PBC to purchase up to $35.0 billion of OpenAI Series C Preferred Stock. The Company guaranteed Amazon Sub’s obligations under the Letter Agreement. Amazon Sub may elect to buy all or part of the Commitment Shares over time, with a backstop obligation to acquire any remaining Commitment Shares upon OpenAI meeting certain milestones or upon OpenAI completing a U.S. initial public offering or direct listing.

Key Details

• Commitment amount: $35.0 billion for Series C Preferred Stock under the Letter Agreement.
• Timing/expiration: Amazon Sub’s obligation to invest terminates if the $35.0B is not invested by December 31, 2028 (date may accelerate in certain circumstances).
• Related investment: This commitment is separate from and in addition to Amazon Sub’s existing agreement to invest $15.0 billion in OpenAI’s Series C Preferred Stock in the current funding round (scheduled to close March 31, 2026, subject to closing conditions).
• If specified conditions are only met after a Public Listing Transaction, the purchase commitment will convert to the class of OpenAI common stock publicly traded at the same effective price per share as the Series C Preferred.

Why It Matters
This 8-K discloses a large, conditional financing commitment that could significantly increase Amazon’s exposure to OpenAI (potentially up to $50.0 billion when combined with the $15.0B round) and shows Amazon has guaranteed its subsidiary’s obligations. For investors, the filing signals Amazon’s strategic capital support of OpenAI and the potential for material cash deployment over the 2026–2028 period, depending on future milestones, closing conditions, and any public listing by OpenAI. The company also furnished a press release about the agreements (Exhibit 99.1).