Amazon (AMZN) 10-K risk factor changes: FY2025 vs FY2024

The internet [removed: facilitates] [added: and other technologies including artificial intelligence facilitate] competitive entry and comparison shopping, which enhances the ability of new, smaller, or [removed: lesser known] [added: lesser-known] businesses to compete against us.

These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience, or are otherwise impacted by, service disruptions, delays, setbacks, or failures or [removed: quality issues.]

In addition, profitability or other intended benefits, if any, in our newer activities [added: (including development and adoption of automation, artificial intelligence, and machine learning technologies for customer and internal use),] may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them, which investments are often significant.

Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the [added: value of those investments being written down or written off.]

- government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection [added: or retaliatory] measures, including export duties and quotas and custom duties and tariffs, and restrictions around the import and export of certain products, technologies, and components); nationalization; and restrictions on foreign ownership;

- laws and policies of the U.S. and other jurisdictions affecting [removed: trade,] [added: trade (such as tariff policy changes),] foreign investment, loans, and taxes; and

[removed: For example, in order to meet local ownership, regulatory licensing, and cybersecurity requirements, we provide] certain technology services in China through contractual relationships with third parties that hold PRC licenses to provide services.

[added: Although we believe these structures and activities comply with existing] laws, they involve unique risks, and the PRC and India may from time to time consider and implement additional changes in their regulatory, licensing, or other requirements that could impact these structures and activities.

In addition, because China-based sellers account for significant portions of our third-party seller services and advertising revenues, and China-based suppliers provide significant portions of our components and finished goods, regulatory and trade restrictions, [added: tariff policy changes and trade disputes,] data protection and cybersecurity laws, economic factors, geopolitical events, security issues, or other factors negatively impacting China-based sellers and suppliers could adversely affect our operating results.

Demand for our products and services can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product launches, or unforeseeable events, such as in response to global economic conditions such as recessionary fears or rising [removed: inflation,] [added: inflation (including as a result of tariff policy changes),] natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), or geopolitical events.

[added: We may be] unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

We are continuing to rapidly and significantly expand our global operations, including increasing our product and service [removed: offerings and] [added: offerings,] scaling our infrastructure to support our retail and services [removed: businesses.][added: businesses (including our technology infrastructure), and adopting and utilizing artificial intelligence and machine learning technologies.]

- the extent to which operators of [removed: the networks] [added: networks, systems, and services] between [removed: our customers] [added: us] and [removed: our stores] [added: customers] successfully [added: divert customers from or] charge fees to [removed: grant our customers unimpaired and unconstrained] access [removed: to] our [removed: online services;][added: stores and service offerings;]

- disruptions from natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks, armed hostilities, and political conflicts, including those involving China), labor or trade disputes (including restrictive governmental actions impacting us, our customers, and our third-party sellers and suppliers in China or other foreign countries), tariff policy [removed: changes,] [added: changes (such as tariffs proposed or implemented by the U.S.] and [added: other countries and any retaliatory actions), and] similar events; and

In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues, labor or trade disputes, [added: tariff policy changes,] and similar events.

We use third-party technology and systems for a variety of reasons, including, without limitation, [added: artificial intelligence technologies,] encryption and authentication technology, employee [removed: email,] [added: email and other communication technologies,] content delivery to customers, back-office support, and other functions.

Although we have developed systems and processes that are designed to protect customer data and prevent, detect, or mitigate such incidents, including systems and processes designed to reduce the impact of a security incident at a third-party vendor or customer, such measures cannot provide absolute security and may fail to operate as intended or be [removed: circumvented.][added: circumvented, including by use of developing technologies such as artificial intelligence.]

[added: For example, we experience] significant competition in the technology industry, particularly for software engineers, computer scientists, and other technical [removed: staff.][added: staff (including for artificial intelligence and machine learning technologies).]

Decisions by our current suppliers to limit or stop selling or licensing merchandise, content, components, or services to us on acceptable terms, or delay delivery, including as a result of one or more supplier bankruptcies due to poor economic conditions, [removed: as a result of] natural or human-caused disasters (including public health [removed: crises) or] [added: crises),] geopolitical events, [added: labor and trade disputes,] or for other reasons, may result in our being unable to procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

The amount of compensation we receive under certain of our commercial agreements is partially [removed: dependent on the volume of the other company’s sales.]

In addition to risks described elsewhere in this Item 1A relating to fulfillment network and inventory optimization by us and third parties, we are exposed to significant inventory risks that may adversely affect our operating results as a result of seasonality, new product launches, rapid changes in product cycles and [removed: pricing,] [added: pricing (including as a result of tariff policy changes),] defective merchandise, changes in customer demand and consumer spending patterns, changes in consumer tastes with respect to our products, spoilage, and other factors.

- conditions or trends in the [removed: internet] [added: internet, other technologies including artificial intelligence,] and the industry segments we operate in;

- fluctuations in the stock market in general and market prices for [removed: internet-related] [added: technology-related] companies in particular;

These regulations and laws cover taxation, privacy, data use, data protection, data security, data localization, network security, consumer protection, pricing, content, copyrights, distribution, transportation, communications, electronic device certification, electronic waste, energy consumption, environmental and climate-related regulation, electronic contracts [added: and other communications, competition, employment, trade and protectionist measures, web services, the provision of online payment services, registration, licensing, and information reporting requirements, insurance, unencumbered internet access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters.]

For example, we face a number of open investigations based on claims that aspects of our operations infringe [removed: competition] [added: competition-related] or consumer protection [removed: rules,] [added: rules or regulations,] including aspects of Amazon’s operation of its stores, including its fulfillment network and Prime, and certain aspects of AWS’s offering of cloud services.

[removed: Any of these types of proceedings can have an adverse effect on us] because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors.

[added: Additionally, under our A-to-z Guarantee,] we may reimburse customers for certain product liability claims up to certain limits in these situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results.

In addition, the European Union and other countries (including those in which we operate) have enacted or [removed: have committed to] [added: may] enact global minimum taxes, which may increase our tax expense.

[removed: For example, the Indian tax authority has asserted that tax applies to cloud services fees paid to] Amazon in the U.S. We are contesting this position; however, if this matter is adversely resolved, we may be required to pay additional amounts with respect to current and prior periods and our taxes in the future could increase.

The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

quality issues.

For example, in order to meet local ownership, regulatory licensing, and cybersecurity requirements, we provide

dependent on the volume of the other company’s sales.

Any of these types of proceedings can have an adverse effect on us

For example, the Indian tax authority has asserted that tax applies to cloud services fees paid to

value of those investments being written down or written off.

Although we believe these structures and activities comply with existing

We may be

For example, we experience

and other communications, competition, employment, trade and protectionist measures, web services, the provision of online payment services, registration, licensing, and information reporting requirements, unencumbered internet access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters.

Additionally, under our A-to-z Guarantee,

Actual results and outcomes could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange [removed: rates,] [added: rates and energy prices,] changes in global economic [removed: conditions] [added: conditions, tariff] and [added: trade policies, resource and supply volatility, including for memory chips, and] customer demand and spending, inflation, interest rates, regional labor market constraints, world events, the rate of growth of the internet, online commerce, cloud services, and new and emerging technologies, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income or other taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of claims, litigation, government investigations, and other proceedings, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, variability in demand, the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions and strategic transactions, payments risks, and risks of fulfillment throughput and productivity.

*Our financial focus is on long-term, sustainable growth in free cash [removed: flows.*] [added: flow.*] Free cash [removed: flows are] [added: flow is] driven primarily by increasing operating income and efficiently managing accounts receivable, inventory, accounts payable, and cash capital expenditures, including our decision to purchase or lease property and equipment.

See “Results of Operations — Non-GAAP Financial Measures” below for additional information on our non-GAAP free cash [removed: flows financial measures.][added: flow measure.]

[removed: We also expect some variability in accounts payable days over] time since they are affected by several factors, including the mix of product sales, the mix of sales by third-party sellers, the mix [added: of suppliers, seasonality, and changes in payment and other terms over time, including the effect of balancing pricing and timing of payment terms with suppliers.]

Total shares outstanding plus outstanding stock awards were [removed: 10.8] [added: 10.9] billion and [removed: 10.9] [added: 11.0] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 2023] in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 [added: vendors, or liquidations, and expected recoverable values of each disposition category.]

As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, [removed: 2024,] [added: 2025,] we would have recorded an additional cost of sales of approximately [removed: $365] [added: $405] million.

| | | | Year Ended December [removed: 31,] [added: 31, 2024] | | | | | | | | | [added: | | | | | | | | | Year Ended December 31, 2025 | | | | | | | | | | | | | | |]

| Operating activities | | | $ | [removed: 84,946] [added: 115,877] | | | | | $ | [removed: 115,877] [added: 139,514] | |

| Investing activities | | | [removed: (49,833)] [added: (94,342)] | | | | | | [removed: (94,342)] [added: (142,545)] | | |

| Financing activities | | | [removed: (15,879)] [added: (11,812)] | | | | | | [removed: (11,812)] [added: 9,661] | | |

Our principal sources of liquidity are cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, which, at fair value, were [removed: $86.8] [added: $101.2] billion and [removed: $101.2] [added: $123.0] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Amounts held in foreign currencies were [removed: $23.5] [added: $25.5] billion and [removed: $25.5] [added: $29.7] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Cash provided by (used in) operating activities was [removed: $84.9] [added: $115.9] billion and [removed: $115.9] [added: $139.5] billion in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

The increase in operating cash flow in [removed: 2024,] [added: 2025,] compared to the prior year, was due to an increase in net income (loss), excluding non-cash expenses, and changes in working capital.

[removed: Working capital at any specific] point in time is subject to many variables, including variability in demand, inventory management and category expansion, the timing of cash receipts and payments, customer and vendor payment terms, and fluctuations in foreign exchange rates.

Cash provided by (used in) investing activities corresponds with cash capital expenditures, including leasehold improvements, incentives received from property and equipment vendors, proceeds from asset sales, cash outlays for [added: acquisitions, investments in other companies and intellectual property rights, and purchases, sales, and maturities of marketable securities.]

Cash provided by (used in) investing activities was [removed: $(49.8)] [added: $(94.3)] billion and [removed: $(94.3)] [added: $(142.5)] billion in [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] with the variability caused primarily by purchases, sales, and maturities of marketable securities and cash capital expenditures.

Cash capital expenditures were [removed: $48.1] [added: $77.7] billion, and [removed: $77.7] [added: $128.3] billion in [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] which primarily reflect investments in technology infrastructure (the majority of which is to support AWS business growth) and in additional capacity to support our fulfillment [removed: network.][added: network, both of which we expect to increase in 2026.]

We made cash payments, net of acquired cash, related to acquisition and other investment activity of [removed: $5.8] [added: $7.1] billion and [removed: $7.1] [added: $3.8] billion in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025, which primarily reflect investments in convertible notes from Anthropic, PBC (“Anthropic”), including $2.7 billion we invested in 2025.]

Cash provided by (used in) financing activities was [removed: $(15.9)] [added: $(11.8)] billion and [removed: $(11.8)] [added: $9.7] billion in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Cash inflows from financing activities resulted from proceeds from short-term debt, and other and long-term-debt of [removed: $18.1] [added: $5.1] billion and [removed: $5.1] [added: $25.0] billion in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Cash outflows from financing activities resulted from payments of short-term debt, and other, long-term debt, finance leases, and financing obligations of [removed: $34.0] [added: $17.0] billion and [removed: $17.0] [added: $15.3] billion in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

Property and equipment acquired under finance leases was [removed: $642 million and] $854 million [added: and $2.9 billion] in [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

We had no borrowings outstanding under the two unsecured revolving credit facilities or the commercial paper programs as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] cash, cash equivalents, and marketable securities held by foreign subsidiaries were [removed: $6.3] [added: $7.1] billion.

Our U.S. taxable income is reduced by accelerated depreciation deductions and [removed: increased] [added: the resulting U.S. tax liability is reduced] by [added: tax credits, primarily related to] the [removed: impact of capitalized] [added: U.S. federal] research and development [removed: expenses.][added: credit.]

Cash paid for U.S. (federal and state) and foreign income taxes (net of refunds) totaled [removed: $11.2] [added: $12.3] billion and [removed: $12.3] [added: $8.3] billion for [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] restricted cash, cash equivalents, and marketable securities were [removed: $503 million and] $3.5 [added: billion and $3.3] billion.

See Item 1A of Part I, “Risk Factors.” We continually evaluate opportunities to sell additional equity or debt securities, obtain credit facilities, obtain finance and operating lease arrangements, enter into financing obligations, repurchase common stock, pay dividends, [removed: or] repurchase, refinance, or otherwise restructure our [removed: debt] [added: debt, or access capital through other financing arrangements] for strategic reasons or to further strengthen our financial position.

Macroeconomic factors, including changes in inflation and interest rates, [added: resource and supply volatility,] global economic and geopolitical developments, [added: including unpredictable shifts in global tariff] and [added: trade policies, and] the development and adoption of technologies and services, including artificial intelligence, have direct and indirect impacts on our results of operations that are difficult to [removed: isolate] [added: predict, isolate,] and quantify.

These could affect customer demand for our products and services, our ability to [removed: predict] [added: forecast] growth needs, expenses, and [removed: the] benefits [removed: we gain] from new technologies.

We expect some or all of [removed: them] [added: these factors] to continue to impact our [added: results of] operations into Q1 [removed: 2025.][added: 2026.]

| North America | | | $ | [removed: 352,828] [added: 387,497] | | | | | $ | [removed: 387,497] [added: 426,305] | |

| International | | | [removed: 131,200] [added: 142,906] | | | | | | [removed: 142,906] [added: 161,894] | | |

| AWS | | | [removed: 90,757] [added: 107,556] | | | | | | [removed: 107,556] [added: 128,725] | | |

| Consolidated | | | $ | [removed: 574,785] [added: 637,959] | | | | | $ | [removed: 637,959] [added: 716,924] | |

| North America | | | [removed: 12] [added: 10] | | % | | | | 10 | | % |

| International | | | [removed: 11] [added: 9] | | | | | | [removed: 9] [added: 13] | | |

We also expect some variability in accounts payable days over

*We expect spending in technology and infrastructure will increase over time, which can negatively impact short-term free cash flow, as we add infrastructure and employees, including to support our artificial intelligence and machine learning initiatives, to support long-term growth.

| | | | 2024 | | | | | | 2025 | | |

Working capital at any specific

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) made changes to the U.S. corporate income tax, including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025 and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025.

The 2025 Tax Act significantly decreased our cash taxes in 2025.

We expect the 2025 Tax Act to have a similar effect on our cash taxes in 2026.

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 9 — Income Taxes” for additional cash taxes paid information.

Further, we expect to continue making additional investments in our artificial intelligence initiatives.

| | | | 2024 | | | | | | 2025 | | |

| Consolidated | | | 11 | | | | | | 12 | | |

| North America | | | 61 | | % | | | | 59 | | % |

| AWS | | | 17 | | | | | | 18 | | |

Increased unit sales were driven largely

| | | | 2024 | | | | | | 2025 | | |

| Technology and infrastructure | | | 88,544 | | | | | | 108,521 | | |

The increase in technology and infrastructure costs in 2025, compared to the prior year, is primarily due to an increase in spending on infrastructure, including depreciation and amortization.

General and administrative costs in 2025 did not significantly change compared to the prior year.

The increase in 2025 was primarily related to the settlement of a lawsuit with the Federal Trade Commission (the “FTC”) in Q3 2025, and also included the resolution of tax disputes associated with our stores business in Italy, and physical stores and other asset impairments.

| | | | 2024 | | | | | | 2025 | | |

Operating income for 2025 includes charges of $2.5 billion we recorded in Q3 2025 related to the settlement of a lawsuit with the FTC and $2.7 billion, of which $1.8 billion was recorded in Q3 2025, of estimated severance costs primarily related to planned role eliminations.

Changes in foreign exchange rates negatively impacted operating income by $204 million in 2025.

Changes in foreign exchange rates negatively impacted operating income by $341 million in 2025.

The net loss of $(2.3) billion in 2024 is primarily from the marketable securities loss from our equity investment in Rivian Automotive, Inc. (“Rivian”).

The net gain of $15.2 billion in 2025 is primarily from an upward adjustment for observable changes in price relating to our nonvoting

preferred stock in Anthropic, and the reclassification adjustments for the gains on available-for-sale debt securities from the portions of our convertible notes investments in Anthropic that were converted to nonvoting preferred stock during 2025.

*Equity-Method Investment Activity, Net of Tax*

Equity-method investment activity, net of tax was $(101) million and $(554) million during 2024 and 2025.

The primary components of equity-method investment activity, net of tax are related to our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, related gains or losses, and impairments.

The net loss of $(554) million in 2025 is primarily from impairments.

Our financial focus is on long-term, sustainable growth in free cash flow.

| | | | 2024 | | | | | | 2025 | | |

This guidance includes approximately $1 billion of higher year-over-year Amazon Leo costs as we scale in 2026, as well as investment in quick commerce and even sharper prices in our international stores business.

of suppliers, seasonality, and changes in payment and other terms over time, including the effect of balancing pricing and timing of payment terms with suppliers.

*We expect spending in technology and infrastructure will increase over time as we add computer scientists, designers, software and hardware engineers, and merchandising employees.

vendors, or liquidations, and expected recoverable values of each disposition category.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2024 | | |

acquisitions, investments in other companies and intellectual property rights, and purchases, sales, and maturities of marketable securities.

We expect cash capital expenditures to increase in 2025, primarily driven by investments in technology infrastructure.

We funded the acquisition of 1Life Healthcare, Inc. (One Medical) in 2023 with cash on hand.

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

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.

U.S. tax rules provide for enhanced accelerated depreciation deductions by allowing us to expense a portion of qualified property, primarily equipment.

These enhanced deductions are scheduled to phase out annually from 2023 through 2026.

Our federal tax provision included accelerated depreciation deductions for 2022, 2023, and 2024.

Additionally, effective January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S. tax purposes, which delays the deductibility of these expenses.

| Technology and infrastructure | | | 14.9 | | | | | | 13.9 | | |

While AWS payment

The increase in technology and infrastructure costs in 2024, compared to the prior year, is primarily due to an increase in spending on infrastructure, partially offset by decreased payroll and related costs associated with technical teams responsible for expanding our existing products and services and initiatives to introduce new products and service offerings and a reduction in depreciation and amortization expense from our change in the estimated useful life of our servers.

The decrease in general and administrative costs in 2024, compared to the prior year, is primarily due to a decrease in payroll and related expenses.

Changes in foreign exchange rates did not significantly impact operating income in 2024.

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

*Free Cash Flow Less Principal Repayments of Finance Leases and Financing Obligations*

Free cash flow less principal repayments of finance leases and financing obligations is free cash flow reduced by “Principal repayments of finance leases” and “Principal repayments of financing obligations.” Principal repayments of finance leases and financing obligations approximates the actual payments of cash for our finance leases and financing obligations.

The following is a reconciliation of free cash flow less principal repayments of finance leases and financing obligations to the most comparable GAAP cash flow measure, “Net cash provided by (used in) operating activities,” for 2023 and 2024 (in millions):

| Free cash flow | | | 36,813 | | | | | | 38,219 | | |

| Principal repayments of finance leases | | | (4,384) | | | | | | (2,043) | | |

| Principal repayments of financing obligations | | | (271) | | | | | | (669) | | |

| Free cash flow less principal repayments of finance leases and financing obligations | | | $ | 32,158 | | | | | $ | 35,507 | |

*Free Cash Flow Less Equipment Finance Leases and Principal Repayments of All Other Finance Leases and Financing Obligations*

Free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations is free cash flow reduced by equipment acquired under finance leases, which is included in “Property and equipment acquired under finance leases, net of remeasurements and modifications,” principal repayments of all other finance lease liabilities, which is included in “Principal repayments of finance leases,” and “Principal repayments of financing obligations.” All other finance lease liabilities and financing obligations consists of property.

In this measure, equipment acquired under finance leases is reflected as if these assets had been purchased with cash, which is not the case as these assets have been leased.

The following is a reconciliation of free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations to the most comparable GAAP cash flow measure, “Net cash provided by (used in) operating activities,” for 2023 and 2024 (in millions):

| Equipment acquired under finance leases (1) | | | (310) | | | | | | (572) | | |

| Principal repayments of all other finance leases (2) | | | (683) | | | | | | (767) | | |

| Free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations | | | $ | 35,549 | | | | | $ | 36,211 | |

___________________

(1)For the year ended December 31, 2023 and 2024, this amount relates to equipment included in “Property and equipment acquired under finance leases, net of remeasurements and modifications” of $642 million and $854 million.

(2)For the year ended December 31, 2023 and 2024, this amount relates to property included in “Principal repayments of finance leases” of $4,384 million and $2,043 million.

| | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | |

The following table provides information about our cash equivalents and marketable debt securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, [removed: 2024] [added: 2025] (in millions, except percentages):

| | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Estimated Fair Value as of December 31, [removed: 2024] [added: 2025] | | |

| Money market funds | | | | | | $ | [removed: 28,282] [added: 29,046] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 28,282] [added: 29,046] | | | | | $ | [removed: 28,282] [added: 29,777] | |

| Weighted average interest rate | | | | | | [removed: 4.42] [added: 3.73] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 4.42] [added: 3.73] | | % | | | | | | |

| Cash equivalents and marketable debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 84,362] [added: 106,493] | |

As of December 31, [removed: 2024,] [added: 2025,] we had long-term debt with a face value of [removed: $58.0] [added: $68.8] billion, including the current portion, primarily consisting of fixed rate unsecured senior notes.

During [removed: 2024,] [added: 2025,] net sales from our International segment accounted for [removed: 22%] [added: 23%] of our consolidated revenues.

For example, as a result of fluctuations in foreign exchange rates throughout the year compared to rates in effect the prior year, International segment net sales [removed: decreased] [added: increased] by [removed: $1.8] [added: $4.9] billion in comparison with the prior year.

Based on the balance of foreign funds as of December 31, [removed: 2024,] [added: 2025,] of [removed: $25.5] [added: $29.7] billion, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of [removed: $1.3] [added: $1.5] billion, [removed: $2.6] [added: $3.0] billion, and [removed: $5.1] [added: $5.9] billion.

Based on the intercompany balances as of December 31, [removed: 2024,] [added: 2025,] an assumed 5%, 10%, and 20% adverse change to foreign exchange rates would result in losses of [removed: $305 million, $605] [added: $600] million, [removed: and] $1.2 billion, [added: and $2.4 billion,] recorded to “Other income (expense), net.”

As of December 31, [removed: 2024,] [added: 2025,] our recorded value in equity, equity warrant, and convertible debt investments in public and private companies was [removed: $22.1] [added: $69.1] billion.

Our equity and equity warrant investments in publicly traded companies, which include our equity investment in Rivian, represent [removed: $4.6] [added: $5.0] billion of our investments as of December 31, [removed: 2024,] [added: 2025,] and are recorded at fair value, which is subject to market price volatility.

We record our equity warrant investments in private companies at fair value and adjust our equity investments in private [removed: companies] [added: companies, which primarily relate to our equity investment in Anthropic,] for observable price changes or impairments.

We record our available-for-sale convertible debt investments in private companies at fair value, which primarily relate to [removed: Anthropic, PBC.][added: Anthropic.]

| Corporate debt securities | | | | | | 63,890 | | | | | | 2,867 | | | | | | 2,008 | | | | | | 391 | | | | | | — | | | | | | 423 | | | | | | 69,579 | | | | | | 69,585 | | |

| Weighted average interest rate | | | | | | 3.98 | | % | | | | 4.54 | | % | | | | 4.54 | | % | | | | 4.63 | | % | | | | — | | % | | | | 4.61 | | % | | | | 4.03 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 4,057 | | | | | | 617 | | | | | | 311 | | | | | | 45 | | | | | | 173 | | | | | | 19 | | | | | | 5,222 | | | | | | 5,222 | | |

| Weighted average interest rate | | | | | | 3.68 | | % | | | | 3.94 | | % | | | | 3.27 | | % | | | | 3.21 | | % | | | | 2.20 | | % | | | | 1.43 | | % | | | | 3.62 | | % | | | | | | |

| Asset-backed securities | | | | | | 245 | | | | | | 331 | | | | | | 370 | | | | | | 404 | | | | | | 253 | | | | | | 177 | | | | | | 1,780 | | | | | | 1,780 | | |

| Weighted average interest rate | | | | | | 4.52 | | % | | | | 4.62 | | % | | | | 4.24 | | % | | | | 4.38 | | % | | | | 3.81 | | % | | | | 4.40 | | % | | | | 4.33 | | % | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other financial instruments | | | | | | 109 | | | | | | 7 | | | | | | 9 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 129 | | | | | | 129 | | |

| Weighted average interest rate | | | | | | 3.90 | | % | | | | 4.42 | | % | | | | 4.32 | | % | | | | — | | % | | | | — | | % | | | | 4.19 | | % | | | | 3.96 | | % | | | | | | |

| | | | | | | $ | 97,347 | | | | | $ | 3,822 | | | | | $ | 2,698 | | | | | $ | 840 | | | | | $ | 426 | | | | | $ | 623 | | | | | $ | 105,756 | | | | | | | |

| Corporate debt securities | | | | | | 47,908 | | | | | | 1,779 | | | | | | 1,086 | | | | | | 311 | | | | | | 55 | | | | | | — | | | | | | 51,139 | | | | | | 50,912 | | |

| Weighted average interest rate | | | | | | 4.65 | | % | | | | 3.48 | | % | | | | 4.49 | | % | | | | 4.65 | | % | | | | 4.83 | | % | | | | — | | % | | | | 4.60 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 1,986 | | | | | | 928 | | | | | | 215 | | | | | | 65 | | | | | | 50 | | | | | | 213 | | | | | | 3,457 | | | | | | 3,401 | | |

| Weighted average interest rate | | | | | | 3.95 | | % | | | | 2.92 | | % | | | | 3.83 | | % | | | | 2.72 | | % | | | | 2.57 | | % | | | | 2.04 | | % | | | | 3.51 | | % | | | | | | |

| Asset-backed securities | | | | | | 450 | | | | | | 262 | | | | | | 195 | | | | | | 226 | | | | | | 188 | | | | | | 220 | | | | | | 1,541 | | | | | | 1,523 | | |

| Weighted average interest rate | | | | | | 3.19 | | % | | | | 4.74 | | % | | | | 4.59 | | % | | | | 4.84 | | % | | | | 3.29 | | % | | | | 3.40 | | % | | | | 3.92 | | % | | | | | | |

| Foreign government and agency securities | | | | | | 151 | | | | | | 2 | | | | | | 27 | | | | | | — | | | | | | — | | | | | | — | | | | | | 180 | | | | | | 177 | | |

| Weighted average interest rate | | | | | | 4.50 | | % | | | | 4.60 | | % | | | | 4.31 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.48 | | % | | | | | | |

| Other debt securities | | | | | | 44 | | | | | | 8 | | | | | | 8 | | | | | | 8 | | | | | | — | | | | | | — | | | | | | 68 | | | | | | 67 | | |

| Weighted average interest rate | | | | | | 0.99 | | % | | | | 4.49 | | % | | | | 4.11 | | % | | | | 4.29 | | % | | | | — | | % | | | | — | | % | | | | 2.13 | | % | | | | | | |

| | | | | | | $ | 78,821 | | | | | $ | 2,979 | | | | | $ | 1,531 | | | | | $ | 610 | | | | | $ | 293 | | | | | $ | 433 | | | | | $ | 84,667 | | | | | | | |

We serve developers and enterprises of all sizes, including start-ups, government agencies, and academic institutions, through AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, [added: artificial intelligence] and machine learning, and other services.

Our current and potential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) publishers, producers, and distributors of physical, digital, and interactive media of all types and all distribution channels; (3) web search engines, comparison shopping websites, social networks, web portals, virtual assistants, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other [removed: retailers;] [added: retailers, including through artificial intelligence;] (4) companies that provide e-commerce services, including website development and hosting, omnichannel sales, inventory and supply chain management, advertising, fulfillment, customer service, and payment processing; (5) companies that provide fulfillment and logistics services for themselves or for third parties, whether online or offline; (6) companies that provide information technology services or products, including on-premises or cloud-based infrastructure, tools and services relating to artificial intelligence, and other services; (7) companies that design, manufacture, market, or sell consumer electronics, communications, and other electronic devices and services; (8) companies that sell grocery products online and in physical stores; (9) companies that provide advertising services, whether in digital or other formats; and (10) providers of virtual or in-person healthcare services.

The internet [removed: facilitates] [added: and other technologies including artificial intelligence facilitate] competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser-known businesses to compete against us.

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 1,556,000] [added: 1,576,000] full-time and part-time employees.

Competition for qualified personnel is intense, particularly for software engineers, computer scientists, and other technical [removed: staff,] [added: staff (including for artificial intelligence] and [added: machine learning technologies), and] constrained labor markets have increased competition for personnel across other parts of our business.

Over [removed: 240,000] [added: 300,000] Amazon employees around the world have participated in Career Choice.

The following tables set forth certain information regarding our Executive Officers and Directors as of January [removed: 29, 2025:][added: 28, 2026:]

| Jeffrey P. Bezos | | | | | | [removed: 61] [added: 62] | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer | | |

| Matthew S. Garman | | | | | | [removed: 48] [added: 49] | | | | | | CEO Amazon Web Services | | |

| Douglas J. Herrington | | | | | | [removed: 58] [added: 59] | | | | | | CEO Worldwide Amazon Stores | | |

| Brian T. Olsavsky | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Shelley L. Reynolds | | | | | | [removed: 60] [added: 61] | | | | | | Vice President, Worldwide Controller, and Principal Accounting Officer | | |

| David A. Zapolsky | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President, [added: Chief] Global [removed: Public Policy and General Counsel] [added: Affairs & Legal Officer] | | |

Zapolsky. Mr. Zapolsky has served as Senior Vice President, [added: Chief] Global [removed: Public Policy and General Counsel] [added: Affairs & Legal Officer] since [removed: May 2023.][added: February 2025.]

He served as our [added: Senior Vice President, Global Public Policy and General Counsel from May 2023 to February 2025,] Secretary from September 2012 to January 2024, Senior Vice President and General Counsel from May 2014 to May 2023, Vice President and General Counsel from September 2012 to May 2014, and as Vice President and Associate General Counsel for Litigation and Regulatory matters from April 2002 until September 2012.

| Keith B. Alexander | | | | | | [removed: 73] [added: 74] | | | | | | Former Chair and CEO of IronNet, Inc. | | |

| Edith W. Cooper | | | | | | [removed: 63] [added: 64] | | | | | | Former Executive Vice President, Goldman Sachs Group, Inc. | | |

| Jamie S. Gorelick | | | | | | [removed: 74] [added: 75] | | | | | | [removed: Partner,] [added: Senior Counsel,] Wilmer Cutler Pickering Hale and Dorr LLP | | |

| Daniel P. Huttenlocher | | | | | | [removed: 66] [added: 67] | | | | | | Dean, MIT Schwarzman College of Computing | | |

| Andrew Y. Ng | | | | | | [removed: 48] [added: 49] | | | | | | Managing General Partner, AI Fund, L.P. | | |

| Indra K. Nooyi | | | | | | [removed: 69] [added: 70] | | | | | | Former Chair and CEO, PepsiCo, Inc. | | |

| Jonathan J. Rubinstein | | | | | | [removed: 68] [added: 69] | | | | | | Former co-CEO, Bridgewater Associates, LP | | |

| Brad D. Smith | | | | | | [removed: 60] [added: 61] | | | | | | President, Marshall University | | |

| Patricia Q. Stonesifer | | | | | | [removed: 68] [added: 69] | | | | | | Former President and Chief Executive Officer, Martha’s Table | | |

| Wendell P. Weeks | | | | | | [removed: 65] [added: 66] | | | | | | [removed: Chairman and] [added: Chairman,] CEO, [added: and President,] Corning Incorporated | | |

| Jeffrey P. Bezos | | | | | | 62 | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | 58 | | | | | | President and Chief Executive Officer | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] | | | $ | [removed: 1,815,014,489,485] [added: 2,118,061,430,046] | |

| Number of shares of common stock outstanding as of January [removed: 29, 2025] [added: 28, 2026] | | | [removed: 10,597,729,352] [added: 10,734,920,870] | | |

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in [removed: 2025,] [added: 2026,] which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

| Item 1. | | | [removed: [Business](#i8a64c58a8ced4ccaa47e02e81fab0039_13)] [added: [Business](#i9e7c0f1183ed47abbb1f061fe4864e14_13)] | | | [removed: [3](#i8a64c58a8ced4ccaa47e02e81fab0039_13)] [added: [3](#i9e7c0f1183ed47abbb1f061fe4864e14_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8a64c58a8ced4ccaa47e02e81fab0039_16)] [added: Factors](#i9e7c0f1183ed47abbb1f061fe4864e14_16)] | | | [removed: [6](#i8a64c58a8ced4ccaa47e02e81fab0039_16)] [added: [6](#i9e7c0f1183ed47abbb1f061fe4864e14_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8a64c58a8ced4ccaa47e02e81fab0039_19)] [added: Comments](#i9e7c0f1183ed47abbb1f061fe4864e14_19)] | | | [removed: [16](#i8a64c58a8ced4ccaa47e02e81fab0039_19)] [added: [17](#i9e7c0f1183ed47abbb1f061fe4864e14_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i8a64c58a8ced4ccaa47e02e81fab0039_22)] [added: [Cybersecurity](#i9e7c0f1183ed47abbb1f061fe4864e14_22)] | | | [removed: [17](#i8a64c58a8ced4ccaa47e02e81fab0039_22)] [added: [17](#i9e7c0f1183ed47abbb1f061fe4864e14_22)] | | |

| Item 2. | | | [removed: [Properties](#i8a64c58a8ced4ccaa47e02e81fab0039_25)] [added: [Properties](#i9e7c0f1183ed47abbb1f061fe4864e14_25)] | | | [removed: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_25)] [added: [18](#i9e7c0f1183ed47abbb1f061fe4864e14_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8a64c58a8ced4ccaa47e02e81fab0039_28)] [added: Proceedings](#i9e7c0f1183ed47abbb1f061fe4864e14_28)] | | | [removed: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_28)] [added: [18](#i9e7c0f1183ed47abbb1f061fe4864e14_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8a64c58a8ced4ccaa47e02e81fab0039_31)] [added: Disclosures](#i9e7c0f1183ed47abbb1f061fe4864e14_31)] | | | [removed: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_31)] [added: [18](#i9e7c0f1183ed47abbb1f061fe4864e14_31)] | | |

| Item 5. | | | [Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#i8a64c58a8ced4ccaa47e02e81fab0039_37)] [added: Securities](#i9e7c0f1183ed47abbb1f061fe4864e14_37)] | | | [removed: [19](#i8a64c58a8ced4ccaa47e02e81fab0039_37)] [added: [19](#i9e7c0f1183ed47abbb1f061fe4864e14_37)] | | |

| Item 6. | | | [removed: [Reserved](#i8a64c58a8ced4ccaa47e02e81fab0039_43)] [added: [Reserved](#i9e7c0f1183ed47abbb1f061fe4864e14_43)] | | | [removed: [19](#i8a64c58a8ced4ccaa47e02e81fab0039_43)] [added: [19](#i9e7c0f1183ed47abbb1f061fe4864e14_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8a64c58a8ced4ccaa47e02e81fab0039_49)] [added: Operations](#i9e7c0f1183ed47abbb1f061fe4864e14_49)] | | | [removed: [20](#i8a64c58a8ced4ccaa47e02e81fab0039_49)] [added: [20](#i9e7c0f1183ed47abbb1f061fe4864e14_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8a64c58a8ced4ccaa47e02e81fab0039_100)] [added: Risk](#i9e7c0f1183ed47abbb1f061fe4864e14_100)] | | | [removed: [31](#i8a64c58a8ced4ccaa47e02e81fab0039_100)] [added: [31](#i9e7c0f1183ed47abbb1f061fe4864e14_100)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8a64c58a8ced4ccaa47e02e81fab0039_112)] [added: Data](#i9e7c0f1183ed47abbb1f061fe4864e14_112)] | | | [removed: [33](#i8a64c58a8ced4ccaa47e02e81fab0039_112)] [added: [33](#i9e7c0f1183ed47abbb1f061fe4864e14_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8a64c58a8ced4ccaa47e02e81fab0039_349)] [added: Disclosure](#i9e7c0f1183ed47abbb1f061fe4864e14_352)] | | | [removed: [70](#i8a64c58a8ced4ccaa47e02e81fab0039_349)] [added: [72](#i9e7c0f1183ed47abbb1f061fe4864e14_352)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8a64c58a8ced4ccaa47e02e81fab0039_352)] [added: Procedures](#i9e7c0f1183ed47abbb1f061fe4864e14_355)] | | | [removed: [70](#i8a64c58a8ced4ccaa47e02e81fab0039_352)] [added: [72](#i9e7c0f1183ed47abbb1f061fe4864e14_355)] | | |

| Item 9B. | | | [Other [removed: Information](#i8a64c58a8ced4ccaa47e02e81fab0039_358)] [added: Information](#i9e7c0f1183ed47abbb1f061fe4864e14_361)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_358)] [added: [74](#i9e7c0f1183ed47abbb1f061fe4864e14_361)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8a64c58a8ced4ccaa47e02e81fab0039_364)] [added: Inspections](#i9e7c0f1183ed47abbb1f061fe4864e14_370)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_364)] [added: [74](#i9e7c0f1183ed47abbb1f061fe4864e14_370)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i8a64c58a8ced4ccaa47e02e81fab0039_370)] [added: Governance](#i9e7c0f1183ed47abbb1f061fe4864e14_376)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_370)] [added: [74](#i9e7c0f1183ed47abbb1f061fe4864e14_376)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8a64c58a8ced4ccaa47e02e81fab0039_373)] [added: Compensation](#i9e7c0f1183ed47abbb1f061fe4864e14_379)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_373)] [added: [74](#i9e7c0f1183ed47abbb1f061fe4864e14_379)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i8a64c58a8ced4ccaa47e02e81fab0039_376)] [added: Matters](#i9e7c0f1183ed47abbb1f061fe4864e14_382)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_376)] [added: [74](#i9e7c0f1183ed47abbb1f061fe4864e14_382)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8a64c58a8ced4ccaa47e02e81fab0039_379)] [added: Independence](#i9e7c0f1183ed47abbb1f061fe4864e14_385)] | | | [removed: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_379)] [added: [75](#i9e7c0f1183ed47abbb1f061fe4864e14_385)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8a64c58a8ced4ccaa47e02e81fab0039_382)] [added: Services](#i9e7c0f1183ed47abbb1f061fe4864e14_388)] | | | [removed: [73](#i8a64c58a8ced4ccaa47e02e81fab0039_382)] [added: [75](#i9e7c0f1183ed47abbb1f061fe4864e14_388)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i8a64c58a8ced4ccaa47e02e81fab0039_388)] [added: Schedules](#i9e7c0f1183ed47abbb1f061fe4864e14_394)] | | | [removed: [74](#i8a64c58a8ced4ccaa47e02e81fab0039_388)] [added: [76](#i9e7c0f1183ed47abbb1f061fe4864e14_394)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8a64c58a8ced4ccaa47e02e81fab0039_391)] [added: Summary](#i9e7c0f1183ed47abbb1f061fe4864e14_397)] | | | [removed: [76](#i8a64c58a8ced4ccaa47e02e81fab0039_391)] [added: [78](#i9e7c0f1183ed47abbb1f061fe4864e14_397)] | | |

For the Fiscal Year Ended December 31, 2025

| [Signatures](#i9e7c0f1183ed47abbb1f061fe4864e14_400) | | | | | | [79](#i9e7c0f1183ed47abbb1f061fe4864e14_400) | | |

| [Signatures](#i8a64c58a8ced4ccaa47e02e81fab0039_394) | | | | | | [77](#i8a64c58a8ced4ccaa47e02e81fab0039_394) | | |

Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including: [added: artificial intelligence technologies;] technology and systems we use for encryption and authentication; employee [removed: email;] [added: email and other communication technologies;] content delivery to customers; back-office support; and other functions.

As of December 31, [removed: 2024,] [added: 2025,] we operated the following facilities (in thousands):

| Office space | | | | | | [removed: 29,551] [added: 31,028] | | | | | | [removed: 9,104] [added: 9,160] | | | | | | North America | | |

| Office space | | | | | | [removed: 23,771] [added: 26,495] | | | | | | 1,802 | | | | | | International | | |

| Physical stores (2) | | | | | | [removed: 23,975] [added: 23,932] | | | | | | [removed: 707] [added: 706] | | | | | | North America | | |

| Physical stores (2) | | | | | | [removed: 222] [added: 148] | | | | | | — | | | | | | International | | |

| Fulfillment, data centers, and other | | | | | | [removed: 448,168] [added: 474,128] | | | | | | [removed: 36,869] [added: 45,803] | | | | | | North America | | |

| Fulfillment, data centers, and other | | | | | | [removed: 176,287] [added: 185,814] | | | | | | [removed: 18,958] [added: 20,660] | | | | | | International | | |

(2)This includes [removed: 618] [added: 615] North America and [removed: 27] [added: 8] International stores as of December 31, [removed: 2024.][added: 2025.]

| Total | | | | | | 741,545 | | | | | | 78,131 | | | | | | | | |

| North America | | | | | | 481,153 | | | | | | 25,437 | | |

| International | | | | | | 174,499 | | | | | | 13,263 | | |

| AWS | | | | | | 28,370 | | | | | | 28,469 | | |

| Total | | | | | | 684,022 | | | | | | 67,169 | | |

| Total | | | | | | 701,974 | | | | | | 67,440 | | | | | | | | |

| North America | | | | | | 457,104 | | | | | | 20,741 | | |

| International | | | | | | 166,673 | | | | | | 11,741 | | |

| AWS | | | | | | 24,875 | | | | | | 24,052 | | |

| Total | | | | | | 648,652 | | | | | | 56,534 | | |

As of January [removed: 29, 2025,] [added: 28, 2026,] there were [removed: 12,135] [added: 12,165] shareholders of record of our common stock, although there is a much larger number of beneficial owners.

| [Report [removed: of](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] [added: of](#i9e7c0f1183ed47abbb1f061fe4864e14_115)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i8a64c58a8ced4ccaa47e02e81fab0039_115) 42[)](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] [added: ID:](#i9e7c0f1183ed47abbb1f061fe4864e14_115) 42[)](#i9e7c0f1183ed47abbb1f061fe4864e14_115)] | | | [removed: [34](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] [added: [34](#i9e7c0f1183ed47abbb1f061fe4864e14_115)] | | |

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| [Consolidated Balance [removed: Sheets](#i8a64c58a8ced4ccaa47e02e81fab0039_127)] [added: Sheets](#i9e7c0f1183ed47abbb1f061fe4864e14_127)] | | | [removed: [39](#i8a64c58a8ced4ccaa47e02e81fab0039_127)] [added: [39](#i9e7c0f1183ed47abbb1f061fe4864e14_127)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i8a64c58a8ced4ccaa47e02e81fab0039_130)] [added: Equity](#i9e7c0f1183ed47abbb1f061fe4864e14_130)] | | | [removed: [40](#i8a64c58a8ced4ccaa47e02e81fab0039_130)] [added: [40](#i9e7c0f1183ed47abbb1f061fe4864e14_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8a64c58a8ced4ccaa47e02e81fab0039_133)] [added: Statements](#i9e7c0f1183ed47abbb1f061fe4864e14_133)] | | | [removed: [41](#i8a64c58a8ced4ccaa47e02e81fab0039_133)] [added: [41](#i9e7c0f1183ed47abbb1f061fe4864e14_133)] | | |

We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 6, 2025] [added: 5, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Notes 1 and 9 of the consolidated financial statements, the Company is subject to income taxes in the U.S. and numerous foreign jurisdictions and during the ordinary course of business, there are many tax positions for which the ultimate tax determination is uncertain. As a result, significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, [removed: 2024,] [added: 2025,] the Company reported accrued liabilities of [removed: $6.5] [added: $6.6] billion for various tax contingencies. Auditing the recognition and measurement of [added: certain of] the Company’s [added: uncertain] tax [removed: contingencies] [added: 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: the assessment as to whether a tax position is more likely than not to be sustained; the measurement of the benefit of its tax positions, both initially and on an ongoing basis; and the development of the related disclosures. We involved our [removed: international tax, transfer pricing, and research and development] tax [added: 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 [removed: international, transfer pricing, and other] 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. We analyzed the appropriateness of the Company’s assumptions and the accuracy of the Company’s calculations and data used to determine the amount of tax benefits to recognize. We evaluated the Company’s income tax disclosures in relation to these matters. | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | | | $ | [removed: 36,477] [added: 54,253] | | | | | $ | [removed: 54,253] [added: 73,890] | | | | | $ | [removed: 73,890] [added: 82,312] | |

| Net income [removed: (loss)] | | | [removed: (2,722)] [added: 30,425] | | | | | | [removed: 30,425] [added: 59,248] | | | | | | [removed: 59,248] [added: 77,670] | | |

| Adjustments to reconcile net income [removed: (loss)] to net cash from operating activities: | | | | | | | | | | | | | | | | | |

| Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other | | | [removed: 41,921] [added: 48,663] | | | | | | [removed: 48,663] [added: 52,795] | | | | | | [removed: 52,795] [added: 65,756] | | |

| Stock-based compensation | | | [removed: 19,621] [added: 24,023] | | | | | | [removed: 24,023] [added: 22,011] | | | | | | [removed: 22,011] [added: 19,467] | | |

| Non-operating expense (income), net | | | [removed: 16,966] [added: (748)] | | | | | | [removed: (748)] [added: 2,012] | | | | | | [removed: 2,012] [added: (14,880)] | | |

| Deferred income taxes | | | [removed: (8,148)] [added: (5,876)] | | | | | | [removed: (5,876)] [added: (4,648)] | | | | | | [removed: (4,648)] [added: 11,470] | | |

| Inventories | | | [removed: (2,592)] [added: 1,449] | | | | | | [removed: 1,449] [added: (1,884)] | | | | | | [removed: (1,884)] [added: (3,002)] | | |

| Accounts receivable, net and other | | | [removed: (8,622)] [added: (8,348)] | | | | | | [removed: (8,348)] [added: (3,249)] | | | | | | [removed: (3,249)] [added: (7,333)] | | |

| Other assets | | | [removed: (13,275)] [added: (12,265)] | | | | | | [removed: (12,265)] [added: (14,483)] | | | | | | [removed: (14,483)] [added: (15,632)] | | |

| Accounts payable | | | [removed: 2,945] [added: 5,473] | | | | | | [removed: 5,473] [added: 2,972] | | | | | | [removed: 2,972] [added: 11,231] | | |

| Accrued expenses and other | | | [removed: (1,558)] [added: (2,428)] | | | | | | [removed: (2,428)] [added: (2,904)] | | | | | | [removed: (2,904)] [added: (5,019)] | | |

| Unearned revenue | | | [removed: 2,216] [added: 4,578] | | | | | | [removed: 4,578] [added: 4,007] | | | | | | [removed: 4,007] [added: (214)] | | |

| Net cash provided by (used in) operating activities | | | [removed: 46,752] [added: 84,946] | | | | | | [removed: 84,946] [added: 115,877] | | | | | | [removed: 115,877] [added: 139,514] | | |

| Purchases of property and equipment | | | [removed: (63,645)] [added: (52,729)] | | | | | | [removed: (52,729)] [added: (82,999)] | | | | | | [removed: (82,999)] [added: (131,819)] | | |

| Proceeds from property and equipment sales and incentives | | | [removed: 5,324] [added: 4,596] | | | | | | [removed: 4,596] [added: 5,341] | | | | | | [removed: 5,341] [added: 3,499] | | |

| Acquisitions, net of cash acquired, non-marketable investments, and [removed: other] [added: other, net] | | | [removed: (8,316)] [added: (5,839)] | | | | | | [removed: (5,839)] [added: (7,082)] | | | | | | [removed: (7,082)] [added: (3,841)] | | |

| Sales and maturities of marketable securities | | | [removed: 31,601] [added: 5,627] | | | | | | [removed: 5,627] [added: 16,403] | | | | | | [removed: 16,403] [added: 44,386] | | |

| Purchases of marketable securities | | | [removed: (2,565)] [added: (1,488)] | | | | | | [removed: (1,488)] [added: (26,005)] | | | | | | [removed: (26,005)] [added: (54,770)] | | |

| Net cash provided by (used in) investing activities | | | [removed: (37,601)] [added: (49,833)] | | | | | | [removed: (49,833)] [added: (94,342)] | | | | | | [removed: (94,342)] [added: (142,545)] | | |

| Proceeds from short-term debt, and other | | | [removed: 41,553] [added: 18,129] | | | | | | [removed: 18,129] [added: 5,142] | | | | | | [removed: 5,142] [added: 9,320] | | |

| Repayments of short-term debt, and other | | | [removed: (37,554)] [added: (25,677)] | | | | | | [removed: (25,677)] [added: (5,060)] | | | | | | [removed: (5,060)] [added: (8,426)] | | |

| Proceeds from long-term debt | | | [removed: 21,166] [added: —] | | | | | | — | | | | | | [removed: —] [added: 15,673] | | |

| Repayments of long-term debt | | | [removed: (1,258)] [added: (3,676)] | | | | | | [removed: (3,676)] [added: (9,182)] | | | | | | [removed: (9,182)] [added: (5,021)] | | |

| Principal repayments of finance leases | | | [removed: (7,941)] [added: (4,384)] | | | | | | [removed: (4,384)] [added: (2,043)] | | | | | | [removed: (2,043)] [added: (1,557)] | | |

| Principal repayments of financing obligations | | | [removed: (248)] [added: (271)] | | | | | | [removed: (271)] [added: (669)] | | | | | | [removed: (669)] [added: (328)] | | |

| Net cash provided by (used in) financing activities | | | [removed: 9,718] [added: (15,879)] | | | | | | [removed: (15,879)] [added: (11,812)] | | | | | | [removed: (11,812)] [added: 9,661] | | |

February 5, 2026

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

| | | | 2024 | | | | | | 2025 | | |

| Accumulated other comprehensive income (loss) | | | (34) | | | | | | 28,230 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,670 | | | | | | 77,670 | | |

| Balance as of December 31, 2025 | | | 10,731 | | | | | | $ | 112 | | | | | $ | (7,837) | | | | | $ | 140,024 | | | | | $ | 28,230 | | | | | $ | 250,536 | | | | | $ | 411,065 | |

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.

physical stores.

| | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

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

| | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

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.

| | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

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

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

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.

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.

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

Other equipment consists primarily of fulfillment equipment.

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

February 6, 2025

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

| Balance as of January 1, 2022 | | | 10,175 | | | | | | $ | 106 | | | | | $ | (1,837) | | | | | $ | 55,437 | | | | | $ | (1,376) | | | | | $ | 85,915 | | | | | $ | 138,245 | |

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

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

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.”

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.

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.

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

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

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.

| 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 | | | | | $ | — | |

| Other, net | | | (540) | | | | | | (177) | | | | | | (421) | | |

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.

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

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.

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.

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

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.

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 carried out an evaluation required by the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Amazon.com, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Amazon.com, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 6, 2025] [added: 5, 2026] expressed an unqualified opinion thereon.

February 5, 2026

February 6, 2025

[removed: On November 7, 2024, Douglas] Herrington, CEO Worldwide Amazon Stores, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 158,970] [added: 132,937] shares of Amazon.com, Inc. common stock over a period ending on December 31, [removed: 2025,] [added: 2026,] subject to certain conditions.

[removed: On November 7, 2024, Shelley] Reynolds, Vice President, Worldwide Controller, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 16,938] [added: 9,744] shares of Amazon.com, Inc. common stock over a period ending on November 29, [removed: 2025,] [added: 2026,] subject to certain conditions.

[removed: On November 11, 2024, Brian] Olsavsky, Senior Vice President and Chief Financial Officer, [removed: adopted] [added: terminated] a trading plan intended to satisfy Rule 10b5-1(c) [added: initially adopted on May 20, 2025] to sell up to [removed: 32,370] [added: 53,249] shares of Amazon.com, Inc. common stock over a period ending on [removed: May 30, 2025, subject to certain conditions.][added: March 2, 2026.]

[removed: On November 12, 2024, David] Zapolsky, Senior Vice President, [added: Chief] Global [removed: Public Policy] [added: Affairs] and [removed: General Counsel,] [added: Legal Officer,] adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 87,070] [added: 64,059] shares of Amazon.com, Inc. common stock over a period ending on [removed: December 31, 2025,] [added: November 30, 2026,] subject to certain conditions.

[removed: On November 18, 2024, Andrew] Jassy, President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 80,400] [added: 142,224] shares of Amazon.com, Inc. common stock over a period ending on December 31, [removed: 2025,] [added: 2026,] subject to certain conditions.

On November 3, 2025, David A.

On November 10, 2025, Douglas J.

On November 11, 2025, Keith B.

Alexander, a member of our Board of Directors, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 1,800 shares of Amazon.com, Inc. common stock over a period ending on November 4, 2026, subject to certain conditions.

On November 11, 2025, Shelley L.

On November 14, 2025, Andrew R.

On November 14, 2025, Jeffrey P.

Bezos, our founder and Executive Chair, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 15,000,000 shares of Amazon.com, Inc. common stock over a period ending on February 26, 2027, subject to certain conditions.

On November 19, 2025, Brian T.

Information regarding our Executive Officers required by Item 10 of Part III is set forth in Item 1 of Part I “Business — Information About Our Executive Officers.” Information required by Item 10 of Part III regarding our Directors and [added: Executive Officers, as applicable, and] any material changes to the process by which security holders may recommend nominees to the Board of Directors is included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and is incorporated herein by reference.

Information relating to our Code of Business Conduct and Ethics, insider trading policies and procedures, and, to the extent applicable, compliance with Section 16(a) of the 1934 Act is set forth in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 11 of Part III is included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 12 of Part III is included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 13 of Part III is included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 14 of Part III is included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

Consolidated Statements of Cash Flows for each of the three years ended December 31, [removed: 2024][added: 2025]

Consolidated Statements of Operations for each of the three years ended December 31, [removed: 2024][added: 2025]

Consolidated Statements of Comprehensive Income [removed: (Loss)] for each of the three years ended December 31, [removed: 2024][added: 2025]

Consolidated Balance Sheets as of December 31, [removed: 2023 and] 2024 [added: and 2025]

Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, [removed: 2024][added: 2025]

| [removed: 4.5] [added: 4.7] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of December [removed: 20, 2017,] [added: 1, 2022,] containing Form of [removed: 5.200%] [added: 4.700%] Note due [removed: 2025] [added: 2024, Form of 4.600% Note due 2025, Form of 4.550% Note due 2027, Form of 4.650% Note due 2029, and Form of 4.700% Note due 2032] (incorporated by reference to the Company’s Current Report on Form 8-K, filed December [removed: 20, 2017).](https://www.sec.gov/Archives/edgar/data/1018724/000119312517374998/d466336dex46.htm)] [added: 1, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522296602/d376136dex41.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of June 3, 2020, containing Form of 0.400% Note due 2023, Form of 0.800% Note due 2025, Form of 1.200% Note due 2027, Form of 1.500% Note due 2030, Form of 2.500% Note due 2050, and Form of 2.700% Note due 2060 (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 3, 2020).](https://www.sec.gov/Archives/edgar/data/1018724/000119312520159531/d933420dex41.htm) | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of May 12, 2021, containing Form of 0.250% Note due 2023, Form of 0.450% Note due 2024, Form of 1.000% Note due 2026, Form of 1.650% Note due 2028, Form of 2.100% Note due 2031, Form of 2.875% Note due 2041, Form of 3.100% Note due 2051, and Form of 3.250% Note due 2061 (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 12, 2021).](https://www.sec.gov/Archives/edgar/data/1018724/000119312521159084/d508532dex41.htm) | | |

| 4.8 | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of [removed: December 1, 2022,] [added: November 20, 2025,] containing Form of [removed: 4.700%] [added: 3.900%] Note due [removed: 2024,] [added: 2028,] Form of [removed: 4.600%] [added: 4.100%] Note due [removed: 2025,] [added: 2030,] Form of [removed: 4.550%] [added: 4.350%] Note due [removed: 2027,] [added: 2033,] Form of 4.650% Note due [removed: 2029,] [added: 2035, Form of 5.450% Note due 2055,] and Form of [removed: 4.700%] [added: 5.550%] Note due [removed: 2032] [added: 2065] (incorporated by reference to the Company’s Current Report on Form 8-K, filed [removed: December 1, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522296602/d376136dex41.htm)] [added: November 20, 2025).](https://www.sec.gov/Archives/edgar/data/1018724/000110465925114647/tm2530638d3_ex4-1.htm)] | | |

| 10.7† | | | | | | [Form of Global Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm)[’](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm)[s] Annual Report on Form 10-K for the Year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm) | | |

| 10.9 | | | | | | [364-Day Revolving Credit Agreement, dated as of [removed: October 30, 2024,] [added: October](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm) [29](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)[,] among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000161/amzn-20240930xex101.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)[).](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000123/amzn-20250930xex101.htm)] | | |

| 19.1 | | | | | | [Amazon.com, Inc. Insider Trading [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm) [(incorporated by reference to the Company](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)[’](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)[s Annual](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm) [Report on Form 10-K for the Year ended December 31, 202](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)[4).](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)] | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex211.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex231.htm)] | | |

| 31.1 | | | | | | [Certification of Andrew R. Jassy, President and Chief Executive Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex311.htm)] | | |

| 31.2 | | | | | | [Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex312.htm)] | | |

| 32.1 | | | | | | [Certification of Andrew R. Jassy, President and Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex321.htm)] | | |

| 32.2 | | | | | | [Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872426000004/amzn-20251231xex322.htm)] | | |

| 97.1 | | | | | | [Amazon.com, Inc. Clawback Policy (incorporated by reference to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm)[’](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm)[s] Annual Report on Form 10-K for the Year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm) | | |

| 101 | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive [removed: Income (Loss),] [added: Income,] (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |

| 104 | | | | | | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL (included as Exhibit 101). | | |

Pursuant to the requirements of Section 13 or 15(d) 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, as of February [removed: 6, 2025.][added: 5, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 6, 2025.][added: 5, 2026.]