AMZN: Material agreement · New financial obligation

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. 3 ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. 3 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 3 SIGNATURES 4 EXHIBIT 10.1 2 Table of Contents ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On June 8, 2026, Amazon.com, Inc. (the “Company”), Citibank N.A., as administrative agent, and the lenders party thereto entered into a term loan agreement (the “DDTL Credit Agreement”). The DDTL Credit Agreement provides the Company with a $17.5 billion senior unsecured delayed draw term loan credit facility (the “DDTL Facility”). Commitments to provide the DDTL Facility will expire on September 30, 2026 unless fully borrowed prior to such date. The maturity date of any loans borrowed under the DDTL Facility is the three-year anniversary of the date that the loans under the DDTL Facility are borrowed. The Company may optionally prepay the loans or irrevocably reduce or terminate the unutilized portion of the commitments under the DDTL Facility in whole or in part, without premium or penalty (other than, if applicable, customary breakage costs) at any time. Amounts prepaid under the DDTL Facility may not be reborrowed. Delayed draw term loans will bear interest, at the Company’s option, at either (i) a floating rate per annum equal to a base rate (the “Alternate Base Rate”) plus an applicable margin or (ii) a per annum rate equal to a term SOFR rate (the “Term SOFR Rate”) plus an applicable margin. The applicable margin applicable to outstanding balances under the DDTL Credit Agreement for Alternate Base Rate loans is 0% and the applicable margin for Term SOFR Rate loans will range from 0.625% to 0.875%, based on the Company’s credit ratings.