{"url_path":"/sec/amzn/8-k/2026-02-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-27","source_url":"https://www.sec.gov/Archives/edgar/data/1018724/0001104659-26-021050-index.html","accession_number":"0001104659-26-021050","cik":"0001018724","ticker":"AMZN","issuer_name":"AMAZON COM INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1018724/0001104659-26-021050-index.html","primary_entity_key":"0001018724","primary_entity_name":"AMAZON COM INC"},"word_count":331,"has_tables":true,"body_markdown":"**ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.**\n\n \n\nOn February 27, 2026,\nAmazon.com NV Investment Holdings LLC (“Amazon Sub”), a wholly-owned subsidiary of Amazon.com, Inc. (the\n“Company”), entered into an equity commitment letter agreement (the “Letter Agreement”) with OpenAI Group\nPBC (“OpenAI”), pursuant to which Amazon Sub agreed to purchase shares of OpenAI’s Series C Preferred Stock (the\n“Commitment Shares”) with an aggregate purchase price of $35.0 billion (the “Commitment Amount”). In\nconnection therewith, the Company guaranteed the obligations of Amazon Sub. Amazon Sub may, in its sole discretion, elect to\npurchase all or any portion of the Commitment Shares at any time and from time to time pursuant to the Letter Agreement, provided\nthat to the extent that it has not done so previously, Amazon Sub is obligated to purchase all remaining Commitment Shares upon the\nearlier to occur of (i) OpenAI meeting specified milestones, and (ii) OpenAI directly or indirectly consummating an initial public\noffering or direct listing of equity securities in the United States (a “Public Listing Transaction”), in each case\nsubject to certain terms and conditions. If certain conditions are not satisfied until after a Public Listing Transaction occurs,\nthen Amazon Sub’s purchase commitment will relate to the class of OpenAI’s common stock that is publicly traded at the\nsame effective price per share as the Series C Preferred Stock price. The parties’ obligations under the Letter Agreement will\nterminate if Amazon Sub has not invested the Commitment Amount by December 31, 2028, which date may accelerate under certain\ncircumstances. The investment provided for under the Letter Agreement is separate from and in addition to Amazon Sub’s\nagreement to invest $15.0 billion in OpenAI’s Series C Preferred Stock in connection with OpenAI’s current funding\nround, which Amazon Sub is obligated to purchase on March 31, 2026, subject to certain closing conditions.\n\n \n\nThe foregoing description of the Letter Agreement\nis qualified in its entirety by the terms of the Letter Agreement, which is filed hereto as Exhibit 10.1."}