Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 3, 2023 Date of Report (Date of earliest event reported)     AMAZON.COM, INC. (Exact name of registrant as specified in its charter)     Delaware   000-22513   91-1646860 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 410 Terry Avenue North , Seattle , Washington 98109-5210 (Address of principal executive offices, including Zip Code) (206) 266-1000 (Registrant’s telephone number, including area code)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered Common Stock, par value $.01 per share   AMZN   Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company             ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐   TABLE OF CONTENTS   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    ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 3, 2023, Amazon.com, Inc. (the “Company”), Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto entered into a credit agreement (the “Term Loan Agreement”). The Term Loan Agreement provides the Company with an unsecured $8.0 billion term loan (the “Term Loan”) that will mature in 364 days, but may be extended for an additional period of 364 days. The initial interest rate applicable to the Term Loan is the Secured Overnight Financing Rate plus 0.75%. If the Company exercises its option to extend the Term Loan’s maturity for an additional 364 days, the interest rate spread will increase from 0.75% to 1.05%. Upon funding, proceeds of the Term Loan will be used for general corporate purposes. The Term Loan Agreement contains customary representations and warranties, covenants, and events of default, but does not contain financial covenants. Upon an event of default that is not cured within applicable grace periods or waived, any unpaid amounts under the Term Loan may be declared immediately due and payable and the commitments may be terminated. The financial institutions party to the Term Loan Agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. The foregoing description of the Term Loan Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.   ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.   ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits.   Exhibit Number    Description 10.1    Term Loan Agreement, dated as of January 3, 2023, among Amazon.com, Inc., Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto. 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).   3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         AMAZON.COM, INC. (REGISTRANT)     By:   /s/ Antonio Masone Dated: January 3, 2023       Antonio Masone       Vice President and Treasurer   4