AMZN 8-K: Smart Summary

On June 8, 2026, Amazon.com, Inc. entered into a $17.5B senior unsecured delayed draw term loan credit agreement with Citibank, N.A. as administrative agent and a syndicate of lenders, to be used for general corporate purposes.

• Delayed Draw Term Loan Credit Agreement (DDTL Credit Agreement) — Amazon.com, Inc. (borrower), Citibank, N.A. (administrative agent), and syndicate lenders; effective June 8, 2026; provides a $17,500,000,000 senior unsecured delayed draw term loan facility (DDTL Facility); loans drawn are due on the third anniversary of the Funding Date; commitments expire September 30, 2026 unless fully borrowed prior to that date; no financial covenants; amounts prepaid may not be reborrowed; borrowings for general corporate purposes

• Commitment Termination Date — Commitments to provide the DDTL Facility expire on September 30, 2026 unless fully borrowed prior to such date
• Conditions to Closing — Satisfaction or waiver of conditions precedent set forth in Section 4.01 required before the Closing Date
• Conditions to Funding — Satisfaction or waiver of conditions precedent set forth in Section 4.02 required before loans are funded on the Funding Date
• Event of Default cure — Upon an event of default not cured within applicable grace periods or waived, unpaid amounts may be declared immediately due and payable and commitments may be terminated

• Facility size — $17,500,000,000 senior unsecured delayed draw term loan
• Interest rate — Base Rate Loans — Alternate Base Rate plus applicable margin of 0.00% per annum
• Interest rate — Term SOFR / Daily Simple SOFR Loans — Term SOFR Rate plus applicable margin ranging from 0.625% (Category 1: AA/Aa2/AA or above) to 0.750% (Category 2: AA-/Aa3/AA-) to 0.875% (Category 3: A+/A1/A+ or below), based on S&P, Moody's, and Fitch credit ratings
• Default Rate — Base Rate plus applicable margin for Base Rate Loans plus 2% per annum; for Term SOFR or Daily Simple SOFR Loans, interest rate otherwise applicable plus 2% per annum
• Prepayment — Optional prepayment permitted in whole or in part without premium or penalty (other than customary breakage costs); prepaid amounts may not be reborrowed
• Borrowing minimum — $1,000,000 for Base Rate Loans; $5,000,000 for Term SOFR Loans
• Borrowing multiple — $500,000 for Base Rate Loans; $1,000,000 for Term SOFR Loans
• Material Indebtedness threshold — $1,500,000,000 aggregate outstanding principal amount
• Fee Letters — Three fee letters dated May 20, 2026: (1) between the Borrower and Citigroup Global Markets Inc.; (2) between the Borrower and JPMorgan Chase Bank, N.A.; (3) among the Borrower, Citigroup Global Markets Inc., and JPMorgan Chase Bank, N.A.; specific fee amounts not disclosed in the filing