8-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe

Securities Exchange Act of 1934

March 13, 2026

Date of Report

(Date of earliest event reported)

AMAZON.COM, INC.

(Exact name of registrant as specified in itscharter)

Delaware	000-22513	91-1646860
(Stateor other jurisdiction of<br><br> <br><br><br> <br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington98109-5210

(Address of principalexecutive offices, including Zip Code)

(206)

266-1000

(Registrant’stelephone 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) ofthe 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 8.01. OTHER EVENTS.	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.	4
SIGNATURES	5
EXHIBIT 1.1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 4.10
EXHIBIT 4.11
EXHIBIT 4.12
EXHIBIT 5.1
EXHIBIT 23.1

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Table of Contents

ITEM 8.01.	OTHER EVENTS.

On March 13, 2026, Amazon.com, Inc. (the “Company”) closed the sale of $1,750,000,000 aggregate principal amount of its floating rate notes due 2028 (the “2028 Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its floating rate notes due 2029 (the “2029 Floating Rate Notes”), $2,250,000,000 aggregate principal amount of its 3.850% notes due 2028 (the “2028 Notes”), $3,000,000,000 aggregate principal amount of its 4.000% notes due 2029 (the “2029 Notes”), $5,000,000,000 aggregate principal amount of its 4.250% notes due 2031 (the “2031 Notes”), $4,000,000,000 aggregate principal amount of its 4.550% notes due 2033 (the “2033 Notes”), $6,000,000,000 aggregate principal amount of its 4.875% notes due 2036 (the “2036 Notes”), $2,500,000,000 aggregate principal amount of its 5.650% notes due 2046 (the “2046 Notes”), $5,500,000,000 aggregate principal amount of its 5.800% notes due 2056 (the “2056 Notes”), $3,000,000,000 aggregate principal amount of its 5.950% notes due 2066 (the “2066 Notes”), and $3,000,000,000 aggregate principal amount of its 6.050% notes due 2076 (the “2076 Notes” and, together with the 2028 Floating Rate Notes, 2029 Floating Rate Notes, 2028 Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes, 2056 Notes, and 2066 Notes, the “Notes”) pursuant to an Underwriting Agreement dated March 10, 2026 (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc., as managers of the several underwriters named in Schedule II therein. The sale of the Notes was registered under the Company’s registration statement on Form S-3 filed on February 6, 2026 (File No. 333-293246).

The aggregate public offering price of the Notes was $36.898 billion and the estimated net proceeds from the offering were approximately $36.813 billion, after deducting underwriting discounts from the public offering price and before deducting offering expenses payable by us. The Notes were issued pursuant to an Indenture dated as of November 29, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior Trustee”), as amended and supplemented by Supplemental Indenture No. 1, dated as of April 13, 2022, among the Company, the Prior Trustee, and Computershare Trust Company, National Association, as successor trustee, together with the officers’ certificate dated as of March 13, 2026 issued pursuant thereto establishing the terms of each series of the Notes (the “Officers’ Certificate”).

The foregoing descriptions of the Underwriting Agreement and the Officers’ Certificate are qualified in their entirety by the terms of such documents, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of 2028 Floating Rate Note, form of 2029 Floating Rate Note, form of 2028 Note, form of 2029 Note, form of 2031 Note, form of 2033 Note, form of 2036 Note, form of 2046 Note, form of 2056 Note, form of 2066 Note, and form of 2076 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, Exhibit 4.9, Exhibit 4.10, Exhibit 4.11, and Exhibit 4.12, respectively, and incorporated herein by reference.

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Table of Contents

ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number	Description
1.1	Underwriting<br> Agreement, dated as of March 10, 2026, among Amazon.com, Inc. and J.P. Morgan Securities LLC, Citigroup Global Markets<br> Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc., as managers of the several underwriters named in Schedule<br> II therein.
4.1	Officers’<br> Certificate of Amazon.com, Inc., dated as of March 13, 2026.
4.2	Form of<br> Floating Rate Note due 2028 (included in Exhibit 4.1).
4.3	Form of<br> Floating Rate Note due 2029 (included in Exhibit 4.1).
4.4	Form of<br> 3.850% Note due 2028 (included in Exhibit 4.1).
4.5	Form of<br> 4.000% Note due 2029 (included in Exhibit 4.1).
4.6	Form of<br> 4.250% Note due 2031 (included in Exhibit 4.1).
4.7	Form of<br> 4.550% Note due 2033 (included in Exhibit 4.1).
4.8	Form of<br> 4.875% Note due 2036 (included in Exhibit 4.1).
4.9	Form of<br> 5.650% Note due 2046 (included in Exhibit 4.1).
4.10	Form of<br> 5.800% Note due 2056 (included in Exhibit 4.1).
4.11	Form of<br> 5.950% Note due 2066 (included in Exhibit 4.1).
4.12	Form of 6.050% Note due 2076 (included in Exhibit 4.1).
5.1	Opinion<br> of Gibson, Dunn & Crutcher LLP.
23.1	Consent<br> of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104	The<br> cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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Table of Contents

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/<br> Antonio Masone
		Antonio Masone
		VicePresident and Treasurer
Dated: March 13, 2026

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Exhibit 1.1

AMAZON.COM, INC.

FLOATING RATENOTES DUE 20****28

FLOATING RATENOTES DUE 20****29

3.850% NOTES DUE 2028

4.000**%NOTES DUE 2029**

4.250% NOTES DUE 2031

4.550**%NOTES DUE 2033**

4.875% NOTES DUE 2036

5.650% NOTES DUE 2046

5.800% NOTES DUE 2056

5.950**%NOTES DUE 2066**

6.050**%NOTES DUE 2076**

UNDERWRITING AGREEMENT

March 10, 2026

To the Managers named in Schedule I hereto

for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Amazon.com, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus (the file number of which is set forth in Schedule I hereto) on Form S-3, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “RegistrationStatement,” and the related prospectus covering the Shelf Securities dated February 6, 2026 is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and relating to the offering of the Securities, “Time of Sale Prospectus” means the documents set forth opposite the caption “Time of Sale Prospectus” in Schedule I hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein on the date hereof. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

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1.         Representationsand Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)            The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. If the Registration Statement is an automatic shelf registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(b)            (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section ‎4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein or (B) that part of the Registration Statement that constitutes the Statement of

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Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.

(c)            The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule I hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d)            The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(e)            Each “significant subsidiary” of the Company, as such term is defined in Rule 1-02 of Regulation S-X (“SignificantSubsidiary”), has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are directly or indirectly wholly-owned by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)             This Agreement has been duly authorized, executed and delivered by the Company.

(g)            The Indenture has been duly authorized, executed and delivered by the Company, has been qualified under the Trust Indenture Act and constitutes a

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valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

(h)            The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

(i)             The Company is not, nor with the giving of notice or lapse of time or both would it be, in violation of or in default under its Certificate of Incorporation or Bylaws. The issue and sale of the Securities and the performance by the Company of all its obligations under the Securities, the Indenture and this Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, except as would not have a Material Adverse Effect, or would not materially impair the Company’s ability to perform its obligations contemplated by this Agreement, the Securities, or the Indenture, nor will any such action result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company or, except as would not have a Material Adverse Effect, or would not materially impair the Company’s ability to perform its obligations contemplated by this Agreement, the Securities, or the Indenture, any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its Significant Subsidiaries, or any of their respective properties; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations, or qualifications as have been obtained as of the date hereof and as may be required under state securities or Blue Sky Laws in connection with the purchase and distribution of the Securities by the Underwriters.

(j)             There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company

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and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(k)            The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(l)             The financial statements, and the related notes thereto, of the Company included or incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, except as described in the notes to such financial statements; and the supporting schedules incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the information required to be stated therein; and the other financial and statistical information and any other financial data set forth in the Time of Sale Prospectus and the Prospectus, to the Company’s knowledge, present fairly, in all material respects, the information purported to be shown thereby at the respective dates or for the respective periods to which they apply and, to the extent that such information is set forth in or has been derived from the financial statements and accounting books and records of the Company, have been prepared, to the Company’s knowledge, in all material respects on a basis consistent with such financial statements and the books and records of the Company.

(m)           The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

2.              Agreementsto Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto.

3.              PublicOffering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

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4.              Paymentand Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the second business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for the Securities shall be made against delivery to you on the Closing Date for the respective accounts of the several Underwriters of the Securities registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid.

5.              Conditionsto the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)            Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i)            there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of the possible change in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act); and

(ii)           there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b)            The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by Antonio Masone, Vice President and Treasurer of the Company, or by an executive officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

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(c)            The Underwriters shall have received on the Closing Date an opinion of Gibson, Dunn & Crutcher LLP, outside counsel for the Company, dated the Closing Date, in the form agreed between such counsel and the Managers.

(d)            The Underwriters shall have received on the Closing Date an opinion of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated the Closing Date with respect to such matters as the Underwriters shall request.

(e)            The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

6.              Covenantsof the Company. The Company covenants with each Underwriter as follows:

(a)            To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section ‎6(e) or ‎6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b)            During any period when a prospectus relating to the Securities is required to be delivered under the Securities Act (including circumstances where such requirement may be satisfied pursuant to Rule 172), before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, (i) to furnish to you a copy of each such proposed amendment or supplement and (ii) not to file any such proposed amendment or supplement to which you reasonably object (except, in the case of subclause (ii), for (A) an amendment or supplement consisting solely of the filing of a document under the Exchange Act or (B) a supplement relating to any offering of securities other than the Securities).

(c)            To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d)            Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d)

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under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e)            If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)             If, during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g)            To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction

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where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)            To make generally available to the Company’s security holders and to you as soon as practicable an earning statement that shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder, including Rule 158.

(i)             The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing, or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each preliminary prospectus, the Prospectus and each free writing prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each preliminary prospectus, the Prospectus and each free writing prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder. It is understood, however, that except as provided in this Section and Section 8 and the penultimate paragraph of Section 10, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.

(j)             During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters).

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(k)            To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Managers, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities.

7.             Covenantsof the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8.              Indemnityand Contribution.

(a)            The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto (to the extent amended or supplemented by the Company), any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(b)            Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the

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foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment or supplement thereto.

(c)            In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section ‎8(a) or ‎8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to assume the defense of all indemnified persons in connection with such proceeding, using counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and (y) representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (z) the indemnified party shall have reasonably concluded that there may be defenses available to it that are different from, additional to, or in conflict with those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred, but only after receipt of a reasonably detailed invoice in respect thereof. Such firm shall be designated in writing by the Managers authorized to appoint counsel under this Section set forth in Schedule I hereto, in the case of parties indemnified pursuant to Section ‎8(a), and by the Company, in the case of parties indemnified pursuant to Section ‎8(b), provided, however, that in either such case, counsel shall be reasonably acceptable to the other party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement

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of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)            To the extent the indemnification provided for in Section ‎8(a) or ‎8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause ‎8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause ‎8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate initial public offering price of the Securities as set forth in the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section ‎8 are several in proportion to the respective principal amounts of Securities they have purchased hereunder, and not joint.

(e)            The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section ‎8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable

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considerations referred to in Section ‎8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section ‎8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section ‎8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section ‎8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)             The indemnity and contribution provisions contained in this Section ‎8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

9.              Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or the Nasdaq Global Market, (ii) trading of any securities of the Company shall have been suspended on the Nasdaq Global Select Market, (iii) a material disruption in securities settlement, payment, or clearance services in the United States shall have occurred, (iv) any general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this Section ‎9, makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.           Effectiveness;Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

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If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section ‎10 by an amount in excess of one-ninth of such principal amount of the Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of the Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, which may include the names and addresses of their clients, as well as other information that will allow the Underwriters to properly identify their clients.

11.           EntireAgreement.

(a)            This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire

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agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b)           The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

12.           *Counterparts.*This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.          *Successors.*This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, affiliates and agents, and no other person will have any right or obligation hereunder. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Securities from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

14.            ApplicableLaw. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15.         *Headings.*The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16.            *Notices.*All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at the addresses set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address set forth in Schedule I hereto.

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17.            Recognitionof the U.S. Special Resolution Regimes.

(a)            In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)            In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 17, “BHCAct Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

18.           UKBail-in Legislation. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Underwriters and the Company, the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

(a)            the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i)             the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

(ii)            the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the

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Underwriters or another person, and the issue to or conferral on the Issuer of such shares, securities or obligations;

(iii)           the cancellation of the UK Bail-in Liability; and/or

(iv)           the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(b)           the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

For purposes of this Section 18 concerning UK Bail-in Legislation, the following definitions shall apply:

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it to suspend any obligation in respect of that liability.

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.

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| --- | | Very truly yours, Amazon.com, Inc. | | | | --- | --- | --- | | By: | /s/ Antonio Masone | | | | Name: | Antonio Masone | | | Title: | Vice President and Treasurer |

[Signature Page to Underwriting Agreement(USD)]

Accepted as of the date hereof
By:	J.P. Morgan Securities LLC
By:	/s/<br> Som Bhattacharyya
	Name:	Som Bhattacharyya
	Title:	Executive Director

[Signature Page to Underwriting Agreement(USD)]

Accepted as of the date hereof

By:	Citigroup Global Markets Inc.
By:	/s/<br> Adam D. Bordner
	Name:	Adam D. Bordner
	Title:	Managing Director

[Signature Page to Underwriting Agreement(USD)]

Accepted as of the date hereof

By:	Goldman Sachs & Co. LLC
By:	/s/<br> Kevin Dirkse
	Name:	Kevin Dirkse
	Title:	Managing Director

[Signature Page to Underwriting Agreement(USD)]

Accepted as of the date hereof

By:	HSBC Securities (USA) Inc.
By:	/s/<br> Patrice Altongy
	Name:	Patrice Altongy
	Title:	Managing Director

[Signature Page to Underwriting Agreement(USD)]

SCHEDULE I

Managers:
Managers<br> authorized to release lock-up under Section ‎6(j):	J.P. Morgan Securities LLC <br><br> Citigroup Global Markets Inc. <br><br> Goldman Sachs & Co. LLC <br><br> HSBC Securities (USA) Inc.
Managers<br> authorized to appoint counsel under Section ‎8(c):	J.P. Morgan Securities LLC<br><br> Citigroup Global Markets Inc. <br><br> Goldman Sachs & Co. LLC <br><br> HSBC Securities (USA) Inc.
Indenture:	Indenture<br> dated as of November 29, 2012, between the Company and the Trustee, as amended by Supplemental Indenture No. 1, dated as<br> of April 13, 2022
Trustee:	Computershare<br> Trust Company, National Association
Registration<br> Statement File No.:	333-293246
Time<br> of Sale Prospectus:	1.      Basic<br> Prospectus dated February 6, 2026, relating to the Shelf Securities<br><br> <br><br><br> <br>2.     the<br> preliminary prospectus supplement dated March 10, 2026, relating to the Securities<br><br> <br><br><br> <br>3.     free<br> writing prospectus dated March 10, 2026, containing a description of certain terms filed by<br> the Company under Rule 433(d) of the Securities Act
Securities<br> to be purchased:	Floating Rate Notes Due 2028 <br><br> Floating Rate Notes Due 2029<br><br> 3.850% Notes Due 2028 <br><br> 4.000% Notes Due 2029 <br><br> 4.250% Notes Due 2031 <br><br> 4.550% Notes Due 2033<br><br> 4.875% Notes Due 2036<br><br> 5.650% Notes Due 2046 <br><br> 5.800% Notes Due 2056<br><br> 5.950% Notes Due 2066<br><br> 6.050% Notes Due 2076

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| --- | | Aggregate Principal Amount: | $1,750,000,000 of Floating Rate Notes Due 2028 $1,000,000,000 of Floating Rate Notes Due 2029 $2,250,000,000 of 3.850% Notes Due 2028 $3,000,000,000 of 4.000% Notes Due 2029 $5,000,000,000 of 4.250% Notes Due 2031 $4,000,000,000 of 4.550% Notes Due 2033 $6,000,000,000 of 4.875% Notes Due 2036 $2,500,000,000 of 5.650% Notes Due 2046 $5,500,000,000 of 5.800% Notes Due 2056 $3,000,000,000 of 5.950% Notes Due 2066 $3,000,000,000 of 6.050% Notes Due 2076 | | --- | --- | | Purchase Price: | 99.920% of the principal amount of the Floating Rate Notes Due 2028, plus accrued interest, if any, from March 13, 2026 99.900% of the principal amount of the Floating Rate Notes Due 2029, plus accrued interest, if any, from March 13, 2026 99.859% of the principal amount of the 3.850% Notes Due 2028, plus accrued interest, if any, from March 13, 2026 99.889% of the principal amount of the 4.000% Notes Due 2029, plus accrued interest, if any, from March 13, 2026 99.720% of the principal amount of the 4.250% Notes Due 2031, plus accrued interest, if any, from March 13, 2026 99.666% of the principal amount of the 4.550% Notes Due 2033, plus accrued interest, if any, from March 13, 2026 99.604% of the principal amount of the 4.875% Notes Due 2036, plus accrued interest, if any, from March 13, 2026 |

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| --- | | | 99.131% of the principal amount of the 5.650% Notes Due 2046, plus accrued interest, if any, from March 13, 2026 99.037% of the principal amount of the 5.800% Notes Due 2056, plus accrued interest, if any, from March 13, 2026 99.297% of the principal amount of the 5.950% Notes Due 2066, plus accrued interest, if any, from March 13, 2026 98.976% of the principal amount of the 6.050% Notes Due 2076, plus accrued interest, if any, from March 13, 2026 | | --- | --- | | Maturity: | Floating Rate Notes Due 2028: March 13, 2028 Floating Rate Notes Due 2029: March 13, 2029 3.850% Notes Due 2028: March 13, 2028 4.000% Notes Due 2029: March 13, 2029 4.250% Notes Due 2031: March 13, 2031 4.550% Notes Due 2033: March 13, 2033 4.875% Notes Due 2036: March 13, 2036 5.650% Notes Due 2046: March 13, 2046 5.800% Notes Due 2056: March 13, 2056 5.950% Notes Due 2066: March 13, 2066 6.050% Notes Due 2076: March 13, 2076 | | Interest Rate: | Floating Rate Notes Due 2028: Compounded SOFR, reset quarterly, on each floating rate interest payment date plus 0.44% per annum. Floating Rate Notes Due 2029: Compounded SOFR, reset quarterly, on each floating rate interest payment date plus 0.59% per annum. |

| 3 |

| --- | | | 3.850% Notes Due 2028: 3.850% per annum, accruing from March 13, 2026 4.000% Notes Due 2029: 4.000% per annum, accruing from March 13, 2026 4.250% Notes Due 2031: 4.250% per annum, accruing from March 13, 2026 4.550% Notes Due 2033: 4.550% per annum, accruing from March 13, 2026 4.875% Notes Due 2036: 4.875% per annum, accruing from March 13, 2026 5.650% Notes Due 2046: 5.650% per annum, accruing from March 13, 2026 5.800% Notes Due 2056: 5.800% per annum, accruing from March 13, 2026 5.950% Notes Due 2066: 5.950% per annum, accruing from March 13, 2026 6.050% Notes Due 2076: 6.050% per annum, accruing from March 13, 2026 | | --- | --- | | Interest Payment Dates: | In the case of the Floating Rate Notes due 2028 and the Floating Rate Notes due 2029, quarterly in arrears on March 13, June 13, September 13, and December 13 of each year, beginning on June 13, 2026. If any floating rate interest payment date (other than the maturity date of the Floating Rate Notes due 2028 and the Floating Rate Notes due 2029) falls on a day that is not a business day, the applicable floating rate interest payment date will be the next succeeding business day unless that business day is in the next succeeding calendar month, in which case the applicable floating rate interest payment date will be the immediately preceding business day. The term “business day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions in the City of New York are authorized or required by law or executive order to close. In the case of the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes, the 2066 Notes, and the 2076 Notes, March 13 and September 13 of each year, beginning September 13, 2026. |

| 4 |

| --- | | Closing Date and Time: | March 13, 2026, 10:00 a.m. New York City time | | --- | --- | | Closing Location: | Davis Polk & Wardwell LLP 900 Middlefield Road Redwood City, California 94063 | | Address for Notices to Underwriters: | J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 Attention: Investment Grade Syndicate Desk Facsimile: (212) 834-6081 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Facsimile: (646) 291-1469 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department Facsimile: (212) 902-9316 Email: registration-syndops@ny.email.gs.com HSBC Securities (USA) Inc. 66 Hudson Boulevard New York, New York 10001 Attention: DCM Legal Americas | | Address for Notices to the Company: | Amazon.com, Inc. | | 410 Terry Avenue North Seattle, Washington 98109 Attention: General Counsel | | --- |

| 5 |

| --- |

SCHEDULE II

Underwriter	Principal<br> <br><br> Amount of<br> Floating Rate<br><br> Notes due<br><br> 2028		Principal<br> <br><br> Amount of<br> Floating Rate<br><br> Notes due<br><br> 2029		Principal<br> <br><br> Amount of<br> 2028 Notes		Principal<br> <br><br> Amount of<br> 2029 Notes		Principal<br><br> Amount of<br> 2031 Notes		Principal<br> <br><br> Amount of<br> 2033 Notes		Principal<br> <br><br> Amount of<br> 2036 Notes		Principal<br><br> Amount of<br> 2046 Notes		Principal<br><br> Amount of<br> 2056 Notes		Principal<br> <br><br> Amount of<br> 2066 Notes		Principal<br><br> Amount of<br> 2076 Notes
J.P.<br> Morgan Securities LLC	$	245,000,000	$	140,000,000	$	315,000,000	$	420,000,000	$	700,000,000	$	560,000,000	$	840,000,000	$	350,000,000	$	770,000,000	$	420,000,000	$	420,000,000
Citigroup<br> Global Markets Inc.	$	201,250,000	$	115,000,000	$	258,750,000	$	345,000,000	$	575,000,000	$	460,000,000	$	690,000,000	$	287,500,000	$	632,500,000	$	345,000,000	$	345,000,000
Goldman<br> Sachs & Co. LLC	$	201,250,000	$	115,000,000	$	258,750,000	$	345,000,000	$	575,000,000	$	460,000,000	$	690,000,000	$	287,500,000	$	632,500,000	$	345,000,000	$	345,000,000
HSBC<br> Securities (USA) Inc.	$	201,250,000	$	115,000,000	$	258,750,000	$	345,000,000	$	575,000,000	$	460,000,000	$	690,000,000	$	287,500,000	$	632,500,000	$	345,000,000	$	345,000,000
BofA<br> Securities, Inc.	$	87,500,000	$	50,000,000	$	112,500,000	$	150,000,000	$	250,000,000	$	200,000,000	$	300,000,000	$	125,000,000	$	275,000,000	$	150,000,000	$	150,000,000
Deutsche<br> Bank Securities Inc.	$	87,500,000	$	50,000,000	$	112,500,000	$	150,000,000	$	250,000,000	$	200,000,000	$	300,000,000	$	125,000,000	$	275,000,000	$	150,000,000	$	150,000,000
Wells<br> Fargo Securities, LLC	$	87,500,000	$	50,000,000	$	112,500,000	$	150,000,000	$	250,000,000	$	200,000,000	$	300,000,000	$	125,000,000	$	275,000,000	$	150,000,000	$	150,000,000
Barclays<br> Capital Inc.	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000
BNP<br> Paribas Securities Corp.	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000
Morgan<br> Stanley & Co. LLC	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000
RBC<br> Capital Markets, LLC	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000
Scotia<br> Capital (USA) Inc.	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000
SG<br> Americas Securities, LLC	$	52,500,000	$	30,000,000	$	67,500,000	$	90,000,000	$	150,000,000	$	120,000,000	$	180,000,000	$	75,000,000	$	165,000,000	$	90,000,000	$	90,000,000

| 1 |

| --- | | TD Securities (USA) LLC | $ | 52,500,000 | $ | 30,000,000 | $ | 67,500,000 | $ | 90,000,000 | $ | 150,000,000 | $ | 120,000,000 | $ | 180,000,000 | $ | 75,000,000 | $ | 165,000,000 | $ | 90,000,000 | $ | 90,000,000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | BBVA Securities Inc. | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | Loop Capital Markets LLC | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | NatWest Markets Securities Inc. | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | Santander US Capital Markets LLC | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | Standard Chartered Bank | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | U.S. Bancorp Investments, Inc. | $ | 26,250,000 | $ | 15,000,000 | $ | 33,750,000 | $ | 45,000,000 | $ | 75,000,000 | $ | 60,000,000 | $ | 90,000,000 | $ | 37,500,000 | $ | 82,500,000 | $ | 45,000,000 | $ | 45,000,000 | | Academy Securities, Inc. | $ | 19,250,000 | $ | 11,000,000 | $ | 24,750,000 | $ | 33,000,000 | $ | 55,000,000 | $ | 44,000,000 | $ | 66,000,000 | $ | 27,500,000 | $ | 60,500,000 | $ | 33,000,000 | $ | 33,000,000 | | Drexel Hamilton, LLC | $ | 19,250,000 | $ | 11,000,000 | $ | 24,750,000 | $ | 33,000,000 | $ | 55,000,000 | $ | 44,000,000 | $ | 66,000,000 | $ | 27,500,000 | $ | 60,500,000 | $ | 33,000,000 | $ | 33,000,000 | | R. Seelaus & Co., LLC | $ | 19,250,000 | $ | 11,000,000 | $ | 24,750,000 | $ | 33,000,000 | $ | 55,000,000 | $ | 44,000,000 | $ | 66,000,000 | $ | 27,500,000 | $ | 60,500,000 | $ | 33,000,000 | $ | 33,000,000 | | Samuel A. Ramirez & Company, Inc. | $ | 19,250,000 | $ | 11,000,000 | $ | 24,750,000 | $ | 33,000,000 | $ | 55,000,000 | $ | 44,000,000 | $ | 66,000,000 | $ | 27,500,000 | $ | 60,500,000 | $ | 33,000,000 | $ | 33,000,000 | | Siebert Williams Shank & Co., LLC | $ | 19,250,000 | $ | 11,000,000 | $ | 24,750,000 | $ | 33,000,000 | $ | 55,000,000 | $ | 44,000,000 | $ | 66,000,000 | $ | 27,500,000 | $ | 60,500,000 | $ | 33,000,000 | $ | 33,000,000 | | C.L. King & Associates, Inc. | $ | 8,750,000 | $ | 5,000,000 | $ | 11,250,000 | $ | 15,000,000 | $ | 25,000,000 | $ | 20,000,000 | $ | 30,000,000 | $ | 12,500,000 | $ | 27,500,000 | $ | 15,000,000 | $ | 15,000,000 | | Independence Point Securities LLC | $ | 8,750,000 | $ | 5,000,000 | $ | 11,250,000 | $ | 15,000,000 | $ | 25,000,000 | $ | 20,000,000 | $ | 30,000,000 | $ | 12,500,000 | $ | 27,500,000 | $ | 15,000,000 | $ | 15,000,000 | | Total | $ | 1,750,000,000 | $ | 1,000,000,000 | $ | 2,250,000,000 | $ | 3,000,000,000 | $ | 5,000,000,000 | $ | 4,000,000,000 | $ | 6,000,000,000 | $ | 2,500,000,000 | $ | 5,500,000,000 | $ | 3,000,000,000 | $ | 3,000,000,000 |

| 2 |

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Exhibit 4.1

AMAZON.COM, INC.

officers’certificate establishing the terms of notes

March 13, 2026

We, Antonio Masone and Susan K. Jong, the Vice President and Treasurer and the Vice President & Associate General Counsel and Secretary, respectively, of Amazon.com, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), do hereby certify in the name of and on behalf of the Company as follows:

1.              The Underwriting Agreement, dated March 10, 2026, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc., as managers of the several underwriters named in Schedule II therein, in the form executed by Antonio Masone and the transactions contemplated thereby are hereby approved and ratified in all respects.

2.              The Prospectus of the Company dated February 6, 2026, as supplemented by the Preliminary Prospectus Supplement dated March 10, 2026, the Free Writing Prospectus dated March 10, 2026, and the Final Prospectus Supplement dated March 10, 2026, and the offering of securities contemplated thereby, is hereby approved and ratified in all respects.

3.              With reference to the Indenture entered into pursuant to the Trust Indenture Act of 1939, as amended, between the Company and Wells Fargo Bank, National Association, as indenture trustee (the “Prior Trustee”), dated as of November 29, 2012 (the “Base Indenture”), as amended and supplemented by Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Prior Trustee, as prior trustee, and Computershare Trust Company, National Association, as successor trustee (the “Trustee”), this Officers’ Certificate hereby establishes the terms of each series of Notes (as defined herein) pursuant to Section 2.2 of the Indenture (this “Officers’ Certificate”). The undersigned have read the provisions of the Indenture relating to the establishment of the series of securities to be authenticated and delivered thereunder, including Sections 2.1, 2.2, 2.3, 10.3, and 10.4 of the Base Indenture and the definitions related thereto, as well as such other documents as they have deemed necessary or appropriate, and otherwise made such examination or investigation as is necessary, to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with. Capitalized terms used but not defined in this Officers’ Certificate are used as defined in the Indenture.

4.              The review of such provisions was undertaken in order to permit the undersigned to certify whether all conditions precedent (including any covenants, compliance with which constitute conditions precedent) provided for in the Indenture, for the establishment of the Notes as eleven separate series of securities, the form and terms of which are set forth below, and the authentication and delivery thereof have been complied with.

5.              Accordingly, in the opinion of the undersigned, all conditions precedent under the Indenture to the execution, authentication, and the delivery of the Securities have been complied with.

6.              There is hereby established the following series of securities of the Company for issuance under the Indenture as follows:

(a)	The titles of such series of Securities<br> shall be the “Floating Rate Notes due 2028” (the “2028 Floating<br> Rate Notes”), the “Floating Rate Notes due 2029” (the “2029<br> Floating Rate Notes” and, together with the 2028 Floating Rate Notes, the “Floating<br> Rate Notes”), the “3.850% Notes due 2028” (the “2028<br> Notes”), the “4.000% Notes due 2029” (the “2029 Notes”),<br> the “4.250% Notes due 2031” (the “2031 Notes”), the “4.550%<br> Notes due 2033” (the “2033 Notes”), the “4.875% Notes<br> due 2036” (the “2036 Notes”), the “5.650% Notes due 2046”<br> (the “2046 Notes”), the “5.800% Notes due 2056” (the “2056<br> Notes”), the “5.950% Notes due 2066” (the “2066 Notes”),<br> and the “6.050% Notes due 2076” (the “2076 Notes” and, together<br> with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the<br> 2046 Notes, the 2056 Notes, and the 2066 Notes, the “Fixed Rate Notes”).<br> The Floating Rate Notes and Fixed Rate Notes are collectively referred to as the “Notes.”
(b)	The aggregate principal amount of the Notes<br> that may be authenticated and delivered under the Indenture shall be $1,750,000,000 aggregate<br> principal amount of the 2028 Floating Rate Notes, $1,000,000,000 aggregate principal amount<br> of the 2029 Floating Rate Notes, $2,250,000,000 aggregate principal amount of the 2028 Notes,<br> $3,000,000,000 aggregate principal amount of the 2029 Notes, $5,000,000,000 aggregate principal<br> amount of the 2031 Notes, $4,000,000,000 aggregate principal amount of the 2033 Notes, $6,000,000,000<br> aggregate principal amount of the 2036 Notes, $2,500,000,000 aggregate principal amount of<br> the 2046 Notes, $5,500,000,000 aggregate principal amount of the 2056 Notes, $3,000,000,000<br> aggregate principal amount of the 2066 Notes, and $3,000,000,000 aggregate principal amount<br> of the 2076 Notes (except for Notes authenticated and delivered upon registration of, transfer<br> of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8, 2.11, 3.6,<br> and 9.6 of the Base Indenture).
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(c)	The<br> principal amount of the outstanding 2028 Floating Rate Notes shall be payable on March 13,<br> 2028 (the “2028 Floating Rate Notes Stated Maturity”), 2029 Floating<br> Rate Notes shall be payable on March 13, 2029 (the “2029 Floating Rate<br> Notes Stated Maturity” and, together with the 2028 Floating Rate Notes Stated Maturity,<br> the “Floating Rate Notes Stated Maturities”), 2028 Notes shall be<br> payable on March 13, 2028 (the “2028 Stated Maturity”), 2029<br> Notes shall be payable on March 13, 2029 (the “2029 Stated Maturity”),<br> 2031 Notes shall be payable on March 13, 2031 (the “2031 Stated Maturity”),<br> 2033 Notes shall be payable on March 13, 2033 (the “2033 Stated Maturity”),<br> 2036 Notes shall be payable on March 13, 2036 (the “2036 Stated Maturity”),<br> 2046 Notes shall be payable on March 13, 2046 (the “2046 Stated Maturity”),<br> 2056 Notes shall be payable on March 13, 2056 (the “2056 Stated Maturity”),<br> 2066 Notes shall
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be<br> payable on March 13, 2066 (the “2066 Stated Maturity”),<br> and 2076 Notes shall be payable on March 13, 2076 (the “2076 Stated Maturity”<br> and, together with the 2028 Floating Rate Notes Stated Maturity, the 2029 Floating Rate Notes<br> Stated Maturity, the 2028 Stated Maturity, the 2029 Stated Maturity, the 2031 Stated Maturity,<br> the 2033 Stated Maturity, the 2036 Stated Maturity, the 2046 Stated Maturity, the 2056 Stated<br> Maturity, and the 2066 Stated Maturity, the “Stated Maturities”).
(d)	The<br> 2028 Floating Rate Notes shall bear interest at a floating rate equal to Compounded SOFR<br> (as defined in the form of 2028 Floating Rate Note attached hereto as Exhibit A),<br> reset quarterly, plus 0.44% per annum, the 2029 Floating Rate Notes shall bear interest at<br> a floating rate equal to Compounded SOFR (as defined in the form of 2029 Floating Rate Note<br> attached hereto as Exhibit B), reset quarterly, plus 0.59% per annum, the 2028<br> Notes shall bear interest at the rate of 3.850% per annum, the 2029 Notes shall bear interest<br> at the rate of 4.000% per annum, the 2031 Notes shall bear interest at the rate of 4.250%<br> per annum, the 2033 Notes shall bear interest at the rate of 4.550% per annum, the 2036 Notes<br> shall bear interest at the rate of 4.875% per annum, the 2046 Notes shall bear interest at<br> the rate of 5.650% per annum, the 2056 Notes shall bear interest at the rate of 5.800% per<br> annum, the 2066 Notes shall bear interest at the rate of 5.950% per annum, and the 2076 Notes<br> shall bear interest at the rate of 6.050% per annum.
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(e)	Interest<br> on the Notes issued on the date hereof shall accrue from March 13, 2026.
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Interest on the Floating Rate Notes shall be payable quarterly in arrears each March 13, June 13, September 13, and December 13 (the “Floating Rate Notes Interest Payment Date”), beginning on June 13, 2026 to the holders of record as of the close of business on each February 26, May 29, August 29, and November 28, as the case may be, next preceding the relevant Floating Rate Notes Interest Payment Date, except that the Company will pay interest at the applicable Floating Rate Notes Stated Maturity to the person or persons to whom principal is payable. The amount of interest accrued and payable on the Floating Rate Notes for each Floating Rate Notes Interest Payment Date shall be equal to the product of (i) the outstanding principal amount of the applicable series of Floating Rate Notes multiplied by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period (as defined in the form of 2028 Floating Rate Note attached hereto as Exhibit A or the form of 2029 Floating Rate Note attached hereto as Exhibit B, as the case may be) multiplied by (b) the quotient of the actual number of calendar days in such Floating Rate Interest Period divided by 360. In no event shall the interest on the Floating Rate Notes of either series be less than zero.

If any Floating Rate Notes Interest Payment Date (other than the applicable Floating Rate Notes Stated Maturity) falls on a day that is not a Business Day, the applicable Floating Rate Notes Interest Payment Date (other than the applicable Floating Rate Notes Stated Maturity) shall be the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the applicable Floating Rate Notes Interest Payment Date (other than the applicable Floating Rate Notes Stated Maturity) shall be the immediately preceding Business Day.

Interest on the Fixed Rate Notes shall be payable semi-annually in arrears each March 13 and September 13 (together with the Floating Rate Notes Interest Payment Date, each, an “Interest Payment Date”), beginning on September 13, 2026 to the holders of record as of the close of business on each February 26 and August 29, as the case may be, next preceding the relevant Interest Payment Date of such series of Notes, except that the Company will pay interest at the applicable Stated Maturity of the Fixed Rate Notes to the person or persons to whom principal is payable. Interest on the Notes will be paid on the basis of a 360-day year comprised of twelve 30-day months.

If any day on which interest is payable on the Fixed Rate Notes is not a Business Day, the payment of the interest payable on that date will be made on the next date that is a Business Day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.

(f)	The place or places where the principal<br> of and interest on the Notes shall be payable, where they may be surrendered for registration<br> of transfer or exchange, and where notices and demands to or upon the Company may be served<br> in respect of the Notes and the Indenture shall be the Corporate Trust Office of the Trustee,<br> or at any other place as the Company may designate.
(g)	Each<br> series of the Fixed Rate Notes may be redeemed in whole at any time or in part from time<br> to time prior to the applicable Par Call Date (as defined herein) at the Company’s<br> option (the date of such redemption, the “Make-Whole Redemption Date”),<br> at a redemption price (expressed as a percentage of principal amount and rounded to three<br> decimal places) equal to the greater of: (i) (A) the sum of the present values<br> of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole<br> Redemption Date (assuming such Fixed Rate Notes matured on the applicable Par Call Date)<br> on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the<br> Treasury Rate (as defined herein) plus 5.0 basis points in the case of the 2028 Notes, plus<br> 10.0 basis points in the case of the 2029 Notes, plus 10.0 basis points in the case of the<br> 2031 Notes, plus 10.0 basis points in the case of the 2033 Notes, plus 15.0 basis points<br> in the case of the 2036 Notes, plus 15.0 basis points in the case of the 2046 Notes, plus<br> 20.0 basis points in the case of the 2056 Notes, plus 20.0
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(f)

The place or places where the principal of and interest on the Notes shall be payable, where they may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company may be served in respect of the Notes and the Indenture shall be the Corporate Trust Office of the Trustee, or at any other place as the Company may designate.

(g)

Each series of the Fixed Rate Notes may be redeemed in whole at any time or in part from time to time prior to the applicable Par Call Date (as defined herein) at the Company’s option (the date of such redemption, the “Make-Whole Redemption Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming such Fixed Rate Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 5.0 basis points in the case of the 2028 Notes, plus 10.0 basis points in the case of the 2029 Notes, plus 10.0 basis points in the case of the 2031 Notes, plus 10.0 basis points in the case of the 2033 Notes, plus 15.0 basis points in the case of the 2036 Notes, plus 15.0 basis points in the case of the 2046 Notes, plus 20.0 basis points in the case of the 2056 Notes, plus 20.0

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basis points in the case of the 2066 Notes, and plus 20.0 basis points in the case of the 2076 Notes, less (B) interest accrued and unpaid thereon to, but not including, the applicable Make-Whole Redemption Date, and (ii) 100% of the principal amount of the Fixed Rate Notes of the applicable series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the applicable Make-Whole Redemption Date.

On or after the applicable Par Call Date, the Company may redeem any series of the Fixed Rate Notes (other than the 2028 Notes), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”). The Company shall be responsible for calculating the applicable redemption price.

Notwithstanding the foregoing, installments of interest on Fixed Rate Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Fixed Rate Notes and the Indenture.

If money sufficient to pay the redemption price of and accrued interest on the series of Fixed Rate Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, then on and after the Redemption Date, interest will cease to accrue on such Fixed Rate Notes (or such portion thereof) called for redemption and such Fixed Rate Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

If fewer than all of the Fixed Rate Notes of a series are to be redeemed, the Trustee will select the Fixed Rate Notes of such series to be redeemed pro rata by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. For so long as the Fixed Rate Notes are held in the form of Global Securities, the redemption of the Fixed Rate Notes shall be in accordance with the Depositary’s applicable procedures unless otherwise required by law or applicable stock exchange. Fixed Rate Notes of $2,000 principal amount or less will not be redeemed in part. If any Fixed Rate Note is to be redeemed in part only, the notice of redemption that relates to such Fixed Rate Note will state the portion of the principal amount of the Fixed Rate Notes to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Fixed Rate Note will be issued in the name of the holder of the Fixed Rate Note upon surrender for cancellation of the original Fixed Rate Note.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Fixed Rate Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price, calculated as set forth in this Officers’ Certificate, shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Fixed Rate Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

Notice of any redemption of the Fixed Rate Notes of a series in connection with a transaction or an event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Fixed Rate Notes subject to such redemption notice in the same manner in which the notice of redemption was given.

“Par Call Date” means, in the case of the 2029 Notes, February 13, 2029 (the date that is one month prior to the 2029 Stated Maturity), in the case of the 2031 Notes, February 13, 2031 (the date that is one month prior to the 2031 Stated Maturity), in the case of the 2033 Notes, January 13, 2033 (the date that is two months prior to the 2033 Stated Maturity), in the case of the 2036 Notes, December 13, 2035 (the date that is three months prior to the 2036 Stated Maturity), in the case of the 2046 Notes, September 13, 2045 (the date that is six months prior to the 2046 Stated Maturity), in the case of the 2056 Notes, September 13, 2055 (the date that is six months prior to the 2056 Stated Maturity), in the case of the 2066 Notes, September 13, 2065 (the date that is six months prior to the 2066 Stated Maturity), and in the case of the 2076 Notes, September 13, 2075 (the date that is six months prior to the 2076 Stated Maturity).

“Treasury Rate” means, with respect to any Make-Whole Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Make-Whole Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the applicable Make-Whole Redemption Date to the applicable Par Call Date (or in the case of the 2028 Notes, the 2028 Stated Maturity) (the “Remaining Life”); or (ii) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date (or in the case of the 2028 Notes, the 2028 Stated Maturity) on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the applicable Make-Whole Redemption Date.

If on the third Business Day preceding the applicable Make-Whole Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Make-Whole Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes), as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes) but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028

Notes), one with a maturity date preceding the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes) and one with a maturity date following the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes), the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes). If there are two or more United States Treasury securities maturing on the applicable Par Call Date (or the 2028 Stated Maturity in the case of the 2028 Notes) or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

The Floating Rate Notes shall not be redeemable prior to the Floating Rate Notes Stated Maturity.

(h)	The<br> Notes shall be issuable in minimum denominations of $2,000 and in integral multiples of $1,000<br> in excess thereof.
(i)	The Notes shall be issued in the form of<br> one or more Global Securities.
---	---
(j)	The<br> Depositary shall be The Depository Trust Company.
---	---
(k)	The amount of payments of principal or interest<br> shall not be determined with reference to an index, formula, or other similar method.
---	---
(l)	The provisions of Section 8.1 of the<br> Base Indenture shall apply to the Notes.
---	---
(m)	The<br> Notes shall be Unrestricted Securities and shall be registered with the Securities and Exchange<br> Commission pursuant to a registration statement on Form S-3 under the Securities Act<br> of 1933, as amended.
---	---
(n)	The principal of and interest on the Notes<br> shall be payable only in Dollars.
---	---
(o)	The<br> Notes shall not be convertible into common stock of the Company.
---	---
(p)	The<br> terms of the 2028 Floating Rate Notes, the 2029 Floating Rate Notes, the 2028 Notes, the<br> 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036
---	---

Notes, the 2046 Notes, the 2056 Notes, the 2066 Notes, and the 2076 Notes shall include such other terms as set forth in the form of Floating Rate Note, form of 2029 Note, form of 2031 Note, form of 2033 Note, form of 2036 Note, form of 2046 Note, form of 2056 Note, form of 2066 Note, and form of 2076 Note, respectively, attached hereto as Exhibits A, B, C, D, E, F, G, H, I, J, and K.

7.              This Officers’ Certificate and any other documents delivered in connection with this transaction shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law; (ii) an original manual signature; or (iii) a scanned manual signature. Each electronic signature or scanned manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon and shall have no liability with respect to a scanned or other electronic signature of any party and shall have no duty to investigate, confirm, or otherwise verify the validity or authenticity thereof. This Officers’ Certificate may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the date first written above.

AMAZON.COM, INC.
By:	/s/ Antonio Masone
Name:	Antonio Masone
---	---
Title:	Vice President and Treasurer
---	---
By:	/s/<br> Susan K. Jong
---	---
Name:	Susan K. Jong
---	---
Title:	Vice President & Associate General Counsel<br> and Secretary
---	---

[Signature Page to the Officers’Certificate (Indenture)]

Exhibit A

Form of Floating Rate Note

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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AMAZON.COM, INC.

Floating Rate Notes due 2028

No.	CUSIP No. 023135CZ7
	ISIN No. US023135CZ72
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of on March 13, 2028 (the “Stated Maturity”).

Interest Payment Dates: March 13, June 13, September 13, and December 13 (each, an “Interest Payment Date”), commencing on June 13, 2026.

Interest Record Dates: February 26, May 29, August 29, and November 28 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL<br> ASSOCIATION,<br> as Trustee
By:
	Authorized Signatory

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(REVERSE OF NOTE)

AMAZON.COM, INC.

Floating Rate Notes due 2028

1.              Interest.

Amazon.com, Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at a floating rate equal to Compounded SOFR, reset quarterly, plus 0.44% per annum, computed on the basis of a 360-day year for the actual number of days elapsed during the period. Cash interest on the Notes will accrue from and including the most recent Interest Payment Date; or, if no interest has been paid, from March 13, 2026. The Issuer will pay interest on the Notes quarterly in arrears on each Interest Payment Date, beginning on June 13, 2026, subject to adjustment as provided below if any such date is not a Business Day, and at the Stated Maturity, to the record holders at the close of business on the preceding Regular Record Date of the applicable Interest Payment Date (whether or not a Business Day).

The interest rate for any Floating Rate Interest Period (as defined herein) shall be Compounded SOFR as determined on the applicable Floating Rate Interest Determination Date (as defined herein), plus 0.44% per annum. On each Floating Rate Interest Determination Date relating to the applicable Interest Payment Date, the calculation agent for the Notes (the “Calculation Agent”) will calculate the amount of accrued interest payable on the Notes by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Floating Rate Interest Period divided by 360. In no event shall the interest on the Notes be less than zero.

If any Interest Payment Date (other than the Stated Maturity) falls on a day that is not a Business Day, the applicable Interest Payment Date (other than the Stated Maturity) shall be the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the applicable Interest Payment Date (other than the Stated Maturity) shall be the immediately preceding Business Day. If any such Interest Payment Date (other than the Stated Maturity) is postponed or brought forward as described above, the interest amount shall be adjusted accordingly to the number of days in the applicable period and the Holder shall be entitled to more or less interest, respectively. If the Stated Maturity falls on a day that is not a Business Day, the payment of principal, premium, if any, or interest, shall be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest shall accrue on the amounts so payable for the period from and after such date to the next succeeding Business Day.

The Issuer shall pay interest on overdue principal, premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note and at the same rate on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for payment.

“Compounded SOFR” with respect to any Floating Rate Interest Period shall be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):

where:

“SOFR IndexStart” is the SOFR Index value for the day which is two U.S. Government Securities Business Days (as defined herein) preceding the first date of the relevant Floating Rate Interest Period;

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“SOFR IndexEnd” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the applicable Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Stated Maturity); and

“dc” is the number of calendar days in the relevant Observation Period (as defined herein).

For purposes of determining Compounded SOFR,

“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if the Issuer or its designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment, a successor calculation agent, an independent financial advisor, or any other designee of the Issuer) determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR or SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i)	the sum of: (a) the alternate rate of interest that has been selected<br> or recommended by the Relevant Governmental Body as the replacement for the then-current<br> Benchmark and (b) the Benchmark Replacement Adjustment;
(ii)	the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark<br> Replacement Adjustment; or
---	---
(iii)	the sum of: (a) the alternate rate of interest that has been<br> selected by the Issuer or its designee as the replacement for the then-current Benchmark<br> giving due consideration to any industry-accepted rate of interest as a replacement for the<br> then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the<br> Benchmark Replacement Adjustment.
---	---

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i)	the spread adjustment (which may be a positive or negative value or<br> zero), or method for calculating or determining such spread adjustment, that has been selected<br> or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark<br> Replacement;
(ii)	if the applicable Unadjusted Benchmark Replacement is equivalent to<br> the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
---	---
(iii)	the spread adjustment (which may be a positive or negative value or<br> zero) that has been selected by the Issuer or its designee giving due consideration to any<br> industry-accepted spread adjustment, or method for calculating or determining such spread<br> adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted<br> Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time.
---	---

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of Floating Rate Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other technical, administrative, or operational matters) that the Issuer or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee

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decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determines is reasonably practicable).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

(i)	in the case of clause (i) or (ii) of the definition of “Benchmark<br> Transition Event,” the later of (a) the date of the public statement or publication<br> of information referenced therein and (b) the date on which the administrator of the<br> Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component);<br> or
(ii)	in the case of clause (iii) of the definition of “Benchmark<br> Transition Event,” the date of the public statement or publication of information referenced<br> therein.
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For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

(i)	a public statement or publication of information by or on behalf of<br> the administrator of the Benchmark (or such component) announcing that such administrator<br> has ceased or shall cease to provide the Benchmark (or such component), permanently or indefinitely,<br> provided that, at the time of such statement or publication, there is no successor administrator<br> that shall continue to provide the Benchmark (or such component);
(ii)	a public statement or publication of information by the regulatory<br> supervisor for the administrator of the Benchmark (or such component), the central bank for<br> the currency of the Benchmark (or such component), an insolvency official with jurisdiction<br> over the administrator for the Benchmark (or such component), a resolution authority with<br> jurisdiction over the administrator for the Benchmark (or such component), or a court or<br> an entity with similar insolvency or resolution authority over the administrator for the<br> Benchmark (or such component), which states that the administrator of the Benchmark (or such<br> component) has ceased or shall cease to provide the Benchmark (or such component), permanently<br> or indefinitely, provided that, at the time of such statement or publication, there is no<br> successor administrator that shall continue to provide the Benchmark (or such component);<br> or
---	---
(iii)	a public statement or publication of information by the regulatory<br> supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer<br> representative.
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“Floating Rate Interest Determination Date” means the date two U.S. Government Securities Business Days preceding each Interest Payment Date (or in the final Floating Rate Interest Period, preceding the Stated Maturity).

“Floating Rate Interest Period” means (i) the period from and including any Interest Payment Date (or, with respect to the initial Interest Payment Date only, from and including March 13, 2026) to, but not including, the next succeeding Interest Payment Date or (ii) in the case of the last such period, from and including the Interest Payment Date immediately preceding the Stated Maturity to, but not including, such Stated Maturity.

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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Observation Period” means, in respect of each Floating Rate Interest Period, the period from and including the date two U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Period to, but not including, the date two U.S. Government Securities Business Days preceding the Interest Payment Date for such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Stated Maturity).

“Reference Time” with respect to any determination of the Benchmark means (i) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time (as defined herein) and (ii) if the Benchmark is not Compounded SOFR, the time determined by the Issuer or its designee in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.

“SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(i)	the SOFR Index value as published by the SOFR Administrator as such<br> index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time)<br> on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”);<br> provided that:
(ii)	if a SOFR Index value does not so appear as specified in clause (i) above<br> at the SOFR Index Determination Time, then: (a) if a Benchmark Transition Event and<br> its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded<br> SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions”<br> described below; or (b) if a Benchmark Transition Event and its related Benchmark Replacement<br> Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined<br> pursuant to the “Effects of a Benchmark Transition Event” provisions set forth<br> below.
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(i)

the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:

(ii)

if a SOFR Index value does not so appear as specified in clause (i) above at the SOFR Index Determination Time, then: (a) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions” described below; or (b) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “Effects of a Benchmark Transition Event” provisions set forth below.

---

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

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“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Notwithstanding anything to the contrary herein, if the Issuer or its designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment, a successor calculation agent, an independent financial advisor, or any other designee of the Issuer) determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions set forth below under “Effects of a Benchmark Transition” shall thereafter apply to all determinations of the rate of interest payable on the Notes.

For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Floating Rate Interest Period shall be an annual rate equal to the Benchmark Replacement plus any applicable margin.

SOFR Index Unavailable Provisions

If a SOFR IndexStart or SOFR IndexEnd is not published on the relevant Floating Rate Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the relevant Floating Rate Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR averages, and definitions required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information, or any successor source. For the purposes of this provision, references in the SOFR averages compounding formula and related definitions to “Calculation Period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180-calendar days” shall be removed. If SOFR does not so appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.

Effects of a Benchmark Transition Event

If the Issuer or its designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment, a successor calculation agent, an independent financial advisor, or any other designee of the Issuer) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement shall replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Issuer (or the Issuer’s designee) shall have the right to make Benchmark Replacement Conforming Changes from time to time.

Any determination, decision, or election that may be made by the Issuer (or its designee) pursuant to the provisions set forth in the immediately preceding paragraph, including any determination with respect to a tenor, rate, or adjustment, or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection: (i) shall be conclusive and binding absent manifest error; (ii) if made by the Issuer, shall be made in the Issuer’s sole discretion; (iii) if made by the Issuer’s designee, shall be made after consultation with the Issuer, and such designee shall not make any such determination, decision, or election to which the Issuer objects; and (iv) notwithstanding anything to the contrary in the Indenture or this Note, shall become effective without consent from the Holders or any other party.

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Neither the Trustee, nor the Calculation Agent shall be under any obligation (i) to monitor, determine, or verify the unavailability or cessation of Compounded SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine, or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine, or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, Floating Rate Interest Determination Dates, or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, each of the Trustee, the Paying Agent, and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Issuer or its designee without independent investigation, and none shall have any liability for actions taken at the Issuer’s direction in connection therewith.

Neither the Trustee nor the Calculation Agent shall be liable for any inability, failure, or delay on its part to perform any of its duties set forth in this Note as a result of the unavailability of Compounded SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error, or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice, or information required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties. Neither the Trustee nor the Calculation Agent shall be responsible or liable for the actions or omissions of the Issuer or its designee, nor shall either the Trustee or the Calculation Agent be under any obligation to oversee or monitor the Issuer’s performance or that of the Issuer’s designee. The Issuer shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the Issuer’s designee.

2.              Paying Agent and Calculation Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent and Calculation Agent. The Issuer may change any Paying Agent or Calculation Agent without notice to the Holders.

3.              Indenture; Defined Terms.

This Note is one of the Floating Rate Notes due 2028 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb) (the “TIA”), as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.

4.              Denominations; Transfer; Exchange.

- 10 -

shall register the transfer or make the exchange if the requirements for such transactions set forth in the Indenture are met. The Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith as permitted by the Indenture. Neither the Issuer nor the Registrar shall be required (a) to issue, register the transfer of, or exchange the Notes for the period beginning at the opening of business fifteen days immediately preceding the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (b) to register the transfer of or exchange the Notes selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in part.

5.              Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default with respect to the Notes. Those Holders may not, however, waive any Default or Event of Default in any payment on the Notes.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.              Optional Redemption.

This Note will not be redeemable prior to maturity.

7.              Defaults and Remedies.

If an Event of Default occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture), the Trustee or the Holders of at least 25% in principal amount of the Notes may require the Issuer to pay immediately the principal amount plus accrued and unpaid interest on such Securities. If an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture occurs, the principal amount plus accrued and unpaid interest on such Series of Securities will become immediately due and payable without any action on the part of the Trustee or any Holder.

The Indenture permits, subject to certain limitations therein provided, Holders of a majority in principal amount of the outstanding Notes to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes.

8.              Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.              Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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10.              CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

11.              Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be<br> guaranteed	Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

- 13 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of<br> Exchange	Amount of<br> decrease<br><br> in Principal Amount<br><br> of this Global <br><br>Security	Amount of<br> increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal<br> Amount of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature<br> of<br><br> authorized officer of<br><br> Trustee

- 14 -

Exhibit B

Form of 2029 Floating Rate Note

- 1 -

AMAZON.COM, INC.

Floating Rate Notes due 2029

No.	CUSIP No. 023135DA1
	ISIN No. US023135DA13
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of on March 13, 2029 (the “Stated Maturity”).

Interest Payment Dates: March 13, June 13, September 13, and December 13,(each, an “Interest Payment Date”), commencing on June 13, 2026.

Interest Record Dates: February 26, May 29, August 29, and November 28 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL<br> ASSOCIATION,<br> as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

Floating Rate Notes due 2029

1.              Interest.

Amazon.com, Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at a floating rate equal to Compounded SOFR, reset quarterly, plus 0.59% per annum, computed on the basis of a 360-day year for the actual number of days elapsed during the period. Cash interest on the Notes will accrue from and including the most recent Interest Payment Date; or, if no interest has been paid, from March 13, 2026. The Issuer will pay interest on the Notes quarterly in arrears on each Interest Payment Date, beginning on June 13, 2026, subject to adjustment as provided below if any such date is not a Business Day, and at the Stated Maturity, to the record holders at the close of business on the preceding Regular Record Date of the applicable Interest Payment Date (whether or not a Business Day).

The interest rate for any Floating Rate Interest Period (as defined herein) shall be Compounded SOFR as determined on the applicable Floating Rate Interest Determination Date (as defined herein), plus 0.59% per annum. On each Floating Rate Interest Determination Date relating to the applicable Interest Payment Date, the calculation agent for the Notes (the “Calculation Agent”) will calculate the amount of accrued interest payable on the Notes by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Floating Rate Interest Period divided by 360. In no event shall the interest on the Notes be less than zero.

where:

- 5 -

“dc” is the number of calendar days in the relevant Observation Period (as defined herein).

For purposes of determining Compounded SOFR,

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i)	the sum of: (a) the alternate rate of interest that has been selected<br> or recommended by the Relevant Governmental Body as the replacement for the then-current<br> Benchmark and (b) the Benchmark Replacement Adjustment;
(ii)	the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark<br> Replacement Adjustment; or
---	---
(iii)	the sum of: (a) the alternate rate of interest that has been<br> selected by the Issuer or its designee as the replacement for the then-current Benchmark<br> giving due consideration to any industry-accepted rate of interest as a replacement for the<br> then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the<br> Benchmark Replacement Adjustment.
---	---

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i)	the spread adjustment (which may be a positive or negative value or<br> zero), or method for calculating or determining such spread adjustment, that has been selected<br> or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark<br> Replacement;
(ii)	if the applicable Unadjusted Benchmark Replacement is equivalent to<br> the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
---	---
(iii)	the spread adjustment (which may be a positive or negative value or<br> zero) that has been selected by the Issuer or its designee giving due consideration to any<br> industry-accepted spread adjustment, or method for calculating or determining such spread<br> adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted<br> Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time.
---	---

- 6 -

(i)	in the case of clause (i) or (ii) of the definition of “Benchmark<br> Transition Event,” the later of (a) the date of the public statement or publication<br> of information referenced therein and (b) the date on which the administrator of the<br> Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component);<br> or
(ii)	in the case of clause (iii) of the definition of “Benchmark<br> Transition Event,” the date of the public statement or publication of information referenced<br> therein.
---	---

(i)	a public statement or publication of information by or on behalf of<br> the administrator of the Benchmark (or such component) announcing that such administrator<br> has ceased or shall cease to provide the Benchmark (or such component), permanently or indefinitely,<br> provided that, at the time of such statement or publication, there is no successor administrator<br> that shall continue to provide the Benchmark (or such component);
(ii)	a public statement or publication of information by the regulatory<br> supervisor for the administrator of the Benchmark (or such component), the central bank for<br> the currency of the Benchmark (or such component), an insolvency official with jurisdiction<br> over the administrator for the Benchmark (or such component), a resolution authority with<br> jurisdiction over the administrator for the Benchmark (or such component), or a court or<br> an entity with similar insolvency or resolution authority over the administrator for the<br> Benchmark (or such component), which states that the administrator of the Benchmark (or such<br> component) has ceased or shall cease to provide the Benchmark (or such component), permanently<br> or indefinitely, provided that, at the time of such statement or publication, there is no<br> successor administrator that shall continue to provide the Benchmark (or such component);<br> or
---	---
(iii)	a public statement or publication of information by the regulatory<br> supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer<br> representative.
---	---

- 7 -

“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.

“SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(i)	the SOFR Index value as published by the SOFR Administrator as such<br> index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time)<br> on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”);<br> provided that:
(ii)	if a SOFR Index value does not so appear as specified in clause (i) above<br> at the SOFR Index Determination Time, then: (a) if a Benchmark Transition Event and<br> its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded<br> SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions”<br> described below; or (b) if a Benchmark Transition Event and its related Benchmark Replacement<br> Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined<br> pursuant to the “Effects of a Benchmark Transition Event” provisions set forth<br> below.
---	---

(i)

(ii)

---

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

- 8 -

SOFR Index Unavailable Provisions

Effects of a Benchmark Transition Event

- 9 -

2.              Paying Agent and Calculation Agent.

3.              Indenture; Defined Terms.

This Note is one of the Floating Rate Notes due 2029 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.              Denominations; Transfer; Exchange.

- 10 -

5.              Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.              Optional Redemption.

This Note will not be redeemable prior to maturity.

7.              Defaults and Remedies.

8.              Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.              Abbreviations and Defined Terms.

- 11 -

10.              CUSIP Numbers.

11.              Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 12 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be<br> guaranteed	Signature

- 13 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of<br> Exchange	Amount of<br> decrease<br><br> in Principal Amount<br><br> of this Global<br><br> Security	Amount of<br> increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal<br> Amount of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature<br> of <br><br> authorized officer of <br><br> Trustee

- 14 -

Exhibit C

Form of 2028 Note

| - 1 - |

| --- |

AMAZON.COM, INC.

3.850% Notes due 2028

No.	CUSIP No. 023135DB9
	ISIN No. US023135DB95
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of on March 13, 2028 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

| - 2 - |

| --- |

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

| - 3 - |

| --- |

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br>as Trustee
By:
	Authorized Signatory

| - 4 - |

| --- |

(REVERSE OF NOTE)

AMAZON.COM, INC.

3.850% Notes due 2028

1.             Interest.

Amazon.com, Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from March 13, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, beginning on September 13, 2026. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for payment.

2.             Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.             Indenture; Defined Terms.

This Note is one of the 3.850% Notes due 2028 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.             Denominations; Transfer; Exchange.

The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Where the Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes, the Registrar shall register the transfer or make the exchange if the requirements for such transactions set forth in the Indenture are met. The Issuer may require payment of a sum sufficient to cover any transfer tax or similar

| - 5 - |

| --- |

governmental charge payable in connection therewith as permitted by the Indenture. Neither the Issuer nor the Registrar shall be required (a) to issue, register the transfer of, or exchange the Notes for the period beginning at the opening of business fifteen days immediately preceding the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (b) to register the transfer of or exchange the Notes selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in part.

5.             Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.             Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to maturity (the date of such redemption, the “Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 5.0 basis points, less (b) interest accrued and unpaid thereon to the Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Redemption Date.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture.

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

On or after any Redemption Date, unless the Issuer defaults in payment of the redemption price, interest shall cease to accrue on the Notes or portions thereof called for redemption. On or before any Redemption Date, the Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay the redemption price of and accrued and unpaid interest, if any, on all Notes to be redeemed on that date. If fewer than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed pro rata by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. For so long as the Notes are held in the form of Global Securities the redemption of the Notes shall be in accordance with the Depositary’s applicable procedures unless otherwise required by law or applicable stock exchange. Notes of $2,000 principal amount or less will not be redeemed in part.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

| - 6 - |

| --- |

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

Notice of any redemption of the Notes in connection with a transaction or an event may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Issuer shall provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes subject to such redemption notice in the same manner in which the notice of redemption was given.

7.             Defaults and Remedies.

8.             Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations and Defined Terms.

10.           CUSIP Numbers.

| - 7 - |

| --- |

11.           Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

| - 8 - |

| --- |

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

| - 9 - |

| --- |

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount<br><br> of this Global<br><br> Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

| - 10 - |

| --- |

Exhibit D

Form of 2029 Note

| - 1 - |

| --- |

AMAZON.COM, INC.

4.000% Notes due 2029

No.	CUSIP No. 023135DC7
	ISIN No. US023135DC78
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of                            on March 13, 2029 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

| - 2 - |

| --- |

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

| - 3 - |

| --- |

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br>as Trustee
By:
	Authorized Signatory

| - 4 - |

| --- |

(REVERSE OF NOTE)

AMAZON.COM, INC.

4.000% Notes due 2029

1.             Interest.

2.             Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.             Indenture; Defined Terms.

This Note is one of the 4.000% Notes due 2029 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.             Denominations; Transfer; Exchange.

| - 5 - |

| --- |

5.             Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.             Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to February 13, 2029 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on February 13, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 10.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after February 13, 2029, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

| - 6 - |

| --- |

redeemed on that date. If fewer than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed pro rata by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. For so long as the Notes are held in the form of Global Securities the redemption of the Notes shall be in accordance with the Depositary’s applicable procedures unless otherwise required by law or applicable stock exchange. Notes of $2,000 principal amount or less will not be redeemed in part.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.             Defaults and Remedies.

8.             Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

| - 7 - |

| --- |

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.           CUSIP Numbers.

11.           Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

| - 8 - |

| --- |

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

| - 9 - |

| --- |

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount <br><br>of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

| - 10 - |

| --- |

Exhibit E

Form of 2031 Note

| - 1 - |

| --- |

AMAZON.COM, INC.

4.250% Notes due 2031

No.	CUSIP No. 023135DD5
	ISIN No. US023135DD51
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of                            on March 13, 2031 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

| - 2 - |

| --- |

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

| - 3 - |

| --- |

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br>as Trustee
By:
	Authorized Signatory

| - 4 - |

| --- |

(REVERSE OF NOTE)

AMAZON.COM, INC.

4.250% Notes due 2031

1.             Interest.

2.             Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.             Indenture; Defined Terms.

This Note is one of the 4.250% Notes due 2031 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.             Denominations; Transfer; Exchange.

| - 5 - |

| --- |

5.             Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.             Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to February 13, 2031 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on February 13, 2031) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 10.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after February 13, 2031, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

| - 6 - |

| --- |

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.             Defaults and Remedies.

8.             Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

| - 7 - |

| --- |

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.           CUSIP Numbers.

11.           Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

| - 8 - |

| --- |

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

| - 9 - |

| --- |

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount<br><br> of this Global<br><br> Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

| - 10 - |

| --- |

Exhibit F

Form of 2033 Note

| - 1 - |

| --- |

AMAZON.COM, INC.

4.550% Notes due 2033

No.	CUSIP No. 023135DE3
	ISIN No. US023135DE35
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of                            on March 13, 2033 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

| - 2 - |

| --- |

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

| - 3 - |

| --- |

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br>as Trustee
By:
	Authorized Signatory

| - 4 - |

| --- |

(REVERSE OF NOTE)

AMAZON.COM, INC.

4.550% Notes due 2033

1.             Interest.

2.             Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.             Indenture; Defined Terms.

This Note is one of the 4.550% Notes due 2033 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.             Denominations; Transfer; Exchange.

| - 5 - |

| --- |

5.             Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.             Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to January 13, 2033 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on January 13, 2033) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 10.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after January 13, 2033, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

| - 6 - |

| --- |

to be redeemed pro rata by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. For so long as the Notes are held in the form of Global Securities the redemption of the Notes shall be in accordance with the Depositary’s applicable procedures unless otherwise required by law or applicable stock exchange. Notes of $2,000 principal amount or less will not be redeemed in part.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.             Defaults and Remedies.

8.             Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

| - 7 - |

| --- |

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.           CUSIP Numbers.

11.           Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

| - 8 - |

| --- |

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

| - 9 - |

| --- |

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount <br><br>of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

| - 10 - |

| --- |

Exhibit G

Form of 2036 Note

- 1 -

AMAZON.COM, INC.

4.875% Notes due 2036

No.	CUSIP No. 023135DF0
	ISIN No. US023135DF00
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of               on March 13, 2036 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL<br> ASSOCIATION,
as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

4.875% Notes due 2036

1.            Interest.

2.            Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.            Indenture; Defined Terms.

This Note is one of the 4.875% Notes due 2036 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.            Denominations; Transfer; Exchange.

- 5 -

5.            Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.            Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to December 13, 2035 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on December 13, 2035) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 15.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after December 13, 2035, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

- 6 -

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.            Defaults and Remedies.

8.            Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.            Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

- 7 -

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.            CUSIP Numbers.

11.            Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 8 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

- 9 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount <br><br>of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br><br><br> authorized officer of<br><br> Trustee

- 10 -

Exhibit H

Form of 2046 Note

- 1 -

AMAZON.COM, INC.

5.650% Notes due 2046

No.	CUSIP No. 023135DG8
	ISIN No. US023135DG82
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of                  on March 13, 2046 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br> as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

5.650% Notes due 2046

1.            Interest.

2.            Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.            Indenture; Defined Terms.

This Note is one of the 5.650% Notes due 2046 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.            Denominations; Transfer; Exchange.

- 5 -

5.            Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.            Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to September 13, 2045 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on September 13, 2045) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 15.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after September 13, 2045, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

- 6 -

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.            Defaults and Remedies.

8.            Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.            Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

- 7 -

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.            CUSIP Numbers.

11.            Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 8 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

- 9 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount <br><br>of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

- 10 -

Exhibit I

Form of 2056 Note

- 1 -

AMAZON.COM, INC.

5.800% Notes due 2056

No.	CUSIP No. 023135DH6
	ISIN No. US023135DH65
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of               on March 13, 2056 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br> as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

5.800% Notes due 2056

1.            Interest.

2.            Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.            Indenture; Defined Terms.

This Note is one of the 5.800% Notes due 2056 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.            Denominations; Transfer; Exchange.

- 5 -

5.            Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.            Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to September 13, 2055 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on September 13, 2055) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 20.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after September 13, 2055, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

- 6 -

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.            Defaults and Remedies.

8.            Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.            Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

- 7 -

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.            CUSIP Numbers.

11.            Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 8 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

- 9 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount<br><br> of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

- 10 -

Exhibit J

Form of 2066 Note

- 1 -

AMAZON.COM, INC.

5.950% Notes due 2066

No.	CUSIP No. 023135DJ2
	ISIN No. US023135DJ22
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of               on March 13, 2066 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br> as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

5.950% Notes due 2066

1.            Interest.

2.            Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.            Indenture; Defined Terms.

This Note is one of the 5.950% Notes due 2066 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.            Denominations; Transfer; Exchange.

- 5 -

5.            Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.            Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to September 13, 2065 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on September 13, 2065) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 20.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after September 13, 2065, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

- 6 -

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.            Defaults and Remedies.

8.            Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.            Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

- 7 -

right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.            CUSIP Numbers.

11.            Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 8 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

- 9 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount <br><br>of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

- 10 -

Exhibit K

Form of 2076 Note

- 1 -

AMAZON.COM, INC.

6.050% Notes due 2076

No.	CUSIP No. 023135DK9
	ISIN No. US023135DK94
	$

AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of               on March 13, 2076 (the “Stated Maturity”).

Interest Payment Dates: March 13 and September 13 (each, an “Interest Payment Date”), commencing on September 13, 2026.

Interest Record Dates: February 26 and August 29 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

AMAZON.COM, INC.
By:
Name:
Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,<br><br> as Trustee
By:
	Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

6.050% Notes due 2076

1.            Interest.

2.            Paying Agent.

Initially, Computershare Trust Company, National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.

3.            Indenture; Defined Terms.

This Note is one of the 6.050% Notes due 2076 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and the Officers’ Certificate dated as of March 13, 2026 establishing the terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

4.            Denominations; Transfer; Exchange.

- 5 -

5.            Amendment; Modification; Waiver.

The Indenture and the Notes may be amended or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

Any amendment, supplement or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of Securities.

6.            Optional Redemption.

The Issuer may redeem the Notes in whole at any time or in part from time to time prior to September 13, 2075 (the date of such redemption, the “Make-Whole Redemption Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on September 13, 2075) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Officers’ Certificate) plus 20.0 basis points, less (b) interest accrued and unpaid thereon to, but not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the Make-Whole Redemption Date.

On or after September 13, 2075, the Issuer may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”).

If any Redemption Date is not a Business Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

- 6 -

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’ Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

7.            Defaults and Remedies.

8.            Authentication.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

9.            Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

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right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.            CUSIP Numbers.

11.            Governing Law.

The laws of the State of New York shall govern the Indenture and this Note without regard to conflicts of laws principles thereof.

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:
	Signature
Signature must be guaranteed	Signature

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SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange	Amount of decrease<br><br> in Principal Amount<br><br> of this Global <br><br>Security	Amount of increase<br><br> in Principal<br><br> Amount of this<br><br> Global Security	Principal Amount<br> of<br><br> this Global Security<br><br> following such<br><br> decrease or increase	Signature of<br> <br><br>authorized officer of <br><br>Trustee

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Exhibit 5.1

March 13, 2026

Amazon.com, Inc.

410 Terry Avenue North

Seattle, Washington, 98109

Re:	Amazon.com, Inc.<br><br>Registration Statement on Form S-3 (File No. 333-293246)

Ladies and Gentlemen:

We have acted as counsel to Amazon.com, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-293246 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement dated March 10, 2026, filed with the Commission on March 12, 2026 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $37,000,000,000 aggregate principal amount of the Company’s floating rate notes due 2028, floating rate notes due 2029, 3.850% notes due 2028, 4.000% notes due 2029, 4.250% notes due 2031, 4.550% notes due 2033, 4.875% notes due 2036, 5.650% notes due 2046, 5.800% notes due 2056, 5.950% notes due 2066, and 6.050% notes due 2076 (collectively, the “Notes”).

The Notes have been issued pursuant to the Indenture dated as of November 29, 2012 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior Trustee”), as amended and supplemented by Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Prior Trustee, as prior trustee, and Computershare Trust Company, National Association, as successor trustee, and the Officers’ Certificate of the Company dated as of March 13, 2026 establishing the terms of each series of Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, Officers’ Certificate, and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials, and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity

Gibson,Dunn & Crutcher LLP

200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com

Amazon.com, Inc.

March 13, 2026

Page 2

and competency of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the opinion that the Notes are legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations, and assumptions:

A.            We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York. This opinion is limited to the effect of the current state of the laws of the State of New York and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B.            The opinion above is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C.            We express no opinion regarding the effectiveness of (i) any waiver of stay, extension, or usury laws, (ii) provisions relating to indemnification, exculpation, or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party, (iii) any provision waiving the right to object to venue in any court, (iv) any agreement to submit to the jurisdiction of any Federal court, (v) any waiver of the right to jury trial, or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

Amazon.com, Inc.

March 13, 2026

Page 3

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of the Securities” in the Registration Statement and “Validity of the Notes” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

FORM 8-K

AMAZON.COM, INC.

(206)

266-1000

TABLE OF CONTENTS

SIGNATURES