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AMAZON COM INC 8-K Report, Material Agreement (Feb 27, 2026)

Filed February 27, 2026For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) has announced a significant strategic investment and commercial partnership with OpenAI Group PBC through its wholly-owned subsidiary, Amazon.com NV Investment Holdings LLC. This filing details an equity commitment letter, obligating Amazon Sub to purchase $35.0 billion of OpenAI's Series C Preferred Stock. This commitment is in addition to a prior $15.0 billion investment in OpenAI's current funding round, bringing Amazon's total potential investment to $50.0 billion. The company has also guaranteed Amazon Sub's obligations, underscoring its strategic interest in OpenAI's advancements. Furthermore, the partnership includes a commercial arrangement where OpenAI will utilize Amazon Web Services (AWS) for its cloud computing needs and a joint collaboration for integrating OpenAI's models into AWS and Amazon's services. The equity commitment is set to be fulfilled by December 31, 2028, with provisions for acceleration upon OpenAI meeting certain milestones or completing a Public Listing Transaction. This substantial investment and expanded partnership signal a deepening relationship between Amazon and OpenAI, with potential implications for both companies' growth and competitive positioning in the AI and cloud computing sectors.

Key Highlights

  • 1Amazon Sub committed to invest an additional $35.0 billion in OpenAI's Series C Preferred Stock, bringing the total commitment to $50.0 billion including the prior $15.0 billion.
  • 2Amazon.com, Inc. has provided a guarantee for its subsidiary's obligations to OpenAI.
  • 3The equity commitment has a deadline of December 31, 2028, which can accelerate under specific conditions (OpenAI milestones or Public Listing Transaction).
  • 4A commercial agreement has been established for OpenAI to use AWS cloud services.
  • 5A joint collaboration will make services using OpenAI models available to Amazon and on AWS.
  • 6The investment and partnership signal a deepening strategic relationship between Amazon and OpenAI.
  • 7The filing includes an equity commitment letter and a press release as exhibits.

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