AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
Third-party seller services - We offer programs that enable sellers to sell their products in our stores, and fulfill orders using our services.
Revenue recognition — third-party seller services · Filed 06/02/2026
17 Table of Contents Item 2. Properties As of December 31, 2025, we operated the following facilities (in thousands): Description of Use Leased Square Footage (1) Owned Square Footage Location Office space 31,028 9,160 North America Office space 26,495 1,802 International Physical stores (2) 23,932 706 North America Physical stores (2) 148 — International Fulfillment, data centers, and other 474,128 45,803 North America Fulfillment, data centers, and other 185,814 20,660 International Total 741,545 78,131 ___________________ (1)For leased properties, represents the total leased space excluding sub-leased space.
Item 2 — Properties · Filed 06/02/2026
The increase in cost of sales in 2025, compared to the prior year, is primarily due to increased product and shipping costs resulting from increased sales, partially offset by operational efficiencies.
MD&A — Cost of Sales · Filed 06/02/2026
$
35,579
$
37,587
$
42,232
37
%
AWS -- Y/Y growth, excluding F/X
17
%
17
%
20
%
24
%
28
%
37
%
N/A
Other (6)
$
1,312
$
1,499
$
1,415
$
1,709
$
1,645
$
1,829
22
%
Other -- Y/Y growth, excluding F/X
4
%
18
%
7
%
7
%
25
%
23
%
N/A
Stock-based Compensation Expense
Cost of sales
$
148
$
250
$
197
$
182
$
171
$
208
(17)
%
Fulfillment
$
497
$
880
$
685
$
641
$
601
$
764
(13)
%
Technology and infrastructure
$
2,060
$
3,655
$
2,697
$
2,459
$
2,286
$
3,701
1
%
Sales and marketing
$
653
$
1,207
$
832
$
753
$
663
$
845
(30)
%
General and administrative
$
331
$
542
$
436
$
362
$
311
$
520
(4)
%
Total stock-based compensation expense
$
3,689
$
6,534
$
4,847
$
4,397
$
4,032
$
6,038
(8)
%
Other
WW shipping costs
$
22,495
$
23,370
$
25,384
$
31,492
$
25,709
$
27,873
19
%
WW shipping costs -- Y/Y growth
3
%
6
%
8
%
10
%
14
%
19
%
N/A
WW paid units -- Y/Y growth (7)
8
%
12
%
11
%
12
%
15
%
17
%
N/A
WW seller unit mix -- % of WW paid units (7)
61
%
62
%
62
%
61
%
60
%
61
%
N/A
Employees (full-time and part-time; excludes contractors & temporary personnel)
1,560,000
1,546,000
1,578,000
1,576,000
1,575,000
1,595,000
3
%
Employees (full-time and part-time; excludes contractors & temporary personnel) -- Y/Y growth
3
%
1
%
2
%
1
%
1
%
3
%
N/A
________________________
(1)Includes product sales and digital media content where we record revenue gross.
Supplemental financial information — shipping costs, paid units and seller unit mix · Filed 30/07/2026
In 2025, we:
•
Delivered to Prime members at our fastest speeds ever, with over 13 billion items arriving the same or next day globally.
Proxy overview — 2025 delivery achievements · Filed 09/04/2026
A significant portion of our expenses and investments is fixed, and we are not always able to adjust our spending quickly enough if our sales are less than expected.
Risk factors — fixed expenses and investments · Filed 06/02/2026
Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2025 2026 2025 2026 Operating lease cost $ 3,426 $ 4,118 $ 6,666 $ 8,035 Finance lease cost: Amortization of lease assets 827 692 1,700 1,425 Interest on lease liabilities 72 108 143 209 Finance lease cost 899 800 1,843 1,634 Variable lease cost 659 718 1,355 1,460 Total lease cost $ 4,984 $ 5,636 $ 9,864 $ 11,129 Other information about lease amounts recognized in our consolidated financial statements is as follows: December 31, 2025 June 30, 2026 Weighted-average remaining lease term – operating leases 10.0 years 10.0 years Weighted-average remaining lease term – finance leases 12.6 years 12.6 years Weighted-average discount rate – operating leases 3.7 % 3.9 % Weighted-average discount rate – finance leases 3.4 % 3.6 % 13 Table of Contents Our lease liabilities were as follows (in millions): December 31, 2025 Operating Leases Finance Leases Total Gross lease liabilities $ 106,914 $ 14,917 $ 121,831 Less: imputed interest (17,662) (2,631) (20,293) Present value of lease liabilities 89,252 12,286 101,538 Less: current portion of lease liabilities (12,655) (1,544) (14,199) Total long-term lease liabilities $ 76,597 $ 10,742 $ 87,339 June 30, 2026 Operating Leases Finance Leases Total Gross lease liabilities $ 116,350 $ 16,660 $ 133,010 Less: imputed interest (20,030) (3,209) (23,239) Present value of lease liabilities 96,320 13,451 109,771 Less: current portion of lease liabilities (13,745) (1,688) (15,433) Total long-term lease liabilities $ 82,575 $ 11,763 $ 94,338 14 Table of Contents Note 4 — COMMITMENTS AND CONTINGENCIES Commitments The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of June 30, 2026 (in millions): Six Months Ended December 31, Year Ended December 31, 2026 2027 2028 2029 2030 Thereafter Total Long-term debt principal and interest $ 2,361 $ 14,060 $ 17,087 $ 13,528 $ 11,112 $ 162,161 $ 220,309 Operating lease liabilities 9,336 14,765 13,924 12,599 11,269 54,457 116,350 Finance lease liabilities, including interest 1,088 1,775 1,885 1,482 1,269 9,161 16,660 Financing obligations, including interest (1) 352 682 694 706 720 7,916 11,070 Leases not yet commenced 4,018 11,732 9,278 9,483 9,227 93,476 137,214 Unconditional purchase obligations (2) 23,452 33,026 9,326 7,961 7,659 48,641 130,065 Other commitments (3) 2,145 2,044 1,212 1,008 963 10,994 18,366 Total commitments $ 42,752 $ 78,084 $ 53,406 $ 46,767 $ 42,219 $ 386,806 $ 650,034 ___________________ (1)Includes non-cancellable financing obligations for fulfillment network and data center facilities.
Notes 3 and 4 — leases and contractual commitments at June 30, 2026 · Filed 31/07/2026
We design our stores to enable hundreds of millions of unique products to be sold by us and by third parties across dozens of product categories.
Business — Consumers · Filed 06/02/2026
The commissions and any related fulfillment and shipping fees we earn from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or, in the case of an Amazon delivery, to the customer.
Revenue recognition — seller commissions and fulfillment fees · Filed 06/02/2026
Information on reportable segments and reconciliation to consolidated net income is as follows (in millions): Year Ended December 31, 2023 2024 2025 North America Net sales $ 352,828 $ 387,497 $ 426,305 Operating expenses 337,951 362,530 396,686 Operating income $ 14,877 $ 24,967 $ 29,619 International Net sales $ 131,200 $ 142,906 $ 161,894 Operating expenses 133,856 139,114 157,144 Operating income (loss) $ (2,656) $ 3,792 $ 4,750 AWS Net sales $ 90,757 $ 107,556 $ 128,725 Operating expenses 66,126 67,722 83,119 Operating income $ 24,631 $ 39,834 $ 45,606 Consolidated Net sales $ 574,785 $ 637,959 $ 716,924 Operating expenses 537,933 569,366 636,949 Operating income 36,852 68,593 79,975 Total non-operating income 705 21 17,336 Provision for income taxes (7,120) (9,265) (19,087) Equity-method investment activity, net of tax (12) (101) (554) Net income $ 30,425 $ 59,248 $ 77,670 68 Table of Contents Net sales by groups of similar products and services, which also have similar economic characteristics, is as follows (in millions): Year Ended December 31, 2023 2024 2025 Net Sales: Online stores (1) $ 231,872 $ 247,029 $ 269,287 Physical stores (2) 20,030 21,215 22,561 Third-party seller services (3) 140,053 156,146 172,162 Advertising services (4) 46,906 56,214 68,635 Subscription services (5) 40,209 44,374 49,619 AWS 90,757 107,556 128,725 Other (6) 4,958 5,425 5,935 Consolidated $ 574,785 $ 637,959 $ 716,924 ___________________ (1)Includes product sales and digital media content where we record revenue gross.
Note 10 — segment information and product/service sales · Filed 06/02/2026
The internet and other technologies including artificial intelligence facilitate competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser-known businesses to compete against us.
Business — Competition · Filed 06/02/2026
Some of the cases include allegations that Amazon has a monopoly in markets for online superstores, marketplace services, or intermediation services and that we unlawfully engage in anticompetitive practices relating to our pricing policies, selection of the Featured Offers, use of seller data, advertising practices, the structure of Prime, and promotion of our own products on our website.
Commitments and contingencies — marketplace litigation allegations · Filed 31/07/2026
In the U.S., most of Amazon’s motions to dismiss were granted in part, but in each case, at least some of the claims survived.
Commitments and contingencies — litigation procedural status · Filed 31/07/2026
We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
Commitments and contingencies — issuer disputes allegations · Filed 31/07/2026
The sales growth primarily reflects increased customer usage, partially offset by pricing changes primarily driven by long-term customer contracts.
MD&A — AWS usage and contractual pricing changes in 2025 · Filed 06/02/2026
•Continued gaining momentum with Trainium, with the two leading AI labs in the world, Anthropic and OpenAI, making multi-year, multi-gigawatt commitments; an increasing number of AI start-ups adopting Trainium, including unicorns like NEURA Robotics and Odyssey; and commitments from other startups like TwelveLabs, Decart, Poolside, Karakuri, Inc., Metagenomi Therapeutics, Inc., NetoAI, and Splash Music, as well as larger companies like Uber and Pinterest.
Business highlights — Trainium customer commitments · Filed 30/07/2026
Graviton is used by 98% of the top 1,000 EC2 customers, revenue commitments have increased nearly 3x quarter-over-quarter, and Graviton5 is growing nearly 2x faster than Graviton4 did.
Business highlights — Graviton adoption and commitments · Filed 30/07/2026
OpenAI — In Q1 2026, we and OpenAI entered into (i) a commercial arrangement primarily for the provision of AWS cloud services, which includes the use and performance of AWS chips, and (ii) a joint collaboration agreement pursuant to which certain services using OpenAI models will be made available to the Company and on AWS.
Investments — OpenAI commercial and collaboration arrangements · Filed 31/07/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2026 2025 2026 Net product sales $ 68,246 $ 77,602 $ 132,216 $ 148,906 Net service sales 99,456 123,004 191,153 233,219 Total net sales 167,702 200,606 323,369 382,125 Operating expenses: Cost of sales 80,809 95,778 157,785 183,241 Fulfillment 25,976 29,633 50,569 56,922 Technology and infrastructure 27,166 33,158 50,160 62,725 Sales and marketing 11,416 11,698 21,179 22,012 General and administrative 2,965 2,788 5,593 5,375 Other operating expense (income), net 199 90 507 537 Total operating expenses 148,531 173,145 285,793 330,812 Operating income 19,171 27,461 37,576 51,313 Interest income 1,085 1,295 2,151 2,430 Interest expense (516) (1,314) (1,057) (2,114) Other income (expense), net 1,117 53,415 3,866 69,062 Total non-operating income 1,686 53,396 4,960 69,378 Income before income taxes 20,857 80,857 42,536 120,691 Provision for income taxes (2,678) (18,199) (7,231) (27,759) Equity-method investment activity, net of tax (15) (11) (14) (30) Net income $ 18,164 $ 62,647 $ 35,291 $ 92,902 Basic earnings per share $ 1.71 $ 5.82 $ 3.32 $ 8.64 Diluted earnings per share $ 1.68 $ 5.75 $ 3.27 $ 8.53 Weighted-average shares used in computation of earnings per share: Basic 10,637 10,769 10,620 10,756 Diluted 10,806 10,903 10,800 10,889 See accompanying notes to consolidated financial statements.
Consolidated statements of operations — Q2 and first half 2026 · Filed 31/07/2026
During Q2 2026, we received approximately $640 million of tariff refunds under the International Emergency Economic Powers Act (“IEEPA”).
MD&A — Q2 2026 tariff refunds · Filed 31/07/2026
These tariff refunds were primarily recorded as a reduction to “Cost of sales” and primarily impacted our North America segment.
MD&A — tariff refund accounting and segment impact · Filed 31/07/2026
•Operating cash flow increased 33% to $161.4 billion for the trailing twelve months, compared with $121.1 billion for the trailing twelve months ended June 30, 2025.
Financial results — trailing operating cash flow · Filed 30/07/2026
•Free cash flow decreased to an outflow of $7.6 billion for the trailing twelve months, driven primarily by a year-over-year increase of $66.1 billion in purchases of property and equipment, net of proceeds from sales and incentives.
Financial results — free cash flow and property spending · Filed 30/07/2026
CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Three Months Ended June 30, Six Months Ended June 30, Twelve Months Ended June 30, 2025 2026 2025 2026 2025 2026 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD $ 69,893 $ 104,692 $ 82,312 $ 90,106 $ 71,673 $ 61,453 OPERATING ACTIVITIES: Net income 18,164 62,647 35,291 92,902 70,623 135,281 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other 15,227 19,988 29,489 38,933 58,562 75,200 Stock-based compensation 6,534 6,038 10,223 10,070 20,551 19,314 Non-operating expense (income), net (1,258) (53,381) (4,075) (69,013) (4,702) (79,818) Deferred income taxes 11 17,691 518 30,489 (2,407) 41,441 Changes in operating assets and liabilities: Inventories (4,054) (1,818) (5,276) (196) (5,851) 2,078 Accounts receivable, net and other (1,125) (8,204) 122 (13,954) (4,602) (21,409) Other assets (2,971) (4,717) (6,373) (8,528) (15,100) (17,787) Accounts payable 7,058 9,442 (1,985) 705 6,264 13,921 Accrued expenses and other (4,952) (2,018) (9,013) (10,063) (4,842) (6,069) Unearned revenue (119) (281) 609 74 2,641 (749) Net cash provided by (used in) operating activities 32,515 45,387 49,530 71,419 121,137 161,403 INVESTING ACTIVITIES: Purchases of property and equipment (32,183) (54,208) (57,202) (98,411) (107,656) (173,028) Proceeds from property and equipment sales and incentives 815 1,132 1,579 2,101 4,703 4,021 Acquisitions, net of cash acquired, non-marketable investments, and other, net (1,700) (24,359) (1,652) (39,767) (4,809) (41,956) Sales and maturities of marketable securities 11,441 24,196 19,178 41,882 30,924 67,090 Purchases of marketable securities (17,797) (26,006) (31,130) (49,262) (46,731) (72,902) Net cash provided by (used in) investing activities (39,424) (79,245) (69,227) (143,457) (123,569) (216,775) FINANCING ACTIVITIES: Proceeds from short-term debt, and other 2,093 9,368 3,908 15,386 8,187 20,798 Repayments of short-term debt, and other (1,392) (9,573) (3,474) (15,682) (7,901) (20,634) Proceeds from long-term debt — 13,557 746 66,998 746 81,925 Repayments of long-term debt (2,751) (2,752) (2,751) (2,752) (7,434) (5,022) Principal repayments of finance leases (411) (395) (821) (863) (1,556) (1,599) Principal repayments of financing obligations (78) (59) (194) (174) (694) (308) Net cash provided by (used in) financing activities (2,539) 10,146 (2,586) 62,913 (8,652) 75,160 Foreign currency effect on cash, cash equivalents, and restricted cash 1,008 (53) 1,424 (54) 864 (314) Net increase (decrease) in cash, cash equivalents, and restricted cash (8,440) (23,765) (20,859) (9,179) (10,220) 19,474 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD $ 61,453 $ 80,927 $ 61,453 $ 80,927 $ 61,453 $ 80,927 See accompanying notes to consolidated financial statements.
Consolidated statements of cash flows — investment, financing and stock compensation · Filed 31/07/2026
Subsequent to June 30, 2026, we invested the remaining $21.3 billion Commitment Amount in shares of Series C Preferred Stock of OpenAI.
Investments — subsequent completion of OpenAI commitment · Filed 31/07/2026
(2)
Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 24,680 shares on February 21, 2026; and (b) a restricted stock unit award that vested as to 25,000 shares on February 21, 2026; and vesting as follows, assuming continued employment: 50,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031.
Executive compensation — outstanding award vesting schedule · Filed 09/04/2026
Upon termination of employment for any reason other than death, all unvested restricted stock units expire.
Executive compensation — termination treatment of unvested RSUs · Filed 09/04/2026
28 TABLE OF CONTENTS Why We Recommend You Support This Proposal • Our compensation is simple, transparent, and strongly aligns our executives’ compensation with the returns we deliver to shareholders: ✓ Our named executive officers’ compensation consists primarily of periodic grants of time-vested RSUs subject to long-term vesting requirements that assume a fixed annual increase in the stock price, so that compensation is negatively impacted if our stock price is flat or declines; ✓ The Leadership Development and Compensation Committee did not grant any equity awards to our CEO or any of our named executives during 2025 and has not granted our CEO an award since 2021.
Executive compensation — existing compensation arrangements and 2025 grants · Filed 09/04/2026
• We do not tie cash or equity compensation to one or a few discrete performance goals and believe performance goals would undermine our focus on innovation and quick adaptation.
Executive compensation — absence of discrete performance vesting goals · Filed 09/04/2026
TABLE OF CONTENTS Corporate Governance Highlights • We have a single class of common stock with equal voting rights, such that one share equals one vote.
Corporate governance highlights — equal voting rights · Filed 09/04/2026
• We have a declassified board, meaning all of our directors are elected annually.
Corporate governance highlights — annual director elections · Filed 09/04/2026
•
We have a lead independent director appointed by the independent directors to promote independent leadership of the Board.
Corporate governance highlights — lead independent director · Filed 09/04/2026
The Board has established an Audit Committee, a Leadership Development and Compensation Committee, a Nominating and Corporate Governance Committee, and a Security Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules.
Corporate governance — independent committee composition · Filed 09/04/2026
independent board chair policy was not approved, as set forth below:
For
Against
Abstain
Broker
Non-Votes
1,112,511,990
6,730,245,638
45,601,736
1,064,491,660
A shareholder proposal presented at the Annual
Annual meeting voting results — independent chair proposal · Filed 22/05/2026
Our current and potential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) publishers, producers, and distributors of physical, digital, and interactive media of all types and all distribution channels; (3) web search engines, comparison shopping websites, social networks, web portals, virtual assistants, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers, including through artificial intelligence; (4) companies that provide e-commerce services, including website development and hosting, omnichannel sales, inventory and supply chain management, advertising, fulfillment, customer service, and payment processing; (5) companies that provide fulfillment and logistics services for themselves or for third parties, whether online or offline; (6) companies that provide information technology services or products, including on-premises or cloud-based infrastructure, tools and services relating to artificial intelligence, and other services; (7) companies that design, manufacture, market, or sell consumer electronics, communications, and other electronic devices and services; (8) companies that sell grocery products online and in physical stores; (9) companies that provide advertising services, whether in digital or other formats; and (10) providers of virtual or in-person healthcare services.
Business — generic competitor categories · Filed 06/02/2026
Unconditional purchase obligations (2)
19,906
8,934
7,195
6,658
6,602
35,477
84,772
Other commitments (3)
2,956
1,578
1,120
1,000
988
11,226
18,868
Total commitments
$
51,666
$
46,259
$
36,084
$
32,019
$
32,153
$
241,480
$
439,661
___________________
(1)Includes non-cancellable financing obligations for fulfillment network and data center facilities.
Contractual commitments at December 31, 2025 · Filed 06/02/2026
We earn fixed fees, a percentage of sales, per-unit activity fees, interest, or some combination thereof, for our seller programs.
Business — seller program fee structures · Filed 06/02/2026
AWS net sales increased 37%—its fastest growth in 18 quarters—to a $169 billion annualized revenue run rate
Financial highlights — Q2 AWS sales growth · Filed 30/07/2026
Increased unit sales were driven largely by our continued focus on price, selection, and convenience for our customers, including from our fast shipping offers.
MD&A — retail unit growth drivers · Filed 06/02/2026
(the “Company”) elected Kevin R. Mandia as a director of the Company and also appointed him to the Audit Committee and Security Committee of the Board.
Item 5.02 — director appointment to Audit and Security Committees · Filed 09/09/2026
