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:
On February 27, 2026,
Amazon.com NV Investment Holdings LLC (“Amazon Sub”), a wholly-owned subsidiary of Amazon.com, Inc. (the
“Company”), entered into an equity commitment letter agreement (the “Letter Agreement”) with OpenAI Group
PBC (“OpenAI”), pursuant to which Amazon Sub agreed to purchase shares of OpenAI’s Series C Preferred Stock (the
“Commitment Shares”) with an aggregate purchase price of $35.0 billion (the “Commitment Amount”). In
connection therewith, the Company guaranteed the obligations of Amazon Sub. Amazon Sub may, in its sole discretion, elect to
purchase all or any portion of the Commitment Shares at any time and from time to time pursuant to the Letter Agreement, provided
that to the extent that it has not done so previously, Amazon Sub is obligated to purchase all remaining Commitment Shares upon the
earlier to occur of (i) OpenAI meeting specified milestones, and (ii) OpenAI directly or indirectly consummating an initial public
offering or direct listing of equity securities in the United States (a “Public Listing Transaction”), in each case
subject to certain terms and conditions. If certain conditions are not satisfied until after a Public Listing Transaction occurs,
then Amazon Sub’s purchase commitment will relate to the class of OpenAI’s common stock that is publicly traded at the
same effective price per share as the Series C Preferred Stock price. The parties’ obligations under the Letter Agreement will
terminate if Amazon Sub has not invested the Commitment Amount by December 31, 2028, which date may accelerate under certain
circumstances. The investment provided for under the Letter Agreement is separate from and in addition to Amazon Sub’s
agreement to invest $15.0 billion in OpenAI’s Series C Preferred Stock in connection with OpenAI’s current funding
round, which Amazon Sub is obligated to purchase on March 31, 2026, subject to certain closing conditions.
The foregoing description of the Letter Agreement
is qualified in its entirety by the terms of the Letter Agreement, which is filed hereto as Exhibit 10.1.
On February 27, 2026, the Company issued a press
release relating to the agreements discussed in Items 1.01 and 8.01 of this Form 8-K. A copy of such press release is furnished herewith
as Exhibit 99.1.
In connection with the matters discussed in Item
1.01, affiliates of each of the Company and OpenAI entered into (i) a commercial arrangement primarily for the provision of Amazon Web
Services (“AWS”) cloud services to OpenAI, and (ii) a joint collaboration agreement pursuant to which certain services using
OpenAI models will be made available to the Company and on AWS.
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.
Exhibit 99.1
OpenAI and Amazon Announce Strategic Partnership
Amazon Web Services (AWS) and OpenAI will
co-create a Stateful Runtime Environment powered by OpenAI models, available on Amazon Bedrock for AWS customers to build generative
AI applications and agents at production scale
AWS will be the exclusive third-party cloud
distribution provider for OpenAI Frontier, which enables organizations to build, deploy, and manage teams of AI agents
OpenAI to consume 2 gigawatts of Trainium capacity
through AWS infrastructure to support demand for Stateful Runtime Environment, Frontier, and other advanced workloads
OpenAI and Amazon will develop customized models
available to power Amazon’s customer-facing applications
Amazon will invest $50 billion in
OpenAI
SAN FRANCISCO AND SEATTLE (BUSINESS WIRE) – OpenAI and
Amazon (NASDAQ: AMZN) today announced a multi-year strategic partnership to accelerate AI innovation for enterprises,
startups, and end consumers around the world. Amazon will also invest $50 billion in OpenAI, starting with an initial $15
billion investment and followed by another $35 billion in the coming months when certain conditions are met.
Partnering to bring new advanced AI capabilities to enterprises
worldwide
OpenAI and Amazon are jointly developing a Stateful Runtime Environment
powered by OpenAI’s models, which will be available through Amazon Bedrock.
Stateful developer environments are the next generation of how frontier
models will be used, seamlessly enabling models to access elements like compute, memory, and identity. A Stateful Runtime Environment
allows developers to keep context, remember prior work, work across software tools and data sources, and access compute. They're designed
to handle ongoing projects and workflows.
These stateful developer environments will be trained to run optimally
on AWS's infrastructure and integrated with Amazon Bedrock AgentCore and infrastructure services so customers’ AI applications
and agents run cohesively with the rest of their infrastructure applications running in AWS. The Stateful Runtime Environment is expected
to launch in the next few months.
Bringing OpenAI’s most advanced enterprise platform to AWS
customers
AWS will serve as the exclusive third-party cloud distribution provider
for OpenAI Frontier, expanding access to OpenAI’s most advanced enterprise platform as demand for AI deployment accelerates across
industries.
Frontier enables organizations to build, deploy, and manage teams
of AI agents that operate across real business systems with shared context, built-in governance, and enterprise-grade
security, without managing underlying infrastructure. As companies
move from experimentation to production AI, Frontier makes it straightforward to integrate powerful AI into existing workflows quickly,
securely, and at global scale.
OpenAI to use Trainium compute to power growing Amazon customer
demand
OpenAI and AWS are expanding their existing $38 billion multi-year
agreement by $100 billion over 8 years. The expansion includes OpenAI committing to consume approximately 2 gigawatts of Trainium capacity
through AWS infrastructure, which will support demand for Stateful Runtime, Frontier, and other advanced workloads. This agreement lowers
the cost and improves the efficiency of producing intelligence at scale.
Under this structure, OpenAI secures long-term capacity while working
with AWS to deploy purpose-built silicon alongside its broader compute ecosystem, enabling enterprises to consume intelligence on demand
without managing underlying infrastructure.
This commitment spans both Trainium3 and next-generation Trainium4
chips and will power a broad range of advanced AI workloads. Trainium4, expected to begin delivery in 2027, will provide another major
performance gain, including significantly higher FP4 compute performance, expanded memory bandwidth, and increased high-bandwidth memory
capacity to support increasingly capable AI systems at scale.
Custom models available to power Amazon’s customer-facing
applications
OpenAI and Amazon will collaborate to develop customized models available
to Amazon developers to power Amazon’s customer-facing applications. Amazon teams will be able to tailor OpenAI models for use
across AI products and agents that serve customers directly. These capabilities will complement the models already available to Amazon
developers, including Amazon’s Nova family, offering another tool for teams to build and deliver at scale.
“OpenAI and Amazon share a belief that AI should show up in
ways that are practical and genuinely useful for people,” said Sam Altman, co-founder and CEO of OpenAI. ”Combining OpenAI’s
models with Amazon’s infrastructure and global reach helps us put powerful AI into the hands of businesses and users at real scale.”
“We have lots of developers and companies eager to run services
powered by OpenAI models on AWS, and our unique collaboration with OpenAI to provide stateful runtime environments will change what’s
possible for customers building AI apps and agents,” said Andy Jassy, President and CEO of Amazon. “We continue to be impressed
with what OpenAI is building, and we're excited not only about their choosing to go big on our custom AI silicon (Trainium), but also
our opportunity to invest in the company and partnership over the long-term.”
About OpenAI
OpenAI is an AI research and deployment company. Our mission is to
ensure that artificial general intelligence benefits all of humanity.
About Amazon
Amazon is guided by four principles: customer obsession rather than
competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. Amazon strives to be Earth’s
Most Customer-Centric Company, Earth’s Best Employer, and Earth’s Safest Place to Work. Customer reviews, 1-Click shopping,
personalized recommendations, Prime, Fulfillment by Amazon, AWS, Kindle Direct Publishing, Kindle, Career Choice, Fire tablets, Fire
TV, Amazon Echo, Alexa, Just Walk Out technology, Amazon Studios, and The Climate Pledge are some of the things pioneered by Amazon.
For more information, visit amazon.com/about and follow @AmazonNews.
About AWS
Amazon Web Services (AWS) is guided by customer obsession, pace of
innovation, commitment to operational excellence, and long-term thinking. By democratizing technology for nearly two decades and making
cloud computing and generative AI accessible to organizations of every size and industry, AWS has built one of the fastest-growing enterprise
technology businesses in history. Millions of customers trust AWS to accelerate innovation, transform their businesses, and
shape the future. With the most comprehensive AI capabilities and global infrastructure footprint, AWS empowers builders to turn big
ideas into reality. Learn more at aws.amazon.com and follow @AWSNewsroom.
Forward-Looking Statements
This communication contains forward-looking statements that are inherently
uncertain and difficult to predict, including statements regarding planned investments, anticipated business activities, the effect of
conditions, and expected benefits of the strategic partnership between Amazon and OpenAI, such as expected development of the Stateful
Runtime Environment and stateful developer environments and other developments, performance, scaling, capabilities, customization, offerings,
or impacts that will result from the partnership; the applications, utilization, or effectiveness of artificial intelligence technologies;
accessibility of new features, models, and tools; and expected compute capacities, capabilities, performance characteristics, and delivery
timing of Trainium chips. We use words such as will, to, believes, expects, intends, anticipates, plans, future, potential, continue,
look forward, opportunity, keep, designed and similar expressions, as well as words referring to future outcomes such as train, accelerate,
achieve, commit, deliver, power, bring, collaborate, develop, become, build, enable, deploy, provide, invest, use, meet, expand, run,
support, lower, improve, offer, next generation, and variations of such words, to identify forward-looking statements. Actual results
and outcomes could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates and energy
prices, changes in global economic conditions, tariff and trade policies, resource and supply volatility, including for memory chips,
and customer demand and spending, inflation, interest rates, regional labor market constraints, world events, the rate of growth of cloud
services and new and emerging technologies, the amount that Amazon invests in new business opportunities and the timing of those investments,
the mix of products and services sold to customers, competition, management of growth, international growth and expansion, the outcomes
of claims, litigation, government investigations, and other proceedings, data center optimization, variability in demand, the degree
to which we enter into, maintain, and
develop commercial agreements, and proposed and completed acquisitions
and strategic transactions. Other risks and uncertainties include, among others, risks related to new products, services, and technologies,
security incidents, system interruptions, government regulation and taxation, and fraud. In addition, global economic and geopolitical
conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of these risks. More
information about factors that potentially could affect Amazon’s future business, product development, and financial results is
included in Amazon’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K
and subsequent filings.
