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Amgen (NASDAQ: AMGN) EVP Reese awarded RSUs, stock options and withholds shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Amgen Inc. executive David M. Reese reported routine equity compensation awards and a small tax-related share disposition. He received 2,912 shares of Common Stock as a grant on May 5, 2026, including 415 Dividend Equivalents, under Amgen’s Equity Incentive Plan. These Restricted Stock Units vest in four equal annual installments of 25% starting on May 5, 2027, with proration based on completed months of active employment in 2026, and will be settled in common shares on a one-to-one basis. He was also granted 19,002 non-qualified stock options at an exercise price of $329.59 per share, vesting in four equal annual installments of 25% beginning on May 5, 2027 and expiring on May 5, 2036. On May 6, 2026, 454 shares of Common Stock were disposed of at $329.59 per share to cover tax obligations, leaving him with 42,812 Common shares held directly.

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Insider REESE DAVID M
Role EVP & Chief Technology Officer
Type Security Shares Price Value
Tax Withholding Common Stock 454 $329.59 $150K
Grant/Award Nqso (Right to Buy) 19,002 $329.59 $6.26M
Grant/Award Common Stock 2,912 $0.00 --
Holdings After Transaction: Common Stock — 42,812 shares (Direct, null); Nqso (Right to Buy) — 19,002 shares (Direct, null)
Footnotes (1)
  1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan (the Equity Incentive Plan) and vest in four equal annual installments of 25% each, commencing on 5/5/2027, subject to proration based on the number of completed months of active employment in 2026. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis. These shares include 415 Dividend Equivalents (DEs) granted pursuant to the Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited to the reporting person's unvested Restricted Stock Units and are paid out in shares of the Company's common stock on a one-to-one basis according to the vesting schedule, along with a cash payment for any remaining fractional share amount. These non-qualified stock options were granted pursuant to the Equity Incentive Plan and vest and are exercisable in four equal annual installments of 25% each, commencing on 5/5/2027, subject to proration based on the number of completed months of active employment in 2026.
RSU grant 2,912 shares Restricted Stock Units granted May 5, 2026
Dividend Equivalents 415 shares Included in RSU grant under Equity Incentive Plan
Stock options granted 19,002 options Non-qualified stock options granted May 5, 2026
Option exercise price $329.59 per share Strike price for 19,002 non-qualified stock options
Option expiration May 5, 2036 Expiration date of non-qualified stock options
Tax-withheld shares 454 shares Shares withheld at $329.59 on May 6, 2026 for taxes
Shares held after transactions 42,812 shares Direct Amgen common stock holdings after tax withholding
Restricted Stock Units (RSUs) financial
"The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
Dividend Equivalents (DEs) financial
"These shares include 415 Dividend Equivalents (DEs) granted pursuant to the Equity Incentive Plan"
Equity Incentive Plan financial
"granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan (the Equity Incentive Plan)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
non-qualified stock options financial
"These non-qualified stock options were granted pursuant to the Equity Incentive Plan"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 454 Common Stock shares"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
REESE DAVID M

(Last)(First)(Middle)
ONE AMGEN CENTER
DRIVE

(Street)
THOUSAND OAKS CALIFORNIA 91320

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026A2,912(1)A$043,266D
Common Stock05/06/2026F454D$329.5942,812(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Nqso (Right to Buy)$329.5905/05/2026A19,00205/05/2027(3)05/05/2036Common Stock19,002$329.5919,002D
Explanation of Responses:
1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan (the Equity Incentive Plan) and vest in four equal annual installments of 25% each, commencing on 5/5/2027, subject to proration based on the number of completed months of active employment in 2026. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
2. These shares include 415 Dividend Equivalents (DEs) granted pursuant to the Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited to the reporting person's unvested Restricted Stock Units and are paid out in shares of the Company's common stock on a one-to-one basis according to the vesting schedule, along with a cash payment for any remaining fractional share amount.
3. These non-qualified stock options were granted pursuant to the Equity Incentive Plan and vest and are exercisable in four equal annual installments of 25% each, commencing on 5/5/2027, subject to proration based on the number of completed months of active employment in 2026.
/s/ David M. Reese05/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Amgen (AMGN) grant to EVP David Reese?

Amgen granted David Reese 2,912 Common shares as Restricted Stock Units and 19,002 non-qualified stock options at $329.59 per share. Both awards were made under the company’s Equity Incentive Plan and represent routine executive compensation.

How do David Reese’s new Amgen (AMGN) RSUs vest and pay out?

The 2,912 RSUs granted to David Reese vest in four equal 25% annual installments starting May 5, 2027. Vested RSUs are paid in Amgen common stock on a one-to-one basis, providing share-based compensation over several years.

What are the terms of David Reese’s new Amgen stock options?

David Reese received 19,002 non-qualified stock options with a $329.59 exercise price, vesting in four equal 25% annual installments starting May 5, 2027. The options expire on May 5, 2036, giving him a long exercise window.

Why did David Reese dispose of 454 Amgen (AMGN) shares?

The 454 Common shares disposed on May 6, 2026 at $329.59 per share were withheld to satisfy tax liabilities. This is a tax-withholding disposition, a common non-market transaction linked to equity compensation rather than an open-market sale.

How many Amgen shares does David Reese hold after these transactions?

After the tax-withholding disposition of 454 shares, David Reese directly holds 42,812 shares of Amgen common stock. This figure reflects his updated direct ownership position following the compensation grants and related tax share withholding.

What are Dividend Equivalents in David Reese’s Amgen RSU grant?

The RSU grant includes 415 Dividend Equivalents (DEs), which are additional credits tied to dividends on unvested RSUs. DEs are credited to the RSUs and paid in Amgen common shares on a one-to-one basis, plus cash for any remaining fractional share amount.