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Amgen (AMGN) HR SVP awarded RSUs, options and withholds shares for tax

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

Rhea-AI Filing Summary

Amgen Inc. senior vice president of human resources Derek Miller reported routine equity compensation activity. He received 910 shares of common stock as a grant, which the footnotes describe as Restricted Stock Units that vest in four equal annual installments of 25% starting on May 5, 2027, and include 116 Dividend Equivalents credited under Amgen’s equity incentive plan.

He was also granted 5,938 non-qualified stock options with an exercise price of $329.59 per share, vesting 25% per year from May 5, 2027 until expiration on May 5, 2036. Separately, 123 shares of common stock were disposed of at $329.59 per share to cover tax obligations, a non-market tax-withholding transaction. After these transactions, Miller directly holds 12,595 Amgen shares.

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Insider Miller Derek
Role SVP, Human Resources
Type Security Shares Price Value
Tax Withholding Common Stock 123 $329.59 $41K
Grant/Award Nqso (Right to Buy) 5,938 $329.59 $1.96M
Grant/Award Common Stock 910 $0.00 --
Holdings After Transaction: Common Stock — 12,595 shares (Direct, null); Nqso (Right to Buy) — 5,938 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. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis. These shares include 116 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.
RSU-related stock grant 910 shares Restricted Stock Units vesting 25% annually from May 5, 2027
Dividend Equivalents included 116 shares Credited to unvested RSUs under the equity incentive plan
Non-qualified stock options granted 5,938 options Right to buy Amgen common stock
Option exercise price $329.59/share Non-qualified stock options granted May 5, 2026
Option vesting schedule 25% annually Vesting begins May 5, 2027 and continues for four years
Tax-withholding disposition 123 shares Shares withheld at $329.59 to satisfy tax liability
Post-transaction holdings 12,595 shares Direct Amgen common stock owned after the reported transactions
Option expiration May 5, 2036 Expiration date of non-qualified stock options
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 116 Dividend Equivalents (DEs) granted pursuant to the Equity Incentive Plan"
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.
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.
Dividend Equivalents financial
"DEs are credited to the reporting person's unvested Restricted Stock Units and are paid out in shares"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
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*
Miller Derek

(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)
SVP, Human Resources
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 Stock05/05/2026A910(1)A$012,718D
Common Stock05/06/2026F123D$329.5912,595(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)$329.5905/05/2026A5,93805/05/2027(3)05/05/2036Common Stock5,938$329.595,938D
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. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
2. These shares include 116 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.
/s/ Derek Miller05/07/2026
** 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 did Amgen (AMGN) executive Derek Miller report in this Form 4 filing?

Derek Miller reported routine equity compensation activity, including a stock grant and stock option grant, plus a small share disposition for taxes. These transactions reflect standard executive compensation rather than open-market buying or selling of Amgen stock.

How many Amgen (AMGN) shares did Derek Miller receive as a stock grant?

He received 910 shares of Amgen common stock as a grant tied to Restricted Stock Units. The footnotes state these RSUs vest 25% per year beginning May 5, 2027, and include 116 Dividend Equivalents credited under Amgen’s equity incentive plan.

What stock options were granted to Derek Miller by Amgen (AMGN)?

Miller was granted 5,938 non-qualified stock options to buy Amgen common stock at an exercise price of $329.59 per share. These options vest in four equal annual installments starting May 5, 2027 and expire on May 5, 2036, subject to plan terms.

Why did Derek Miller dispose of 123 Amgen (AMGN) shares in this filing?

The filing shows 123 shares were disposed of at $329.59 per share as a tax-withholding transaction. This means shares were withheld to satisfy tax obligations on equity compensation, not sold in an open-market trade reflecting a discretionary investment decision.

How many Amgen (AMGN) shares does Derek Miller hold after these transactions?

After the reported transactions, Derek Miller directly holds 12,595 shares of Amgen common stock. This total reflects his position following the stock grant, stock option award, and the small tax-withholding share disposition disclosed in the Form 4.

How do Derek Miller’s Amgen (AMGN) RSUs vest over time?

The Restricted Stock Units vest in four equal annual installments of 25% each, starting May 5, 2027. Once vested, each RSU pays out one share of Amgen common stock, and related Dividend Equivalents are also paid in shares with fractional amounts settled in cash.