AMGN Form 4: Charles M. Holley RSUs Vest, Converted to Shares

Rhea-AI Filing Summary

On 08/08/2025 Amgen director Charles M. Holley reported the immediate vesting of restricted stock units (RSUs) granted under Amgen's Director Incentive Program. The vested RSUs were converted to common stock on a one-for-one basis and recorded as an acquisition (transaction code A) with a reported price of $0.

Following the reported transaction Holley beneficially owns 11,469.6259 shares directly and 1,260 shares indirectly through the Holley Family Trust. The filing also shows 1,294 Dividend Equivalents credited to vested but deferred RSUs, which are payable in shares one-for-one with cash for any fractional share amounts.

Positive

• Vested RSUs were converted to common stock on a one-for-one basis under the Director Incentive Program
• Beneficial ownership is quantified: 11,469.6259 shares direct and 1,260 shares indirect via Holley Family Trust
• 1,294 Dividend Equivalents were credited and will be paid in shares (with cash for fractional amounts)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU vesting converted to stock; disclosed direct and indirect holdings but no cash purchase.

The Form 4 documents immediate vesting of RSUs for a company director and conversion to common shares with a reported price of $0, indicating issuance on vesting rather than an open-market purchase. The filing quantifies beneficial ownership after the transaction as 11,469.6259 shares direct and 1,260 shares indirect. This is a standard director compensation event and, based on the data in the filing alone, does not indicate a material capital change for Amgen.

Corporate Governance Expert

TL;DR: Disclosure aligns with routine director equity compensation practices and mentions dividend equivalents and deferral options.

The explanation clarifies the award was under the Amgen 2009 Director Incentive Program and that vested RSUs are paid in shares one-to-one; directors may elect deferral. The filing also notes 1,294 Dividend Equivalents credited to vested but deferred RSUs, paid in shares along with cash for fractional shares. The report is a standard Section 16 disclosure of compensation-related share issuance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HOLLEY CHARLES M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	147.452	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,469.626 shares (Direct); Common Stock — 1,260 shares (Indirect, Holley Family Trust)

Footnotes (1)

1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Director Incentive Program, as amended (the Director Program), under the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan and vested immediately. Vested RSUs are paid in shares of the Company's common stock on a one-to-one basis. Vested RSUs may be deferred by the director, in which case, payment will occur according to the elected deferral schedule. These shares include 1,294 Dividend Equivalents (DEs) granted pursuant to the Director Program and subject to a qualifying dividend reinvestment plan. DEs are credited on the director's vested but deferred RSUs and are paid out in shares of the Company's common stock on a one-to-one basis along with a cash payment for any remaining fractional share amount.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

HOLLEY CHARLES M

(Last) (First) (Middle)

ONE AMGEN CENTER DRIVE

(Street)

THOUSAND OAKS CA 91320

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		A		147.4517	A	$0	11,469.6259(1)(2)	D
Common Stock								1,260	I	Holley Family Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Director Incentive Program, as amended (the Director Program), under the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan and vested immediately. Vested RSUs are paid in shares of the Company's common stock on a one-to-one basis. Vested RSUs may be deferred by the director, in which case, payment will occur according to the elected deferral schedule.

2. These shares include 1,294 Dividend Equivalents (DEs) granted pursuant to the Director Program and subject to a qualifying dividend reinvestment plan. DEs are credited on the director's vested but deferred RSUs and are paid out in shares of the Company's common stock on a one-to-one basis along with a cash payment for any remaining fractional share amount.

	/s/ Charles M. Holley	08/08/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Charles M. Holley report on Form 4 for AMGN?

The filing reports immediate vesting of RSUs under Amgen's Director Incentive Program and conversion to common stock, recorded as an acquisition on 08/08/2025.

How many shares does Holley beneficially own after the reported transaction?

The Form 4 shows 11,469.6259 shares held directly and 1,260 shares held indirectly through the Holley Family Trust.

What was the transaction price reported on the Form 4?

The filing shows a reported price of $0, consistent with shares issued on vesting of RSUs rather than a cash purchase.

When did the transaction occur?

The earliest transaction date reported on the Form 4 is 08/08/2025.

Were any derivative securities reported in the filing?

No derivative securities are listed in Table II; the filing only reports non-derivative common stock acquired upon RSU vesting.

How many Dividend Equivalents were credited and how are they paid?

The filing states 1,294 Dividend Equivalents (DEs) were credited to vested but deferred RSUs and are paid in shares one-for-one, with cash for fractional share amounts.