Amgen (NASDAQ: AMGN) EVP uses 499 shares for equity award tax withholding

Rhea-AI Filing Summary

Amgen Inc. executive Jonathan P. Graham reported a small tax-related share disposition. On the transaction date, 499 shares of Amgen common stock were withheld at $331.11 per share to cover exercise price or tax liability, a routine administrative event rather than an open-market sale.

After this tax-withholding disposition, Graham directly held 39,712 Amgen shares. His holdings include 311 Dividend Equivalents granted under Amgen’s equity incentive plan, which are tied to unvested Restricted Stock Units and pay out in shares on a one-to-one basis as those awards vest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Graham Jonathan P

Role EVP & Gen. Counsel & Sec.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	499	$331.11	$165K

Holdings After Transaction: Common Stock — 39,712 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares: 499 shares Per-share value for withholding: $331.11 per share Shares held after transaction: 39,712 shares +1 more

4 metrics

Tax-withholding shares 499 shares Common stock delivered to cover exercise price or tax liability

Per-share value for withholding $331.11 per share Value applied to 499-share tax-withholding disposition

Shares held after transaction 39,712 shares Direct Amgen common stock holdings following disposition

Dividend Equivalents 311 units Credited under Amgen equity incentive plan, paid out as shares upon vesting

Key Terms

Dividend Equivalents, Restricted Stock Units, Equity Incentive Plan, tax-withholding disposition

4 terms

Dividend Equivalents financial

"These shares include 311 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan"

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.

Restricted Stock Units financial

"DEs are credited to the reporting person's unvested Restricted Stock Units and are paid out in shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Equity Incentive Plan financial

"granted pursuant to the Amgen Inc. Second Amended and Restated 2009 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

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^*

Graham Jonathan P

(Last) (First) (Middle)

ONE AMGEN CENTER DRIVE

(Street)

THOUSAND OAKS CALIFORNIA 91320-1799

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Gen. Counsel & Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		F		499	D	$331.11(1)	39,712	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares include 311 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. Second Amended and Restated 2009 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.

	/s/ Jonathan P. Graham	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Amgen (AMGN) report for Jonathan P. Graham?

Amgen EVP and General Counsel Jonathan P. Graham reported a tax-related share disposition. 499 common shares were withheld to cover exercise price or tax obligations, a routine administrative step tied to equity compensation rather than an open-market sale.

How many Amgen (AMGN) shares does Jonathan P. Graham hold after this Form 4?

Following the reported tax-withholding, Jonathan P. Graham directly holds 39,712 Amgen common shares. This total includes shares linked to equity awards and reflects his position after the 499-share disposition for tax or exercise-related obligations.

Was the Amgen (AMGN) insider transaction a market sale of shares?

The disclosed transaction was not an open-market sale. It was coded as a tax-withholding disposition, meaning 499 shares were delivered back to cover exercise price or tax liabilities associated with equity compensation awards.

At what price were the Amgen (AMGN) shares withheld for Jonathan P. Graham?

The 499 Amgen shares involved in Jonathan P. Graham’s tax-withholding disposition were valued at $331.11 per share. This per-share amount is used to determine the value of shares applied toward his exercise price or tax liability.

What are Dividend Equivalents mentioned in Jonathan P. Graham’s Amgen (AMGN) filing?

Dividend Equivalents are credits tied to unvested Restricted Stock Units under Amgen’s equity incentive plan. For Graham, 311 such equivalents will pay out in Amgen common shares on a one-to-one basis as the underlying RSUs vest, plus cash for any fractional amount.