STOCK TITAN

Amgen (AMGN) EVP granted RSUs, 17,022 options; 408 shares for taxes

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

Rhea-AI Filing Summary

Amgen Inc. executive vice president and general counsel Jonathan P. Graham reported routine equity compensation changes. On May 5, 2026, he received 2,609 shares of common stock at no cost as a grant, increasing his direct holdings to 40,619 shares. The same day, he was granted 17,022 non-qualified stock options with an exercise price of $329.59 per share, exercisable in four equal annual installments starting May 5, 2027 and expiring in 2036. These options relate to an equal number of underlying common shares. On May 6, 2026, 408 shares were disposed of at $329.59 per share to satisfy tax obligations, leaving him with 40,211 shares held directly. The restricted stock units and options vest in four annual installments of 25% each beginning in 2027, and vested RSUs and related dividend equivalents will be settled in common shares on a one-to-one basis.

Positive

  • None.

Negative

  • None.
Insider Graham Jonathan P
Role EVP & Gen. Counsel & Sec.
Type Security Shares Price Value
Tax Withholding Common Stock 408 $329.59 $134K
Grant/Award Nqso (Right to Buy) 17,022 $329.59 $5.61M
Grant/Award Common Stock 2,609 $0.00 --
Holdings After Transaction: Common Stock — 40,211 shares (Direct, null); Nqso (Right to Buy) — 17,022 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 370 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 grant 2,609 shares Common stock grant on May 5, 2026
Option grant size 17,022 options Non-qualified stock options on May 5, 2026
Option exercise price $329.59 per share Exercise price for non-qualified stock options
Shares withheld for taxes 408 shares Tax-withholding disposition on May 6, 2026
Shares after transactions 40,211 shares Direct common stock holdings following tax withholding
RSU vesting start May 5, 2027 First 25% installment for RSUs
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 370 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 and vest and are exercisable in four equal annual installments"
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Gen. Counsel & Sec.
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 Stock05/05/2026A2,609(1)A$040,619D
Common Stock05/06/2026F408D$329.5940,211(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)$329.5905/05/2026A17,02205/05/2027(3)05/05/2036Common Stock17,022$329.5917,022D
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 370 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/ Jonathan P. Graham05/06/2026
** 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 insider transactions did Amgen (AMGN) report for Jonathan P. Graham?

Amgen reported that Jonathan P. Graham received 2,609 shares of common stock as a grant and 17,022 non-qualified stock options at $329.59 per share. He also had 408 shares withheld to cover tax obligations related to the equity awards.

How many Amgen (AMGN) shares does Jonathan P. Graham hold after these transactions?

After the reported transactions, Jonathan P. Graham directly holds 40,211 shares of Amgen common stock. This balance reflects both the 2,609-share grant he received on May 5, 2026 and the 408 shares disposed of for tax withholding on May 6, 2026.

What are the key terms of Jonathan P. Graham’s new Amgen stock options?

Graham received 17,022 non-qualified stock options with a $329.59 exercise price. They vest and become exercisable in four equal annual installments of 25% each, beginning on May 5, 2027, and will expire on May 5, 2036 if not exercised.

How do Jonathan P. Graham’s Amgen restricted stock units (RSUs) vest and settle?

His RSUs vest in four equal annual installments of 25% starting May 5, 2027. Once vested, each RSU is paid out in one share of Amgen common stock, along with any credited dividend equivalents, plus cash for any remaining fractional share amount.

What is the purpose of the 408 Amgen (AMGN) shares disposed of by Jonathan P. Graham?

The 408 Amgen shares were disposed of to satisfy tax liabilities associated with his equity compensation. This tax-withholding disposition used shares valued at $329.59 each rather than a separate cash payment, and does not represent an open-market sale.

Under which plan were Jonathan P. Graham’s Amgen equity awards granted?

Both the restricted stock units and the non-qualified stock options were granted under the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan, which governs vesting schedules, dividend equivalents, and how vested awards are settled in common stock.