Amazon adds Kevin Mandia to board, grants 4,086 RSUs

Amazon adds cybersecurity veteran Kevin Mandia to its board and committees, disclosing his equity grant and a related-employee compensation relationship.

Rhea-AI Filing Summary

AMAZON.COM, INC. (AMZN) reported that on September 8, 2026 its Board of Directors elected Kevin R. Mandia as a director and appointed him to the Board’s Audit Committee and Security Committee.

The company notes that Mandia is Chief Executive Officer of Armadin, Inc., has been a General Partner of Ballistic Ventures since June 2024, and previously served as Chief Executive Officer and director of Mandiant, Inc. In connection with his election, he received a restricted stock unit award for 4,086 shares under Amazon’s 1997 Stock Incentive Plan, vesting in three equal annual installments beginning on November 15, 2027, assuming continued service as a director. He also entered into Amazon’s standard form of indemnification agreement for directors.

Amazon discloses that Kristin Mandia, an employee of the company and Mr. Mandia’s sister-in-law, has an annual salary of $185,000 and in 2026 was granted a restricted stock unit award for 103 shares vesting over 1.9 years, and states that her compensation is consistent with that of other employees at the same level with similar responsibilities.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Director RSU grant: 4,086 shares Director RSU vesting schedule: 3 annual installments starting November 15, 2027 Employee annual salary: $185,000 +3 more

6 metrics

Director RSU grant 4,086 shares Restricted stock unit award granted to Kevin R. Mandia upon election as director

Director RSU vesting schedule 3 annual installments starting November 15, 2027 Vesting terms for Kevin R. Mandia’s 4,086 RSUs, subject to continued board service

Employee annual salary $185,000 Annual salary of Kristin Mandia, an Amazon employee and sister-in-law of Kevin R. Mandia

Employee RSU grant 103 shares Restricted stock unit award granted in 2026 to Kristin Mandia, vesting over 1.9 years

RSU vesting period 1.9 years Vesting period for the 103-share RSU award to Kristin Mandia

Mandiant CEO tenure June 2016 to July 2024 Period during which Kevin R. Mandia served as Chief Executive Officer of Mandiant, Inc.

Key Terms

restricted stock unit award, Audit Committee, Security Committee, indemnification agreement, +1 more

5 terms

restricted stock unit award financial

"In connection with his election, Mr. Mandia was granted a restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Audit Committee regulatory

"appointed him to the Audit Committee and Security Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Security Committee regulatory

"appointed him to the Audit Committee and Security Committee of the Board"

indemnification agreement regulatory

"Mr. Mandia also entered into an indemnification agreement with the Company"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

1997 Stock Incentive Plan financial

"restricted stock unit award under the Company’s 1997 Stock Incentive Plan"

FAQ

What board change did AMZN announce on September 8, 2026?

Amazon.com, Inc. elected Kevin R. Mandia as a director and appointed him to its Audit Committee and Security Committee, expanding the board with a director who has extensive cybersecurity and executive leadership experience.

What equity compensation did Kevin Mandia receive from AMZN for joining the board?

Kevin Mandia received a restricted stock unit award for 4,086 shares of Amazon common stock, granted under the 1997 Stock Incentive Plan and scheduled to vest in three equal annual installments beginning on November 15, 2027, subject to his continued service as a director.

What is Kevin Mandia’s professional background relevant to AMZN?

Kevin Mandia is Chief Executive Officer of Armadin, Inc., a cybersecurity company he founded, a General Partner of Ballistic Ventures since June 2024, and previously served as Chief Executive Officer of Mandiant, Inc. from June 2016 to July 2024 and as a director from February 2016 to September 2022.

Did AMZN disclose any related-person relationship involving Kevin Mandia?

Yes. Amazon disclosed that Kristin Mandia, an employee of the company, is Kevin Mandia’s sister-in-law. Her compensation includes an annual salary of $185,000 and a 2026 restricted stock unit award for 103 shares, and Amazon states this compensation is consistent with peers at her level.

How will Kevin Mandia’s RSUs at AMZN vest over time?

Kevin Mandia’s 4,086 restricted stock units will vest in three equal annual installments, with vesting beginning on November 15, 2027, provided he continues to serve as a director on Amazon’s board through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_________________________ 

FORM 8-K

_________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 8, 2026

Date of Report

(Date of earliest event reported)

 _________________________

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

_________________________ 

Delaware

001-43202

91-1646860

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington 98109-5210

(Address of principal executive offices, including Zip Code)

(206) 266-1000

(Registrant’s telephone number, including area code)

_________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

AMZN

The Nasdaq Stock Market LLC

Floating Rate Notes due 2028

—

The Nasdaq Stock Market LLC

2.800% Notes due 2028

—

The Nasdaq Stock Market LLC

3.100% Notes due 2030

—

The Nasdaq Stock Market LLC

3.350% Notes due 2032

—

The Nasdaq Stock Market LLC

3.700% Notes due 2035

—

The Nasdaq Stock Market LLC

4.050% Notes due 2039

—

The Nasdaq Stock Market LLC

4.450% Notes due 2045

—

The Nasdaq Stock Market LLC

4.850% Notes due 2064

—

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Table of Contents

TABLE OF CONTENTS

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.			3
SIGNATURES			4

Table of Contents

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 8, 2026, the Board of Directors of Amazon.com, Inc. (the “Company”) elected Kevin R. Mandia as a director of the Company and also appointed him to the Audit Committee and Security Committee of the Board. Mr. Mandia has served as Chief Executive Officer of Armadin, Inc., a cybersecurity company he founded, since September 2025. Mr. Mandia has also served as General Partner of Ballistic Ventures, a venture capital firm he co-founded, since June 2024 and previously served as Strategic Partner from December 2021 to June 2024. He served as Chief Executive Officer of Mandiant, Inc., a cybersecurity firm acquired by Google LLC in September 2022, from June 2016 to July 2024 and as a director from February 2016 to September 2022.

In connection with his election, Mr. Mandia was granted a restricted stock unit award under the Company’s 1997 Stock Incentive Plan for 4,086 shares of common stock of the Company, to vest in three equal annual installments beginning on November 15, 2027, assuming continued service as a director. Mr. Mandia also entered into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795).

Kristin Mandia, an employee of the Company, is the sister-in-law of Mr. Mandia. Ms. Mandia’s annual salary is $185,000. In 2026, she was also granted a restricted stock unit award under the Company’s 1997 Stock Incentive Plan with respect to 103 shares of common stock of the Company, vesting over 1.9 years. Her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.

3

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AMAZON.COM, INC. (REGISTRANT)
			By:			/s/ Susan K. Jong
						Susan K. Jong
						Vice President and Secretary

Dated: September 9, 2026

4

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 35.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.8 KB