Amazon (NASDAQ: AMZN) VP Shelley Reynolds reports 2,695-share planned sale

Rhea-AI Filing Summary

Amazon.com Inc. Vice President Shelley Reynolds reported planned insider activity in Amazon (common stock). On February 23, 2026, she executed Rule 10b5-1 open-market sales totaling 2,695 shares at weighted average prices ranging from about $204 to $208 per share, leaving 119,780 shares held directly.

These sales were made under a trading plan adopted on November 11, 2025. On February 21, 2026, Reynolds also acquired shares through the vesting and one-for-one conversion of several restricted stock unit awards into common stock at no cash exercise price.

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).

X

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^*

Reynolds Shelley

(Last) (First) (Middle)

P.O. BOX 81226

(Street)

SEATTLE WA 98108-1226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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, par value $.01 per share	02/21/2026		M		1,800	A	$0	121,580	D
Common Stock, par value $.01 per share	02/21/2026		M		540	A	$0	122,120	D
Common Stock, par value $.01 per share	02/21/2026		M		355	A	$0	122,475	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		795	D	$204.6013(2)	121,680	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		1,300	D	$206.0154(3)	120,380	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		400	D	$207.0425(4)	119,980	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		200	D	$207.985(5)	119,780	D
Common Stock, par value $.01 per share								2,655.72	I	Amazon.com 401(k) plan account

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
Restricted Stock Unit Award	$0(6)	02/21/2026		M			1,800	05/21/2022(7)	02/21/2026	Common Stock, par value $.01 per share	1,800	$0	0	D
Restricted Stock Unit Award	$0(6)	02/21/2026		M			540	05/21/2023(8)	02/21/2028	Common Stock, par value $.01 per share	540	$0	12,660	D
Restricted Stock Unit Award	$0(6)	02/21/2026		M			355	08/21/2024(9)	02/21/2030	Common Stock, par value $.01 per share	355	$0	15,912	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/11/2025.

2. Represents the weighted average sale price. The highest price at which shares were sold was $204.85 and the lowest price at which shares were sold was $204.28.

3. Represents the weighted average sale price. The highest price at which shares were sold was $206.52 and the lowest price at which shares were sold was $205.63.

4. Represents the weighted average sale price. The highest price at which shares were sold was $207.48 and the lowest price at which shares were sold was $206.66.

5. Represents the weighted average sale price. The highest price at which shares were sold was $208.03 and the lowest price at which shares were sold was $207.94.

6. Converts into Common Stock on a one-for-one basis.

7. This award vests based upon the following vesting schedule: 1,140 shares on May 21, 2022; 1,160 shares on each of August 21, 2022, November 21, 2022, and February 21, 2023; 1,260 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 2,340 shares on each of May 21, 2024 and August 21, 2024; 2,360 shares on each of November 21, 2024 and February 21, 2025; 1,780 shares on May 21, 2025; and 1,800 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026.

8. This award vests based upon the following vesting schedule: 80 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 60 shares on February 21, 2024; 360 shares on each of May 21, 2024 and August 21, 2024; 340 shares on each of November 21, 2024 and February 21, 2025; 560 shares on each of May 21, 2025 and August 21, 2025; 540 shares on each of November 21, 2025 and February 21, 2026; 1,820 shares on May 21, 2026; 1,800 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; and 1,360 shares on each of May 21, 2027, August 21, 2027, November 21, 2027, and February 21, 2028.

9. This award vests based upon the following vesting schedule: 2,772 shares on each of August 21, 2024 and November 21, 2024; 2,771 shares on February 21, 2025; 355 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 543 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 542 shares on February 21, 2027; 682 shares on each of May 21, 2027 and August 21, 2027; 681 shares on each of November 21, 2027 and February 21, 2028; 1,569 shares on each of May 21, 2028, August 21, 2028, November 21, 2028, and February 21, 2029; 1,185 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 1,184 shares on February 21, 2030.

Remarks:

The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price, with respect to all transactions reported on this Form 4.

	/s/ by Susan K. Jong as attorney-in-fact for Shelley Reynolds, Vice President	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Amazon (AMZN) executive Shelley Reynolds report?

Shelley Reynolds reported both sales and equity award activity. She sold 2,695 Amazon common shares in open-market transactions and received common shares from the vesting and conversion of restricted stock unit awards, all disclosed in a Form 4 insider filing.

How many Amazon (AMZN) shares did Shelley Reynolds sell and at what prices?

Shelley Reynolds sold 2,695 Amazon shares on February 23, 2026. The Form 4 shows weighted average sale prices around $204–$208 per share, with detailed high and low prices for each trade range provided in the footnotes to the filing.

Were Shelley Reynolds’ Amazon (AMZN) stock sales under a 10b5-1 trading plan?

Yes, the reported sales were made under a Rule 10b5-1 plan. A footnote states the transactions were effected pursuant to a pre-established trading plan adopted by Shelley Reynolds on November 11, 2025, providing a structured, pre-arranged approach to the share sales.

How many Amazon (AMZN) shares does Shelley Reynolds hold after these transactions?

After the reported activity, Reynolds directly held 119,780 Amazon shares. This figure reflects her common stock ownership following the February 23, 2026 open-market sales, as disclosed in the share balance column of the Form 4 transactions table.

What happened to Shelley Reynolds’ restricted stock units in this Amazon (AMZN) filing?

Several restricted stock unit awards converted into Amazon common stock. On February 21, 2026, RSU awards vested and were exercised at a zero cash price, converting on a one-for-one basis into common shares according to the vesting schedules described in the footnotes.

Does Shelley Reynolds have any indirect Amazon (AMZN) share holdings?

Yes, the Form 4 indicates an indirect holding. It lists 2,655.72 Amazon shares held through an “Amazon.com 401(k) plan account,” categorized as indirect ownership, separate from Reynolds’ directly held common stock reported in the other transactions.