Amazon executive sells shares, exercises RSUs

Amazon.com, Inc. executive Douglas J. Herrington, CEO Worldwide Amazon Stores, reported both share sales and an option-style equity exercise.

Rhea-AI Filing Summary

Amazon.com, Inc. executive Douglas J. Herrington, CEO Worldwide Amazon Stores, reported both share sales and an option-style equity exercise. On May 15, 2026, he sold a total of 3,742 shares of Amazon common stock in open-market transactions at weighted average prices around $261–$264 per share, under a pre-arranged Rule 10b5-1 trading plan. On the same date, he exercised 9,353 restricted stock units that convert one-for-one into common stock. Following these transactions, he held 476,972 common shares directly, 56,927 restricted stock units, and 6,606.917 shares indirectly through an Amazon.com 401(k) plan account.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Herrington Douglas J

Role CEO Worldwide Amazon Stores

Sold 3,742 shs ($983K)

Approx. gross sale proceeds $983K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit Award	9,353	$0.00	$0.00
Exercise	Common Stock, par value $.01 per share	9,353	$0.00	$0.00
Sale	Common Stock, par value $.01 per share	1,044	$261.7441	$273K
Sale	Common Stock, par value $.01 per share	2,098	$262.725	$551K
Sale	Common Stock, par value $.01 per share	600	$263.5733	$158K
holding	Common Stock, par value $.01 per share	--	--	--

Holdings After Transaction: Restricted Stock Unit Award — 56,927 contracts (Direct); Common Stock, par value $.01 per share — 476,972 shares (Direct); Common Stock, par value $.01 per share — 6,606.917 shares (Indirect, Amazon.com 401(k) plan account)

Footnotes (6)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/10/2025.
2. F2. Represents the weighted average sale price. The highest price at which shares were sold was $262.22 and the lowest price at which shares were sold was $261.28.
3. F3. Represents the weighted average sale price. The highest price at which shares were sold was $263.01 and the lowest price at which shares were sold was $262.28.
4. F4. Represents the weighted average sale price. The highest price at which shares were sold was $263.88 and the lowest price at which shares were sold was $263.42.
5. F5. Converts into Common Stock on a one-for-one basis.
6. F6. This award vests based upon the following vesting schedule: 39,466 shares on each of November 15, 2022 and February 15, 2023; 9,659 shares on each of May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024; 13,753 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 13,752 shares on February 15, 2025; 11,960 shares on May 15, 2025; 11,959 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028.

Key Figures

Shares sold: 3,742 shares Sale price 1: $263.5733 per share Sale price 2: $262.7250 per share +5 more

8 metrics

Shares sold 3,742 shares Open-market sales on May 15, 2026

Sale price 1 $263.5733 per share Weighted average price for 600 shares sold

Sale price 2 $262.7250 per share Weighted average price for 2,098 shares sold

Sale price 3 $261.7441 per share Weighted average price for 1,044 shares sold

RSUs exercised 9,353 units Restricted Stock Unit Award converting one-for-one into common stock

Direct common shares held 476,972 shares Common stock directly owned after transactions

RSUs remaining 56,927 units Restricted stock units held following the exercise

401(k) holdings 6,606.917 shares Amazon.com 401(k) plan account

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit Award, weighted average sale price, derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Unit Award financial

"security_title": "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.

weighted average sale price financial

"Represents the weighted average sale price."

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting schedule financial

"This award vests based upon the following vesting schedule:"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

FAQ

What insider transactions did Amazon (AMZN) executive Douglas Herrington report?

Douglas Herrington reported selling 3,742 Amazon common shares and exercising 9,353 restricted stock units. The sales were open-market transactions, while the RSUs converted one-for-one into common stock as part of his equity compensation.

How many Amazon (AMZN) shares did Douglas Herrington sell and at what prices?

He sold 3,742 Amazon shares in three open-market trades at weighted average prices of $263.5733, $262.7250, and $261.7441. Footnotes disclose highest and lowest prices within each range for added pricing detail.

What equity awards did Douglas Herrington exercise in this Amazon (AMZN) Form 4?

Herrington exercised 9,353 restricted stock units, which convert into Amazon common stock on a one-for-one basis. These RSUs are part of a larger award with a detailed vesting schedule extending through February 15, 2028.

How many Amazon (AMZN) shares does Douglas Herrington hold after these transactions?

After the reported transactions, Herrington held 476,972 Amazon common shares directly, 56,927 restricted stock units, and 6,606.917 shares indirectly through an Amazon.com 401(k) plan account, reflecting his ongoing equity stake.

Were Douglas Herrington’s Amazon (AMZN) share sales pre-planned?

Yes. A footnote states the transactions were executed under a Rule 10b5-1 trading plan adopted on November 10, 2025. Such plans pre-arrange trade timing and size, helping separate personal trading from short-term market information.

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Accepted by SEC EDGAR 05/19/2026 - 05:04 PM Learn about SEC filing dates

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^*

Herrington Douglas J

(Last) (First) (Middle)

P.O. BOX 81226

(Street)

SEATTLE WASHINGTON 98108-1226

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CEO Worldwide Amazon Stores

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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, par value $.01 per share	05/15/2026		M		9,353	A	$0	480,714	D
Common Stock, par value $.01 per share	05/15/2026		S(1)		1,044	D	$261.7441(2)	479,670	D
Common Stock, par value $.01 per share	05/15/2026		S(1)		2,098	D	$262.725(3)	477,572	D
Common Stock, par value $.01 per share	05/15/2026		S(1)		600	D	$263.5733(4)	476,972	D
Common Stock, par value $.01 per share								6,606.917	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(5)	05/15/2026		M			9,353	11/15/2022(6)	02/15/2028	Common Stock, par value $.01 per share	9,353	$0	56,927	D

Explanation of Responses:

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

2. Represents the weighted average sale price. The highest price at which shares were sold was $262.22 and the lowest price at which shares were sold was $261.28.

3. Represents the weighted average sale price. The highest price at which shares were sold was $263.01 and the lowest price at which shares were sold was $262.28.

4. Represents the weighted average sale price. The highest price at which shares were sold was $263.88 and the lowest price at which shares were sold was $263.42.

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

6. This award vests based upon the following vesting schedule: 39,466 shares on each of November 15, 2022 and February 15, 2023; 9,659 shares on each of May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024; 13,753 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 13,752 shares on February 15, 2025; 11,960 shares on May 15, 2025; 11,959 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028.

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 Douglas J. Herrington, CEO Worldwide Amazon Stores	05/19/2026
	** 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)