[Form 4] Amazon.Com Inc Insider Trading Activity

Rhea-AI Filing Summary

Douglas J. Herrington, CEO Worldwide Amazon Stores, reported changes in his beneficial ownership of Amazon.com, Inc. (AMZN) on Form 4. On 08/15/2025 he had 11,959 restricted stock units convert into common shares at no cost and those vested shares increased his direct holdings to 515,039 shares before subsequent sales. On the same date he sold 2,084 shares at a weighted average price of $231.7782, 2,500 shares at $232.6564, and 200 shares at $233.715, reducing his direct holdings to 510,255 shares. The sales were made pursuant to a Rule 10b5-1 trading plan adopted 11/07/2024. The filing also discloses indirect holdings of 6,595.324 shares in an Amazon 401(k) account and shows 90,198 restricted stock units remaining as derivative holdings.

Positive

• Transactions disclosed under a Rule 10b5-1 trading plan, indicating pre-planned and rule-compliant sales.
• Full disclosure of vested RSUs and resulting share counts, improving transparency for investors.
• Undertaking to provide per-price share counts on request, enhancing detail and regulatory cooperation.

Negative

• Insider executed open-market sales totaling 4,784 shares on 08/15/2025, reducing direct holdings from 515,039 to 510,255 shares.

Insights

Financial Analyst

TL;DR: Insider vested RSUs and executed rule-based sales; transactions are routine and disclosed under a 10b5-1 plan.

Herrington received 11,959 shares from vested restricted stock units and executed modest sales totaling 4,784 shares on 08/15/2025 at weighted average prices between $231.78 and $233.72. The report explicitly states the sales were effected under a Rule 10b5-1 plan adopted 11/07/2024, which reduces concerns about opportunistic timing. The net change in direct ownership moved from 515,039 shares to 510,255 shares, a decline of roughly 0.94% of his direct holdings based on those figures. For investors, this is a transparent, rule-driven insider liquidity event rather than a material shift in ownership or control.

Corporate Governance Expert

TL;DR: Filing demonstrates procedural compliance and availability of transactional detail upon request by SEC or issuers.

The Form 4 details conversion of RSUs, subsequent open-market sales, and identifies the use of a 10b5-1 trading plan, which supports an affirmative defense under Rule 10b5-1(c). The filer also provides an undertaking to supply per-price share counts on request, increasing disclosure quality. There are no amendments or indications of noncompliance in the filing. From a governance standpoint, the disclosure meets Section 16 requirements and signals routine executive monetization within an established plan.

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 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)
	CEO Worldwide Amazon Stores

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		11,959	A	$0	515,039	D
Common Stock, par value $.01 per share	08/15/2025		S(1)		2,084	D	$231.7782(2)	512,955	D
Common Stock, par value $.01 per share	08/15/2025		S(1)		2,500	D	$232.6564(3)	510,455	D
Common Stock, par value $.01 per share	08/15/2025		S(1)		200	D	$233.715(4)	510,255	D
Common Stock, par value $.01 per share								6,595.324	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)	08/15/2025		M			11,959	11/15/2022(6)	02/15/2028	Common Stock, par value $.01 per share	11,959	$0	90,198	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/07/2024.

2. Represents the weighted average sale price. The highest price at which shares were sold was $232.25 and the lowest price at which shares were sold was $231.29.

3. Represents the weighted average sale price. The highest price at which shares were sold was $233.26 and the lowest price at which shares were sold was $232.35.

4. Represents the weighted average sale price. The highest price at which shares were sold was $233.80 and the lowest price at which shares were sold was $233.63.

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 Mark F. Hoffman as attorney-in-fact for Douglas J. Herrington, CEO Worldwide Amazon Stores	08/19/2025
	** 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.

FAQ

What did Douglas J. Herrington report on Form 4 for AMZN?

He reported the conversion of 11,959 restricted stock units into common shares and sales of 2,084, 2,500, and 200 shares on 08/15/2025.

Were the share sales by the AMZN insider part of a 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted 11/07/2024.

How many AMZN shares does Herrington beneficially own after the transactions?

He reported 510,255 shares held directly after the reported transactions.

Does the Form 4 disclose indirect holdings for Herrington?

Yes. The filing shows 6,595.324 shares held indirectly in an Amazon.com 401(k) plan account.

How many restricted stock units remain as derivative holdings after the report?

The filing indicates 90,198 restricted stock units remain beneficially owned as derivative securities.