Were Matthew S. Garman’s AMZN share sales made under a Rule 10b5-1 plan?

Yes, a footnote states the sales were effected under a Rule 10b5-1 trading plan adopted on May 6, 2025. Such pre-arranged plans automate trades over time, reducing the significance of trade timing as a signal of management’s short-term views.

AWS CEO Garman (NASDAQ: AMZN) sells 11,475 shares, exercises 13,500

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AMAZON COM INC executive Matthew S. Garman, CEO of Amazon Web Services, reported both sales and acquisitions of company stock. On May 15, 2026, he exercised 13,500 shares from a Restricted Stock Unit Award that converts into common stock on a one-for-one basis.

That same day, he completed open-market sales totaling 11,475 shares of common stock at weighted average prices around $261.79–$263.57, executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 6, 2025. Following these transactions, he directly holds 22,905 shares and indirectly holds 887.520 shares through an Amazon.com 401(k) Plan account.

Insider Trade Summary 10b5-1

Net Seller: 11,475 shares ($3,013,973)

Net Sell 6 txns

Insider Garman Matthew S

Role CEO Amazon Web Services

Sold 11,475 shs ($3.01M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit Award	13,500	$0.00	--
Exercise	Common Stock, par value $.01 per share	13,500	$0.00	--
Sale	Common Stock, par value $.01 per share	3,389	$261.7887	$887K
Sale	Common Stock, par value $.01 per share	6,151	$262.8454	$1.62M
Sale	Common Stock, par value $.01 per share	1,935	$263.5705	$510K
holding	Common Stock, par value $.01 per share	--	--	--

Holdings After Transaction: Restricted Stock Unit Award — 13,500 shares (Direct, null); Common Stock, par value $.01 per share — 22,905 shares (Direct, null); Common Stock, par value $.01 per share — 887.52 shares (Indirect, Amazon.com 401(k) Plan Account)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/06/2025. Represents the weighted average sale price. The highest price at which shares were sold was $262.20 and the lowest price at which shares were sold was $261.29. Represents the weighted average sale price. The highest price at which shares were sold was $263.30 and the lowest price at which shares were sold was $262.31. Represents the weighted average sale price. The highest price at which shares were sold was $263.86 and the lowest price at which shares were sold was $263.31. Converts into Common Stock on a one-for-one basis. This award vests based upon the following vesting schedule: 13,500 shares on each of May 15, 2026 and May 15, 2028.

Key Figures

Shares sold: 11,475 shares Sale prices: $263.5705, $262.8454, $261.7887 per share Shares exercised: 13,500 shares +5 more

8 metrics

Shares sold 11,475 shares Total Amazon common stock sold on May 15, 2026

Sale prices $263.5705, $262.8454, $261.7887 per share Weighted average sale prices for three open-market sale blocks

Shares exercised 13,500 shares Common stock acquired via exercise of Restricted Stock Unit Award

Direct holdings after 22,905 shares Direct Amazon common stock ownership following reported transactions

Indirect holdings after 887.520 shares Indirect Amazon common stock via Amazon.com 401(k) Plan account

Net share change from buy/sell -11,475 shares Net shares sold across open-market transactions per transactionSummary

RSU vesting schedule 13,500 shares on May 15, 2026 and May 15, 2028 Restricted Stock Unit Award vesting milestones from footnote

10b5-1 plan adoption date May 6, 2025 Date Garman adopted Rule 10b5-1 trading plan governing sales

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit Award, weighted average sale price, converts into Common Stock on a one-for-one basis, +1 more

5 terms

Rule 10b5-1 trading plan financial

"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/06/2025."

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."

converts into Common Stock on a one-for-one basis financial

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

Amazon.com 401(k) Plan Account financial

"nature_of_ownership: "Amazon.com 401(k) Plan Account""

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:13 PM

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).

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^*

Garman Matthew S

(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 Amazon Web Services

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	05/15/2026		M		13,500	A	$0	22,905	D
Common Stock, par value $.01 per share	05/15/2026		S⁽¹⁾		3,389	D	$261.7887⁽²⁾	19,516	D
Common Stock, par value $.01 per share	05/15/2026		S⁽¹⁾		6,151	D	$262.8454⁽³⁾	13,365	D
Common Stock, par value $.01 per share	05/15/2026		S⁽¹⁾		1,935	D	$263.5705⁽⁴⁾	11,430	D
Common Stock, par value $.01 per share								887.52	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit Award	$0⁽⁵⁾	05/15/2026		M			13,500	05/15/2026⁽⁶⁾	05/15/2028	Common Stock, par value $.01 per share	13,500	$0	13,500	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/06/2025.

2. Represents the weighted average sale price. The highest price at which shares were sold was $262.20 and the lowest price at which shares were sold was $261.29.

3. Represents the weighted average sale price. The highest price at which shares were sold was $263.30 and the lowest price at which shares were sold was $262.31.

4. Represents the weighted average sale price. The highest price at which shares were sold was $263.86 and the lowest price at which shares were sold was $263.31.

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

6. This award vests based upon the following vesting schedule: 13,500 shares on each of May 15, 2026 and May 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 Matthew S. Garman, CEO Amazon Web Services	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AMZN executive Matthew S. Garman report?

Matthew S. Garman reported exercising 13,500 shares from a Restricted Stock Unit Award and selling 11,475 Amazon common shares in open-market transactions on May 15, 2026. These moves combined option-style equity compensation with partial share sales.

At what prices did Matthew S. Garman sell AMZN shares in this Form 4?

He sold Amazon common shares at weighted average prices of $263.5705, $262.8454, and $261.7887 per share. Footnotes state sale price ranges from $261.29 to $263.86, reflecting multiple trades at different prices within each weighted average block.

How many AMZN shares does Matthew S. Garman hold after these transactions?

After the reported transactions, Matthew S. Garman directly holds 22,905 shares of Amazon common stock. He also indirectly holds 887.520 shares through an Amazon.com 401(k) Plan account, providing both direct and retirement-plan exposure to the stock.

What does the Restricted Stock Unit Award in Matthew S. Garman’s AMZN filing represent?

The Restricted Stock Unit Award converts into Amazon common stock on a one-for-one basis. A footnote explains the award vests in 13,500-share installments on May 15, 2026, and May 15, 2028, linking Garman’s compensation to longer-term company performance.

Is Matthew S. Garman’s AMZN Form 4 mainly a sale or an acquisition event?

The filing shows both activity types: he exercised 13,500 RSU-based shares and sold 11,475 shares in the market. Overall share ownership increased, but the simultaneous sale and exercise pattern is typical for managing taxes, liquidity, and compensation-related equity.