Amazon (NASDAQ: AMZN) SVP Zapolsky sells 17,749 shares as RSUs vest

Rhea-AI Filing Summary

Amazon.com Inc. senior vice president David Zapolsky reported a mix of stock sales and RSU-related share deliveries in his latest Form 4. On February 23–24, 2026, he executed open-market sales totaling 17,749 shares of Amazon common stock at prices generally around $204–$208 per share, all under a pre-established Rule 10b5-1 trading plan adopted on November 3, 2025.

On February 21, 2026, multiple restricted stock unit awards converted into common stock on a one-for-one basis, delivering blocks of 8,780, 3,920, and 5,049 shares as part of long-term vesting schedules extending through February 21, 2030. After these transactions, Zapolsky reported 41,190 shares of Amazon common stock held directly.

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^*

Zapolsky David

(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)
	Senior 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		8,780	A	$0	49,970	D
Common Stock, par value $.01 per share	02/21/2026		M		3,920	A	$0	53,890	D
Common Stock, par value $.01 per share	02/21/2026		M		5,049	A	$0	58,939	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		2,613	D	$204.1522(2)	56,326	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		1,582	D	$204.8633(3)	54,744	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		1,681	D	$206.0643(4)	53,063	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		562	D	$207.0148(5)	52,501	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		662	D	$208.0219(6)	51,839	D
Common Stock, par value $.01 per share	02/24/2026		S(1)		10,649	D	$205.43	41,190	D

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(7)	02/21/2026		M			8,780	05/21/2022(8)	02/21/2026	Common Stock, par value $.01 per share	8,780	$0	0	D
Restricted Stock Unit Award	$0(7)	02/21/2026		M			3,920	05/21/2023(9)	02/21/2028	Common Stock, par value $.01 per share	3,920	$0	70,120	D
Restricted Stock Unit Award	$0(7)	02/21/2026		M			5,049	05/21/2025(10)	02/21/2030	Common Stock, par value $.01 per share	5,049	$0	119,466	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/03/2025.

2. Represents the weighted average sale price. The highest price at which shares were sold was $204.66 and the lowest price at which shares were sold was $203.68.

3. Represents the weighted average sale price. The highest price at which shares were sold was $205.03 and the lowest price at which shares were sold was $204.70.

4. Represents the weighted average sale price. The highest price at which shares were sold was $206.74 and the lowest price at which shares were sold was $205.83.

5. Represents the weighted average sale price. The highest price at which shares were sold was $207.24 and the lowest price at which shares were sold was $206.87.

6. Represents the weighted average sale price. The highest price at which shares were sold was $208.18 and the lowest price at which shares were sold was $207.88.

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

8. This award vests based upon the following vesting schedule: 2,960 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 2,980 shares on February 21, 2023; 3,940 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 11,360 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 11,380 shares on February 21, 2025; 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026.

9. This award vests based upon the following vesting schedule: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028.

10. This award vests based upon the following vesting schedule: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and 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 David Zapolsky, Senior Vice President, Chief Global Affairs & Legal Officer	02/24/2026
	** 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.
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FAQ

What did Amazon (AMZN) executive David Zapolsky report in this Form 4?

David Zapolsky reported both stock sales and share deliveries linked to restricted stock units. He sold 17,749 Amazon common shares in open-market transactions and received shares from RSU conversions, while reporting 41,190 shares of direct ownership after the reported activity.

How many Amazon (AMZN) shares did David Zapolsky sell and at what prices?

Zapolsky sold 17,749 Amazon common shares in several open-market transactions on February 23–24, 2026. Reported weighted average sale prices were generally around $204–$208 per share, with detailed highest and lowest sale prices disclosed in the accompanying transaction footnotes.

Was David Zapolsky’s Amazon (AMZN) stock sale under a Rule 10b5-1 plan?

Yes. A footnote states the reported sales were executed under a Rule 10b5-1 trading plan adopted by David Zapolsky on November 3, 2025. Such plans pre-schedule trades, helping separate personal portfolio decisions from later information about the company.

What restricted stock units vested for David Zapolsky at Amazon (AMZN)?

Several restricted stock unit awards vested on February 21, 2026, converting into Amazon common stock on a one-for-one basis. Footnotes describe detailed vesting schedules with multiple future vesting dates extending through February 21, 2030, reflecting ongoing long-term equity compensation.

How many Amazon (AMZN) shares does David Zapolsky own after these transactions?

After the reported transactions, Zapolsky reported direct ownership of 41,190 Amazon common shares. This figure reflects the net result of RSU-related share deliveries and subsequent open-market sales detailed in the Form 4’s non-derivative ownership table.

What do the vesting schedules in David Zapolsky’s Amazon (AMZN) RSU awards indicate?

The vesting schedules show RSU tranches vesting on specified dates several times per year. They outline share amounts vesting from 2022 through February 21, 2030, indicating long-term, time-based equity incentives designed to align Zapolsky’s compensation with Amazon’s multi-year performance.