Amazon (NASDAQ: AMZN) director converts 1,602 RSUs into stock

Q: Was this Amazon (AMZN) insider transaction a stock sale or purchase?

The filing shows no open-market buys or sells . Instead, Nooyi exercised a derivative security, converting 1,602 Restricted Stock Units into common stock at $0.00 per share, which is typical for equity awards granted as director compensation.

Q: How many Amazon Restricted Stock Units remain after this transaction?

After this RSU conversion, the derivative table shows 3,204 Restricted Stock Units remaining. These RSUs are scheduled to vest in three future installments of 1,602 shares each on specified May 15 dates from 2026 through 2028 .

Q: What does “indirect ownership in trust” mean in this Amazon Form 4?

The filing notes 360 Amazon shares held indirectly “in trust,” meaning they are owned through a trust rather than directly by Nooyi. This indicates a different legal ownership structure but still counts toward her reported beneficial ownership.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Amazon.com director Indra K. Nooyi reported a routine equity compensation event. She exercised a Restricted Stock Unit Award, converting 1,602 RSUs into the same number of shares of Amazon common stock at a price of $0.00 per share.

After this transaction, she holds 31,942 shares of Amazon common stock directly and 360 shares indirectly in a trust. Footnotes state the RSU award converts into common stock on a one-for-one basis and is scheduled to vest in installments of 1,602 shares on each of May 15, 2026, May 15, 2027, and May 15, 2028.

Insider Trade Summary

1,602 shares exercised/converted

Mixed 3 txns

Insider NOOYI INDRA K

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit Award	1,602	$0.00	--
Exercise	Common Stock, par value $.01 per share	1,602	$0.00	--
holding	Common Stock, par value $.01 per share	--	--	--

Holdings After Transaction: Restricted Stock Unit Award — 3,204 shares (Direct, null); Common Stock, par value $.01 per share — 31,942 shares (Direct, null); Common Stock, par value $.01 per share — 360 shares (Indirect, In trust)

Footnotes (1)

Converts into Common Stock on a one-for-one basis. Subject to the reporting person's continued service as a director of the issuer, this award will vest and convert into shares of Common Stock of the issuer at a rate of 1,602 shares on each of May 15, 2026, May 15, 2027, and May 15, 2028.

Key Figures

RSUs exercised: 1,602 shares Exercise price: $0.00 per share Direct holdings after transaction: 31,942 shares +3 more

6 metrics

RSUs exercised 1,602 shares Restricted Stock Unit Award converted to common stock on May 15, 2026

Exercise price $0.00 per share Price for RSU conversion into Amazon common stock

Direct holdings after transaction 31,942 shares Amazon common stock held directly after May 15, 2026

Indirect holdings in trust 360 shares Amazon common stock held indirectly in trust

Remaining RSUs 3,204 units Restricted Stock Units outstanding after reported exercise

Future vesting per installment 1,602 shares Scheduled vestings on May 15, 2026, 2027, and 2028

Key Terms

Restricted Stock Unit Award, derivative security, indirect, in trust, +1 more

5 terms

Restricted Stock Unit Award financial

"The security title is listed as "Restricted Stock Unit Award" for one line."

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.

derivative security financial

"The transaction code description states "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.

indirect financial

"Ownership is described with ownership_type "indirect" and nature "In trust.""

in trust financial

"The nature_of_ownership field for 360 shares is noted as "In trust.""

vest and convert financial

"Footnotes explain the award will "vest and convert into shares of Common Stock.""

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:48 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^*

NOOYI INDRA K

(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)

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

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		1,602	A	$0	31,942	D
Common Stock, par value $.01 per share								360	I	In trust

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⁽¹⁾	05/15/2026		M			1,602	05/15/2026⁽²⁾	05/15/2028	Common Stock, par value $.01 per share	1,602	$0	3,204	D

Explanation of Responses:

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

2. Subject to the reporting person's continued service as a director of the issuer, this award will vest and convert into shares of Common Stock of the issuer at a rate of 1,602 shares on each of May 15, 2026, May 15, 2027, and May 15, 2028.

Remarks:

Exhibit 24 Power of Attorney

	/s/ by Susan K. Jong as attorney-in-fact for Indra K. Nooyi	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 did Amazon (AMZN) director Indra Nooyi report in this Form 4?

Indra Nooyi reported exercising a Restricted Stock Unit Award for 1,602 shares of Amazon common stock at $0.00 per share. This is a routine conversion of equity compensation rather than an open-market stock purchase or sale.

How many Amazon (AMZN) shares does Indra Nooyi hold after this filing?

Following the reported transactions, Indra Nooyi directly holds 31,942 shares of Amazon common stock and indirectly holds 360 shares in a trust. These figures reflect her ownership immediately after the RSU conversion on May 15, 2026.

Was this Amazon (AMZN) insider transaction a stock sale or purchase?

The filing shows no open-market buys or sells. Instead, Nooyi exercised a derivative security, converting 1,602 Restricted Stock Units into common stock at $0.00 per share, which is typical for equity awards granted as director compensation.

What is the vesting schedule for Indra Nooyi’s Amazon RSU award?

Footnotes state the award will vest and convert into Amazon common stock at a rate of 1,602 shares on each of May 15, 2026, May 15, 2027, and May 15, 2028, subject to her continued service as a director.

How many Amazon Restricted Stock Units remain after this transaction?

After this RSU conversion, the derivative table shows 3,204 Restricted Stock Units remaining. These RSUs are scheduled to vest in three future installments of 1,602 shares each on specified May 15 dates from 2026 through 2028.

What does “indirect ownership in trust” mean in this Amazon Form 4?

The filing notes 360 Amazon shares held indirectly “in trust,” meaning they are owned through a trust rather than directly by Nooyi. This indicates a different legal ownership structure but still counts toward her reported beneficial ownership.