Amazon Insider Zapolsky Sells Shares Under 10b5-1 Plan; RSUs Convert to Stock
Rhea-AI Filing Summary
David Zapolsky, Senior Vice President and Chief Global Affairs & Legal Officer of Amazon.com, Inc. (AMZN), reported multiple transactions on 08/21/2025 and 08/22/2025. The filing shows sales of common stock executed under a Rule 10b5-1 trading plan and the conversion/acquisition of restricted stock units into shares. Reported open-market sales: 4,277 shares at a weighted average price of $221.3399 and 2,823 shares at a weighted average price of $221.8469 on 08/21/2025, plus 13,570 shares sold at $222.76 on 08/22/2025. The filing also records acquisitions of 8,760; 3,940; and 5,050 shares (each $0 price) reflecting vested restricted stock unit awards, increasing underlying common stock counts. The reporting person offers to provide detailed per-price share counts upon request.
Positive
- Trades executed under a Rule 10b5-1 plan, indicating pre-established trading instructions adopted on 11/12/2024
- Detailed RSU vesting schedules are disclosed for three awards, showing transparency on equity compensation timing
- Reporting person offers to provide per-price share counts, improving disclosure granularity on request
Negative
- Insider sales totaled 20,670 shares (4,277 + 2,823 + 13,570) reducing beneficial ownership as reported on those lines
- Sales executed at prices around $221–$223, reflecting monetization of shares at those price levels
Insights
Insider sold shares under a pre-established 10b5-1 plan while receiving vested RSUs; transactions appear routine.
The Form 4 documents both sales and acquisitions on 08/21/2025 and 08/22/2025. Sales totaling 20,670 shares occurred at weighted average prices in the $221.34–$222.76 range, and vesting/conversions yielded 17,750 shares from three RSU awards. The filing explicitly notes the trades were effected pursuant to a Rule 10b5-1 plan adopted 11/12/2024, which supports pre-arranged execution rather than opportunistic timing. For investors, these disclosures update insider ownership counts but do not, by themselves, convey new operational or financial guidance.
Transactions follow governance best practices by using a documented 10b5-1 plan; disclosure is complete and includes vesting schedules.
The filer provides detailed vesting schedules for three distinct RSU awards and states willingness to supply share-by-price breakdowns, which enhances transparency. The combination of scheduled RSU vesting events and sales under a 10b5-1 plan is a common mechanism for insiders to monetize vested equity while mitigating timing concerns. No amendments or unusual arrangements are disclosed in the Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock, par value $.01 per share | 13,570 | $222.76 | $3.02M |
| Exercise | Restricted Stock Unit Award | 8,760 | $0.00 | -- |
| Exercise | Restricted Stock Unit Award | 3,940 | $0.00 | -- |
| Exercise | Restricted Stock Unit Award | 5,050 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 8,760 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 3,940 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 5,050 | $0.00 | -- |
| Sale | Common Stock, par value $.01 per share | 4,277 | $221.3399 | $947K |
| Sale | Common Stock, par value $.01 per share | 2,823 | $221.8469 | $626K |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/12/2024. Represents the weighted average sale price. The highest price at which shares were sold was $221.61 and the lowest price at which shares were sold was $220.62. Represents the weighted average sale price. The highest price at which shares were sold was $222.45 and the lowest price at which shares were sold was $221.62. Converts into Common Stock on a one-for-one basis. 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. 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. 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.
