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

Securities Analyst

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.

Corporate Governance Expert

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.

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)
08/21/2025

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	08/21/2025		M		8,760	A	$0	55,790	D
Common Stock, par value $.01 per share	08/21/2025		M		3,940	A	$0	59,730	D
Common Stock, par value $.01 per share	08/21/2025		M		5,050	A	$0	64,780	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		4,277	D	$221.3399(2)	60,503	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		2,823	D	$221.8469(3)	57,680	D
Common Stock, par value $.01 per share	08/22/2025		S(1)		13,570	D	$222.76	44,110	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(4)	08/21/2025		M			8,760	05/21/2022(5)	02/21/2026	Common Stock, par value $.01 per share	8,760	$0	17,540	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			3,940	05/21/2023(6)	02/21/2028	Common Stock, par value $.01 per share	3,940	$0	77,980	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			5,050	05/21/2025(7)	02/21/2030	Common Stock, par value $.01 per share	5,050	$0	129,565	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/12/2024.

2. 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.

3. 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.

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

5. 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.

6. 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.

7. 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 Mark F. Hoffman as attorney-in-fact for David Zapolsky, Senior Vice President, Chief Global Affairs & Legal Officer	08/25/2025
	** 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.
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FAQ

What transactions did David Zapolsky report for AMZN on 08/21–08/22/2025?

The Form 4 reports sales of 4,277, 2,823, and 13,570 AMZN shares and acquisitions/conversions of RSUs totaling 17,750 shares on those dates.

Were the sales by the AMZN reporting person part of a 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/12/2024.

At what prices were the AMZN shares sold according to the Form 4?

The filing reports weighted average sale prices: $221.3399, $221.8469, and $222.76; highest/lows per group are provided in the remarks.

How many RSU awards vested or converted to AMZN common stock in this filing?

Three RSU awards converted/acquired into common stock: 8,760, 3,940, and 5,050 shares (reported at $0 price as they convert one-for-one).

Does the Form 4 include vesting schedules for the RSU awards?

Yes. The filing contains detailed vesting schedules for each award covering multiple dates through 2030 for some awards.