AMZN Form 4: Director Rubinstein Receives 4,695 RSUs, Vesting 2026-2028

Rhea-AI Filing Summary

Jonathan Rubinstein, a director of Amazon.com, Inc. (AMZN), was awarded 4,695 restricted stock units (RSUs) on 09/10/2025 that convert one-for-one into common stock. The award is priced at $0 and vests in three equal installments of 1,565 shares on each of November 15, 2026, 2027, and 2028, subject to his continued service as a director. Following the reported transaction, Rubinstein beneficially owns 4,695 shares directly. The Form 4 filing was submitted via attorney-in-fact Mark F. Hoffman on 09/10/2025.

Positive

• Alignment with shareholders: RSUs vest over three years, linking director compensation to continued service and long-term performance.
• Clear vesting schedule: Specific vest dates and amounts (1,565 shares on each November 15, 2026/2027/2028) are disclosed.

Negative

• Non-cash grant: The award is reported at $0, indicating it is a compensation grant rather than a market purchase.
• Potential dilution: The conversion of 4,695 RSUs into common stock will increase outstanding shares when vested.

Insights

Corporate Governance Expert

TL;DR: A standard multi-year director RSU grant ties compensation to continued service and long-term alignment with shareholders.

The reported award of 4,695 RSUs vests over three years, which is a common structure to encourage retention and align a director's interests with shareholder value over time. The grant converts one-for-one into common stock and is reported as a direct beneficial holding of 4,695 shares after the transaction. The filing was executed by an attorney-in-fact, which is routine for insiders who use delegated filing authority.

Securities Analyst

TL;DR: The transaction is routine and non-cash, reflecting compensation rather than market trading activity.

The RSU award is recorded at $0 and will convert to common stock upon vesting on specified dates in 2026, 2027, and 2028. This is a non-derivative, non-sale issuance to a director and does not indicate trading or disposition. The size of the award (4,695 shares) and the one-for-one conversion are explicitly documented 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
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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^*

RUBINSTEIN JONATHAN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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

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(1)	09/10/2025		A		4,695		11/15/2026(2)	11/15/2028	Common Stock, par value $.01 per share	4,695	$0	4,695	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 1,565 shares on each of November 15, 2026, November 15, 2027, and November 15, 2028.

Remarks:

	/s/ by Mark F. Hoffman as attorney-in-fact for Jonathan Rubinstein	09/10/2025
	** 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.
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.

FAQ

Who filed the Form 4 reporting the transaction for AMZN?

The Form 4 was filed by attorney-in-fact Mark F. Hoffman on behalf of Jonathan Rubinstein on 09/10/2025.

What did Jonathan Rubinstein receive according to the Form 4 for AMZN?

He received 4,695 restricted stock units (RSUs) that convert one-for-one into common stock.

What is the vesting schedule for the RSUs reported in the AMZN Form 4?

The RSUs vest in three equal installments of 1,565 shares on November 15, 2026, November 15, 2027, and November 15, 2028, subject to continued service.

How many shares does Rubinstein beneficially own after the reported AMZN transaction?

Following the reported transaction, Rubinstein beneficially owns 4,695 shares directly.

Was any cash consideration reported for the RSU award in the AMZN filing?

No cash consideration was reported; the price is listed as $0.