Amazon CEO Andrew Jassy Reports Sales Under 10b5-1 Plan and RSU Conversions

Rhea-AI Filing Summary

Amazon.com Inc. President and CEO Andrew R. Jassy reported multiple transactions on Form 4 dated 08/21/2025, filed 08/25/2025. The filing shows sales of common stock executed under a Rule 10b5-1 trading plan adopted 11/18/2024 totaling 19,872 shares at weighted-average prices of $221.4179 and $221.9135. The report also records two awards of Restricted Stock Units (RSUs) that converted or will convert into common shares: a 25,000 RSU award (underlying 25,000 shares) and a 24,680 RSU award (underlying 24,680 shares). Following the transactions, Mr. Jassy beneficially owned 2,178,502 shares directly, 65,500 shares indirectly held in trust, and 9,912.553 shares in the Amazon 401(k) plan account.

Positive

• Transactions executed under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading claims
• Significant ongoing equity alignment: substantial RSU awards and holdings (direct, in trust, and 401(k)) remain

Negative

• Insider sales of 19,872 shares were reported, which may be interpreted by some investors as liquidity-taking
• RSU vesting will increase share count over time, adding potential future share dilution

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a pre-existing 10b5-1 plan while significant long-term equity awards remain outstanding.

The Form 4 indicates routine monetization of shares via a Rule 10b5-1 plan rather than ad hoc dispositions, which preserves the affirmative defense against insider trading allegations. Sales of 19,872 shares at ~ $221.4 average represent a small fraction of total beneficial ownership (over 2.1 million shares), and concurrent RSU awards and sizeable 401(k) holdings underscore continued long-term alignment with shareholders.

Securities Analyst

TL;DR: Transactions are neutral for valuation: modest sales under a plan, offset by ongoing equity compensation vesting schedules.

The weighted-average sale prices are disclosed for the executed trades and the filing specifies detailed vesting schedules for the RSU awards converting one-for-one to common shares. The disclosure of indirect holdings in trust and the 401(k) account provides transparency on total insider exposure. No new material event, debt, or operational data is present to change investment thesis.

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^*

Jassy Andrew R

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		25,000	A	$0	2,173,694	D
Common Stock, par value $.01 per share	08/21/2025		M		24,680	A	$0	2,198,374	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		13,329	D	$221.4179(2)	2,185,045	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		6,543	D	$221.9135(3)	2,178,502	D
Common Stock, par value $.01 per share								65,500	I	In trust
Common Stock, par value $.01 per share								9,912.553	I	Amazon.com 401(k) plan account

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			25,000	05/21/2023(5)	02/21/2031	Common Stock, par value $.01 per share	25,000	$0	1,050,000	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			24,680	05/21/2024(6)	02/21/2026	Common Stock, par value $.01 per share	24,680	$0	49,360	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/18/2024.

2. Represents the weighted average sale price. The highest price at which shares were sold was $221.70 and the lowest price at which shares were sold was $220.70.

3. Represents the weighted average sale price. The highest price at which shares were sold was $222.55 and the lowest price at which shares were sold was $221.71.

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

5. This award vests based upon the following vesting schedule: 10,000 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 20,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 25,000 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and 50,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031.

6. This award vests based upon the following vesting schedule: 31,960 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; and 24,680 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026.

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 Andrew R. Jassy, President and CEO	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.
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

What trades did Andrew Jassy report on Form 4 for AMZN?

He reported sales of 19,872 common shares on 08/21/2025 and acquisitions/conversions of RSUs on the same date.

Were the sales by Andrew Jassy part of a pre-planned program?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/18/2024.

How many Amazon shares does Andrew Jassy beneficially own after these transactions?

He beneficially owned 2,178,502 shares directly, 65,500 shares indirectly in trust, and 9,912.553 shares in the Amazon 401(k) account as reported.

What RSU awards were reported and when do they vest or convert?

Two RSU awards: one underlying 25,000 shares (vesting schedule beginning 05/21/2023 through 02/21/2031) and one underlying 24,680 shares (vesting schedule through 02/21/2026); both convert one-for-one to common stock.

What prices were the sold shares executed at?

Weighted-average sale prices were $221.4179 and $221.9135; ranges provided were $220.70–$221.70 and $221.71–$222.55 respectively.