Douglas Herrington (AMZN) logs stock sales and RSU conversions in Form 4

Rhea-AI Filing Summary

Amazon.com Inc. CEO Worldwide Amazon Stores Douglas J. Herrington reported both stock sales and vesting-related share acquisitions. On February 23, 2026, he sold a total of 6,835 shares of common stock in open-market transactions at weighted average prices between $204.01 and $208.03, pursuant to a Rule 10b5-1 trading plan adopted on November 10, 2025. On February 21, 2026, restricted stock unit awards converting one-for-one into common stock delivered 17,087 shares at no cost. After these transactions, he directly owned 522,361 common shares and indirectly held 6,599.312 shares through an Amazon.com 401(k) plan account.

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^*

Herrington Douglas J

(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)
	CEO Worldwide Amazon Stores

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		9,760	A	$0	521,869	D
Common Stock, par value $.01 per share	02/21/2026		M		3,500	A	$0	525,369	D
Common Stock, par value $.01 per share	02/21/2026		M		3,827	A	$0	529,196	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		2,135	D	$204.6287(2)	527,061	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		2,100	D	$205.7819(3)	524,961	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		1,500	D	$206.3953(4)	523,461	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		1,000	D	$207.343(5)	522,461	D
Common Stock, par value $.01 per share	02/23/2026		S(1)		100	D	$208.25	522,361	D
Common Stock, par value $.01 per share								6,599.312	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(6)	02/21/2026		M			9,760	05/21/2022(7)	02/21/2026	Common Stock, par value $.01 per share	9,760	$0	0	D
Restricted Stock Unit Award	$0(6)	02/21/2026		M			3,500	05/21/2024(8)	02/21/2028	Common Stock, par value $.01 per share	3,500	$0	43,240	D
Restricted Stock Unit Award	$0(6)	02/21/2026		M			3,827	05/21/2025(9)	02/21/2030	Common Stock, par value $.01 per share	3,827	$0	170,985	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/10/2025.

2. Represents the weighted average sale price. The highest price at which shares were sold was $205.00 and the lowest price at which shares were sold was $204.01.

3. Represents the weighted average sale price. The highest price at which shares were sold was $206.01 and the lowest price at which shares were sold was $205.02.

4. Represents the weighted average sale price. The highest price at which shares were sold was $206.86 and the lowest price at which shares were sold was $206.02.

5. Represents the weighted average sale price. The highest price at which shares were sold was $208.03 and the lowest price at which shares were sold was $207.08.

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

7. This award vests based upon the following vesting schedule: 3,980 shares on each of May 21, 2022, August 21, 2022, November 21, 2022, and February 21, 2023; 4,900 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 4,920 shares on February 21, 2024; 12,640 shares on May 21, 2024; 12,660 shares on each of August 21, 2024, November 21, 2024, and February 21, 2025; and 9,760 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026.

8. This award vests based upon the following vesting schedule: 2,600 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,520 shares on May 21, 2025; 3,500 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026; 2,860 shares on May 21, 2026; 2,840 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,980 shares on May 21, 2027; and 7,960 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028.

9. This award vests based upon the following vesting schedule: 3,827 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 5,565 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,564 shares on February 21, 2027; 6,785 shares on May 21, 2027; 6,784 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; 17,162 shares on each of May 21, 2028 and August 21, 2028; 17,161 shares on each of November 21, 2028 and February 21, 2029; 13,236 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 13,235 shares on 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 Susan K. Jong as attorney-in-fact for Douglas J. Herrington, CEO Worldwide Amazon Stores	02/24/2026
	** 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.

FAQ

What did Amazon (AMZN) executive Douglas Herrington report in this Form 4 filing?

Douglas J. Herrington reported open-market sales of Amazon common stock and share acquisitions from restricted stock unit vesting. The filing details multiple sale prices, RSU conversions into common stock, and his updated direct and indirect ownership positions after these transactions.

How many Amazon (AMZN) shares did Douglas Herrington sell and at what prices?

He sold 6,835 shares of Amazon common stock in several open-market transactions. Weighted average sale prices ranged from about $204.01 to $208.03, with specific weighted averages of $204.6287, $205.7819, $206.3953, $207.3430, and $208.2500 disclosed in the filing.

Were Douglas Herrington’s Amazon (AMZN) stock sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 10, 2025. Such plans allow pre-arranged trading instructions, providing a structured framework for insiders to sell shares over time.

What restricted stock unit (RSU) activity did the Amazon (AMZN) Form 4 disclose?

The filing shows RSU awards converting into Amazon common stock on February 21, 2026, delivering 9,760, 3,500, and 3,827 shares at a $0.00 conversion price. Footnotes describe detailed multi-year vesting schedules and confirm each RSU converts into one share of common stock.

How many Amazon (AMZN) shares does Douglas Herrington own after these transactions?

After the reported sales and RSU conversions, he directly owned 522,361 shares of Amazon common stock. The filing also notes an additional 6,599.312 shares held indirectly through an Amazon.com 401(k) plan account, reflecting his updated beneficial ownership.

What is Douglas Herrington’s role at Amazon (AMZN) mentioned in the filing?

Douglas J. Herrington is identified as an officer with the title "CEO Worldwide Amazon Stores." This indicates he leads Amazon’s global Stores business while also serving as a reporting person for these insider stock transactions disclosed in the Form 4.