Amazon Insider Filing: CEO Herrington Reports RSU Vesting and 6,835-Share Sales
Rhea-AI Filing Summary
Douglas J. Herrington, CEO Worldwide Amazon Stores, reported changes in his beneficial ownership of Amazon.com, Inc. (AMZN) on 08/21/2025. The filing shows acquisitions of 9,760, 3,500, and 3,827 shares (marked Code M, recorded at $0, representing vesting/conversion of restricted stock units) and dispositions of 3,579, 2,456, and 800 shares sold at weighted-average prices of approximately $221.26, $221.79, and $222.74, respectively. Following the reported transactions, Herrington beneficially owns shares directly and indirectly, including an indirect 401(k) plan account of 6,595,324 shares. The filing notes the sales were effected pursuant to a Rule 10b5-1 trading plan adopted 11/07/2024 and provides vesting schedules for the restricted stock unit awards.
Positive
- Sales were executed under a disclosed Rule 10b5-1 plan, indicating preplanned transactions
- Vesting details for RSU awards are fully disclosed, including detailed schedules
- Filing offers to provide per-price share counts on request, enhancing transparency
Negative
- Insider sold 6,835 shares on 08/21/2025, which may be viewed negatively by some investors
- Sales occurred at prices between $220.61 and $222.74, producing realized dispositions
Insights
TL;DR: Routine insider vesting and sales under a 10b5-1 plan; modest share sales relative to total indirect holdings.
The Form 4 documents scheduled vesting of multiple restricted stock unit awards and contemporaneous market sales totaling 6,835 shares executed on 08/21/2025 at weighted-average prices near $221–$223. The acquisitions reported at $0 reflect conversion/vesting of RSUs rather than market purchases. Materiality to AMZN is limited because the reporting person also holds a large indirect position via the Amazon 401(k) plan (6,595,324 shares). Disclosure of the 10b5-1 plan adoption provides procedural clarity on timing of sales.
TL;DR: Proper disclosure of Rule 10b5-1 plan and detailed vesting schedules; filing meets Section 16 transparency.
The Form 4 includes explicit vesting schedules for three RSU awards and cites the 10b5-1 plan adopted on 11/07/2024, indicating preplanned disposition activity. The report includes weighted-average sale prices and an offer to provide per-price share counts on request, which enhances transparency. No irregular timing or unexplained transfers are evident in the filing text.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit Award | 9,760 | $0.00 | -- |
| Exercise | Restricted Stock Unit Award | 3,500 | $0.00 | -- |
| Exercise | Restricted Stock Unit Award | 3,827 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 9,760 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 3,500 | $0.00 | -- |
| Exercise | Common Stock, par value $.01 per share | 3,827 | $0.00 | -- |
| Sale | Common Stock, par value $.01 per share | 3,579 | $221.2568 | $792K |
| Sale | Common Stock, par value $.01 per share | 2,456 | $221.7886 | $545K |
| Sale | Common Stock, par value $.01 per share | 800 | $222.74 | $178K |
| holding | Common Stock, par value $.01 per share | -- | -- | -- |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/07/2024. Represents the weighted average sale price. The highest price at which shares were sold was $221.58 and the lowest price at which shares were sold was $220.61. Represents the weighted average sale price. The highest price at which shares were sold was $222.15 and the lowest price at which shares were sold was $221.61. Converts into Common Stock on a one-for-one basis. 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. 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. 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.
