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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
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		9,760	A	$0	520,015	D
Common Stock, par value $.01 per share	08/21/2025		M		3,500	A	$0	523,515	D
Common Stock, par value $.01 per share	08/21/2025		M		3,827	A	$0	527,342	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		3,579	D	$221.2568(2)	523,763	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		2,456	D	$221.7886(3)	521,307	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		800	D	$222.74	520,507	D
Common Stock, par value $.01 per share								6,595.324	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			9,760	05/21/2022(5)	02/21/2026	Common Stock, par value $.01 per share	9,760	$0	19,520	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			3,500	05/21/2024(6)	02/21/2028	Common Stock, par value $.01 per share	3,500	$0	50,240	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			3,827	05/21/2025(7)	02/21/2030	Common Stock, par value $.01 per share	3,827	$0	178,639	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/07/2024.

2. 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.

3. 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.

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

5. 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.

6. 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.

7. 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 Mark F. Hoffman as attorney-in-fact for Douglas J. Herrington, CEO Worldwide Amazon Stores	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 Douglas J. Herrington report on Form 4 for AMZN?

The Form 4 reports acquisitions of 9,760, 3,500, and 3,827 shares (vested RSUs) and sales of 3,579, 2,456, and 800 shares on 08/21/2025.

Were the sales executed under a trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/07/2024.

What prices were the shares sold at?

Sales were executed at weighted-average prices of approximately $221.2568, $221.7886, and $222.74; high/low ranges for the weighted averages are provided in the filing.

How many shares does Herrington hold indirectly via the Amazon 401(k)?

The filing lists an indirect ownership of 6,595,324 shares through an Amazon.com 401(k) plan account.

Do the RSU entries convert to common stock on a one-for-one basis?

Yes. The filing states the restricted stock unit awards convert into common stock on a one-for-one basis.