Amazon Insider Filing: Garman RSU Vesting and 08/21/2025 Sales Disclosed

Rhea-AI Filing Summary

Matthew S. Garman, CEO of Amazon Web Services, reported changes in his beneficial ownership of Amazon.com, Inc. (AMZN) on a Form 4 covering transactions dated 08/21/2025. The filing shows multiple acquisitions of non‑derivative common stock (6,320; 6,960; and 7,643 shares) recorded as acquisitions at $0 (reflecting vested awards) and two sales of common stock (10,336 and 7,449 shares) executed under a Rule 10b5‑1 trading plan adopted 05/06/2025, with weighted average sale prices of $221.3704 and $221.8543 respectively. The report also shows indirect ownership of 887.52 shares through an Amazon 401(k) account and detailed restricted stock unit awards that convert one‑for‑one into common shares with multi‑year vesting schedules.

Positive

• Sales executed under a Rule 10b5‑1 trading plan, adopted 05/06/2025, which documents preplanned trade authorization
• Vested restricted stock units converted at $0 into common shares, showing compensation realization rather than new cash purchases
• Filing offers to provide detailed per‑trade quantities and prices on request, supporting transparency

Negative

• Insider sold 17,785 shares on 08/21/2025 (10,336 and 7,449 shares) at weighted average prices of $221.3704 and $221.8543
• Sizable vesting schedules that will increase share count over multiple years (detailed multi‑year RSU vesting disclosed)

Insights

Financial Analyst

TL;DR: Routine insider vesting and plan-based sales; not an unusual liquidity event given scheduled RSU vesting.

The Form 4 documents scheduled vesting and conversions of restricted stock units into common shares and contemporaneous sales executed under a preexisting Rule 10b5‑1 plan adopted 05/06/2025. Sales totaled 17,785 shares on 08/21/2025 at weighted average prices of approximately $221.37 and $221.85. Acquisitions of vested awards are recorded at $0 reflecting conversion of RSUs into common stock. For investors, this filing documents the mechanics of compensation realization rather than an operational change at the issuer.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 reporting norms and cites a 10b5‑1 plan; governance controls appear observed.

The filing states the 10b5‑1 trading plan adoption date and provides vesting schedules for multiple RSU awards, plus a signed attorney‑in‑fact filing. The reporting person offers to provide detailed per‑trade quantities and prices on request, which supports transparency. The transactions appear to be disclosed in accordance with Section 16 timing and Rule 10b5‑1 conditions, indicating compliance with insider trading governance procedures.

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^*

Garman Matthew S

(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 Amazon Web Services

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		6,320	A	$0	6,320	D
Common Stock, par value $.01 per share	08/21/2025		M		6,960	A	$0	13,280	D
Common Stock, par value $.01 per share	08/21/2025		M		7,643	A	$0	20,923	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		10,336	D	$221.3704(2)	10,587	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		7,449	D	$221.8543(3)	3,138	D
Common Stock, par value $.01 per share								887.52	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			6,320	05/21/2022(5)	02/21/2027	Common Stock, par value $.01 per share	6,320	$0	32,040	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			6,960	05/21/2023(6)	02/21/2028	Common Stock, par value $.01 per share	6,960	$0	51,700	D
Restricted Stock Unit Award	$0(4)	08/21/2025		M			7,643	05/21/2025(7)	02/21/2030	Common Stock, par value $.01 per share	7,643	$0	165,435	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/06/2025.

2. Represents the weighted average sale price. The highest price at which shares were sold was $221.61 and the lowest price at which shares were sold was $220.62.

3. Represents the weighted average sale price. The highest price at which shares were sold was $222.47 and the lowest price at which shares were sold was $221.62.

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

5. This award vests based upon the following vesting schedule: 3,420 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 3,400 shares on February 21, 2023; 3,640 shares on May 21, 2023; 3,620 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 4,300 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 6,320 shares on each of May 21, 2025 and August 21, 2025; 6,300 shares on each of November 21, 2025 and February 21, 2026; and 4,860 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027.

6. This award vests based upon the following vesting schedule: 8,260 shares on each of May 21, 2023 and August 21, 2023; 8,240 shares on each of November 21, 2023 and February 21, 2024; 3,180 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 3,160 shares on February 21, 2025; 6,960 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 6,940 shares on February 21, 2026; 1,500 shares on May 21, 2026; 1,480 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: 7,643 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 7,836 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 7,835 shares on February 21, 2027; 7,845 shares on each of May 21, 2027 and August 21, 2027; 7,844 shares on each of November 21, 2027 and February 21, 2028; 12,344 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 12,343 shares on February 21, 2029; 9,514 shares on May 21, 2029; and 9,513 shares on each of August 21, 2029, November 21, 2029, and 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 Matthew S. Garman, CEO Amazon Web Services	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).
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FAQ

What transactions did Matthew S. Garman report on the AMZN Form 4?

The Form 4 reports acquisitions of vested common stock (6,320; 6,960; 7,643 shares) and sales of 10,336 and 7,449 shares executed on 08/21/2025.

Were the sales by the reporting person part of a prearranged plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on 05/06/2025.

What prices were the sold shares executed at?

The weighted average sale prices were $221.3704 (highest $221.61, lowest $220.62) and $221.8543 (highest $222.47, lowest $221.62).

Does the Form 4 show indirect holdings or retirement account ownership?

Yes. The filing discloses indirect ownership of 887.52 shares in an Amazon.com 401(k) Plan account.

Do the restricted stock units convert into common stock one‑for‑one?

Yes. The filing states the awards convert into Common Stock on a one‑for‑one basis at vesting.