Douglas Herrington (AMZN) logs 4,784-share sale and 11,959 RSU conversion

Rhea-AI Filing Summary

Amazon.com executive Douglas J. Herrington, CEO Worldwide Amazon Stores, reported a mix of stock sales and vesting-related activity. On February 17, 2026, he completed open-market sales totaling 4,784 shares of common stock in multiple trades under a Rule 10b5-1 trading plan adopted on November 10, 2025, at weighted average prices ranging from about $196.75 to $200.08 per share. Following these sales, his directly held common stock position was reported at 512,109 shares. On February 15, 2026, an 11,959-share Restricted Stock Unit Award converted into the same number of common shares on a one-for-one basis, reflecting scheduled vesting from a multi-year equity award, and increased his direct common stock holdings before the subsequent sales. He also reported 6,599.312 shares held indirectly through an Amazon.com 401(k) plan account.

Insights

Equity Compensation & Insider Trading Analyst

Planned sales offset routine RSU vesting; overall impact is neutral.

The reporting shows Douglas J. Herrington both acquiring and selling Amazon.com common stock. An 11,959-share Restricted Stock Unit Award converted into common shares on February 15, 2026, consistent with the disclosed multi-year vesting schedule for this grant.

Subsequently, he executed open-market sales totaling 4,784 shares on February 17, 2026 under a Rule 10b5-1 trading plan adopted on November 10, 2025. Such pre-arranged plans are designed to structure insider sales over time. After these trades, his direct holdings remained above 500,000 shares.

Because the sales are relatively small compared with his reported ownership and were executed under a pre-established 10b5-1 plan, this activity appears administrative rather than thesis-changing. Future company filings may provide additional context as more tranches of this award vest or further planned sales occur.

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)
02/15/2026

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	02/15/2026		M		11,959	A	$0	516,893	D
Common Stock, par value $.01 per share	02/17/2026		S(1)		800	D	$196.7513(2)	516,093	D
Common Stock, par value $.01 per share	02/17/2026		S(1)		2,114	D	$198.124(3)	513,979	D
Common Stock, par value $.01 per share	02/17/2026		S(1)		1,138	D	$198.8538(4)	512,841	D
Common Stock, par value $.01 per share	02/17/2026		S(1)		732	D	$200.0807(5)	512,109	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)	02/15/2026		M			11,959	11/15/2022(7)	02/15/2028	Common Stock, par value $.01 per share	11,959	$0	66,280	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 $197.13 and the lowest price at which shares were sold was $196.21.

3. Represents the weighted average sale price. The highest price at which shares were sold was $198.41 and the lowest price at which shares were sold was $197.43.

4. Represents the weighted average sale price. The highest price at which shares were sold was $199.33 and the lowest price at which shares were sold was $198.53.

5. Represents the weighted average sale price. The highest price at which shares were sold was $200.31 and the lowest price at which shares were sold was $199.64.

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

7. This award vests based upon the following vesting schedule: 39,466 shares on each of November 15, 2022 and February 15, 2023; 9,659 shares on each of May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024; 13,753 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 13,752 shares on February 15, 2025; 11,960 shares on May 15, 2025; 11,959 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028.

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	02/18/2026
	** 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.
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FAQ

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

Douglas J. Herrington reported both stock sales and vesting-related acquisitions of Amazon common shares. He sold 4,784 shares in open-market trades and received 11,959 shares from a Restricted Stock Unit Award conversion tied to a previously disclosed multi-year vesting schedule.

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

He sold a total of 4,784 Amazon common shares on February 17, 2026. The weighted average sale prices per trade ranged from about $196.75 to $200.08 per share, based on multiple transactions executed in the open market that day.

Was Douglas Herrington’s Amazon (AMZN) stock sale under a 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 10, 2025. Such pre-arranged plans allow insiders to systematically sell shares over time according to preset instructions and timing conditions.

What Restricted Stock Unit activity did Douglas Herrington report for Amazon (AMZN)?

He reported an 11,959-share Restricted Stock Unit Award converting into the same number of Amazon common shares on February 15, 2026. The footnotes explain this award follows a detailed vesting schedule with multiple vesting dates running through February 15, 2028.

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

After the reported transactions, he directly held 512,109 Amazon common shares. He also reported 6,599.312 additional shares held indirectly through an Amazon.com 401(k) plan account, reflecting retirement-plan ownership separate from his direct stock position.

What does the Form 4 reveal about Douglas Herrington’s net trading direction in Amazon (AMZN)?

Overall activity shows a net sale of 4,784 Amazon shares. While 11,959 shares were acquired through an RSU conversion, subsequent open-market sales reduced his direct holdings, leaving him with a sizable remaining ownership stake above 500,000 common shares.