Amazon (AMZN) director Andrew Y. Ng exercises 1,984 RSUs into common stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Amazon.com Inc. director Andrew Y. Ng exercised restricted stock units into common stock. On May 15, 2026, 1,984 RSUs converted into 1,984 shares of common stock on a one-for-one basis, bringing his directly held common stock to 3,968 shares and leaving 1,984 RSUs outstanding subject to continued board service.

Insider Trade Summary

1,984 shares exercised/converted

Mixed 2 txns

Insider Ng Andrew Y.

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit Award	1,984	$0.00	--
Exercise	Common Stock, par value $.01 per share	1,984	$0.00	--

Holdings After Transaction: Restricted Stock Unit Award — 1,984 shares (Direct, null); Common Stock, par value $.01 per share — 3,968 shares (Direct, null)

Footnotes (1)

Converts into Common Stock on a one-for-one basis. Subject to the reporting person's continued service as a director of the issuer, this award will vest and convert into shares of Common Stock of the issuer at a rate of 1,984 shares on each of May 15, 2025, May 15, 2026, and May 15, 2027.

Key Figures

RSUs exercised: 1,984 shares Common shares acquired: 1,984 shares Common shares after transaction: 3,968 shares +2 more

5 metrics

RSUs exercised 1,984 shares Restricted Stock Unit Award converted on May 15, 2026

Common shares acquired 1,984 shares Common Stock received from RSU conversion on May 15, 2026

Common shares after transaction 3,968 shares Total directly held common stock following the RSU conversion

Remaining RSUs 1,984 units Restricted Stock Unit Award balance following the reported transaction

Vesting tranches 1,984 shares per year Scheduled on May 15, 2025, 2026, and 2027, subject to service

Key Terms

Restricted Stock Unit Award, Exercise or conversion of derivative security, one-for-one basis, continued service as a director

4 terms

Restricted Stock Unit Award financial

"security_title: "Restricted Stock Unit Award" for the derivative transaction"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

one-for-one basis financial

"Footnote: "Converts into Common Stock on a one-for-one basis.""

continued service as a director financial

"Footnote: "Subject to the reporting person's continued service as a director""

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:56 PM

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).

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^*

Ng Andrew Y.

(Last)

(First)

(Middle)

P.O. BOX 81226

(Street)

SEATTLE

WASHINGTON

98108-1226

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	05/15/2026		M		1,984	A	$0	3,968	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit Award	$0⁽¹⁾	05/15/2026		M			1,984	05/15/2025⁽²⁾	05/15/2027	Common Stock, par value $.01 per share	1,984	$0	1,984	D

Explanation of Responses:

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

2. Subject to the reporting person's continued service as a director of the issuer, this award will vest and convert into shares of Common Stock of the issuer at a rate of 1,984 shares on each of May 15, 2025, May 15, 2026, and May 15, 2027.

Remarks:

Exhibit 24 Power of Attorney

	/s/ by Susan K. Jong as attorney-in-fact for Andrew Y. Ng	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Amazon (AMZN) director Andrew Y. Ng report?

Andrew Y. Ng reported the exercise of 1,984 restricted stock units into 1,984 shares of Amazon common stock. This derivative exercise increased his directly held common shares while reflecting routine equity compensation for board service.

How many Amazon (AMZN) shares does Andrew Y. Ng hold after this Form 4?

After the transaction, Andrew Y. Ng directly holds 3,968 shares of Amazon common stock. He also has 1,984 restricted stock units remaining from the award reported, which are scheduled to vest subject to his continued service as a director.

What type of securities were involved in Andrew Y. Ng’s Amazon (AMZN) Form 4?

The Form 4 covers a Restricted Stock Unit Award that converts into Amazon common stock on a one-for-one basis. On May 15, 2026, 1,984 RSUs converted into 1,984 common shares as part of this equity compensation arrangement.

Is Andrew Y. Ng’s Amazon (AMZN) Form 4 transaction a purchase or an option exercise?

The transaction is classified as an exercise or conversion of a derivative security, not an open-market purchase. Restricted stock units automatically convert into common shares on vesting, so no market trade or cash purchase price is shown in the filing.

What is the vesting schedule for Andrew Y. Ng’s Amazon (AMZN) RSU award?

The RSU award is scheduled to vest and convert into 1,984 Amazon common shares on each of May 15, 2025, May 15, 2026, and May 15, 2027. Vesting is conditioned on his continued service as a director of Amazon.com Inc.

Did Andrew Y. Ng sell any Amazon (AMZN) shares in this Form 4?

No sales were reported in this Form 4. The filing only shows the exercise and conversion of 1,984 restricted stock units into common shares, with no corresponding sale or tax-withholding disposition reported for this transaction date.