Amazon CFO files Form 4: Scheduled RSU Vesting and 10b5-1 Sale Disclosed

Rhea-AI Filing Summary

Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, filed a Form 4 reporting transactions dated 08/21/2025. The filing shows multiple restricted stock unit (RSU) awards deemed acquired (transaction code M) of 8,760, 3,940, and 5,050 shares that convert one-for-one into common stock and increase his direct holdings. The report also discloses a sale of 17,750 shares at $222.74 executed under a Rule 10b5-1 trading plan adopted on 05/20/2025. The filing lists an indirect holding of 1,595.54 shares in an Amazon 401(k) account. Following these transactions, the derivative/RSU holdings reported convert into 17,540, 77,980, and 129,565 underlying shares respectively as shown in the form.

Insights

Financial Analyst

TL;DR: Routine executive vesting and a preplanned sale; no unexpected change to insider stake.

The Form 4 documents scheduled RSU vesting events and a sale under a Rule 10b5-1 plan. The acquisitions are labeled with transaction code M, reflecting issuance/settlement of RSUs that convert one-for-one into common shares. The sale of 17,750 shares at $222.74 followed a documented 10b5-1 plan adopted 05/20/2025, which provides preclearance and reduces signaling risk. The filing shows both direct and indirect holdings, including a 401(k) account position. For investors, this is a routine compensation and liquidity event rather than a material corporate development.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices: scheduled vesting and a documented trading plan.

The report is consistent with standard insider reporting: multiple RSU vesting schedules are disclosed and the executed sale is tied to a 10b5-1 plan adopted a few months earlier. The form includes detailed vesting schedules and signature via attorney-in-fact, reflecting procedural compliance. No new compensatory grants or departures are reported. The transactions appear administrative and compliant with Section 16 reporting requirements.

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

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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^*

Olsavsky Brian T

(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)
	Senior Vice President and CFO

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		8,760	A	$0	57,760	D
Common Stock, par value $.01 per share	08/21/2025		M		3,940	A	$0	61,700	D
Common Stock, par value $.01 per share	08/21/2025		M		5,050	A	$0	66,750	D
Common Stock, par value $.01 per share	08/21/2025		S(1)		17,750	D	$222.74	49,000	D
Common Stock, par value $.01 per share								1,595.54	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(2)	08/21/2025		M			8,760	05/21/2022(3)	02/21/2026	Common Stock, par value $.01 per share	8,760	$0	17,540	D
Restricted Stock Unit Award	$0(2)	08/21/2025		M			3,940	05/21/2023(4)	02/21/2028	Common Stock, par value $.01 per share	3,940	$0	77,980	D
Restricted Stock Unit Award	$0(2)	08/21/2025		M			5,050	05/21/2025(5)	02/21/2030	Common Stock, par value $.01 per share	5,050	$0	129,565	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/20/2025.

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

3. This award vests based upon the following vesting schedule: 2,960 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 2,980 shares on February 21, 2023; 3,940 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 11,360 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 11,380 shares on February 21, 2025; 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026.

4. This award vests based upon the following vesting schedule: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028.

5. This award vests based upon the following vesting schedule: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030.

Remarks:

	/s/ by Mark F. Hoffman as attorney-in-fact for Brian T. Olsavsky, Senior Vice President and CFO	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 AMZN insider Brian Olsavsky report on the Form 4?

The Form 4 reports RSU issuances of 8,760, 3,940, and 5,050 shares (transaction code M) and a sale of 17,750 shares at $222.74 on 08/21/2025.

Was the sale by Brian Olsavsky part of a prearranged plan (10b5-1)?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 05/20/2025.

How many shares does Olsavsky indirectly hold in the Amazon 401(k)?

The Form 4 reports an indirect holding of 1,595.54 shares in the Amazon.com 401(k) plan account.

Do the RSU awards convert into common stock one-for-one?

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

Who signed the Form 4 filing for Brian Olsavsky and when?

The Form 4 was signed /s/ by Mark F. Hoffman as attorney-in-fact for Brian T. Olsavsky on 08/25/2025.