Amazon.com Inc.

02/24/2026 | Press release | Distributed by Public on 02/24/2026 16:32

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Zapolsky David
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
(Last) (First) (Middle)
P.O. BOX 81226
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026
(Street)
SEATTLE, WA 98108-1226
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/21/2026 M 8,780 A $ 0 49,970 D
Common Stock, par value $.01 per share 02/21/2026 M 3,920 A $ 0 53,890 D
Common Stock, par value $.01 per share 02/21/2026 M 5,049 A $ 0 58,939 D
Common Stock, par value $.01 per share 02/23/2026 S(1) 2,613 D $204.1522(2) 56,326 D
Common Stock, par value $.01 per share 02/23/2026 S(1) 1,582 D $204.8633(3) 54,744 D
Common Stock, par value $.01 per share 02/23/2026 S(1) 1,681 D $206.0643(4) 53,063 D
Common Stock, par value $.01 per share 02/23/2026 S(1) 562 D $207.0148(5) 52,501 D
Common Stock, par value $.01 per share 02/23/2026 S(1) 662 D $208.0219(6) 51,839 D
Common Stock, par value $.01 per share 02/24/2026 S(1) 10,649 D $205.43 41,190 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (7) 02/21/2026 M 8,780 05/21/2022(8) 02/21/2026 Common Stock, par value $.01 per share 8,780 $ 0 0 D
Restricted Stock Unit Award $ 0 (7) 02/21/2026 M 3,920 05/21/2023(9) 02/21/2028 Common Stock, par value $.01 per share 3,920 $ 0 70,120 D
Restricted Stock Unit Award $ 0 (7) 02/21/2026 M 5,049 05/21/2025(10) 02/21/2030 Common Stock, par value $.01 per share 5,049 $ 0 119,466 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zapolsky David
P.O. BOX 81226
SEATTLE, WA 98108-1226
Senior Vice President

Signatures

/s/ by Susan K. Jong as attorney-in-fact for David Zapolsky, Senior Vice President, Chief Global Affairs & Legal Officer 02/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/03/2025.
(2) Represents the weighted average sale price. The highest price at which shares were sold was $204.66 and the lowest price at which shares were sold was $203.68.
(3) Represents the weighted average sale price. The highest price at which shares were sold was $205.03 and the lowest price at which shares were sold was $204.70.
(4) Represents the weighted average sale price. The highest price at which shares were sold was $206.74 and the lowest price at which shares were sold was $205.83.
(5) Represents the weighted average sale price. The highest price at which shares were sold was $207.24 and the lowest price at which shares were sold was $206.87.
(6) Represents the weighted average sale price. The highest price at which shares were sold was $208.18 and the lowest price at which shares were sold was $207.88.
(7) Converts into Common Stock on a one-for-one basis.
(8) 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.
(9) 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.
(10) 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:
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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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