Form 4: Amazon AWS CEO Sells Shares Under 10b5-1 Plan

Matthew S. Garman, CEO of Amazon Web Services, reported the acquisition and subsequent sale of Amazon common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Matthew S. Garman, CEO of Amazon Web Services, reported transactions involving Amazon.com Inc. common stock.
• On February 21, 2026, Garman acquired a total of 20,883 shares of common stock through the conversion of Restricted Stock Unit (RSU) awards at a price of $0.
• These acquisitions increased his direct beneficial ownership to 27,156 shares before sales.
• On February 23, 2026, Garman sold a total of 17,751 shares of common stock in multiple transactions.
• The sales were executed at weighted average prices ranging from $204.1438 to $208.054 per share.
• All reported sales were conducted under a Rule 10b5-1 trading plan adopted on May 6, 2025.
• Following these transactions, Garman directly beneficially owns 9,405 shares of common stock and indirectly owns 887.52 shares through an Amazon.com 401(k) Plan Account.
• Remaining Restricted Stock Unit awards with vesting schedules extending to February 21, 2030, are also reported.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it involves executive share sales, the execution under a Rule 10b5-1 plan mitigates concerns about opportunistic selling, and the underlying RSU conversions reflect ongoing executive compensation.

Positives

• The acquisition of shares through RSU conversions indicates continued equity compensation for a key executive.
• The existence of a Rule 10b5-1 trading plan demonstrates pre-planned sales, which can mitigate concerns about opportunistic insider selling.

Negatives

• The sale of a significant number of shares by a high-ranking executive, even under a 10b5-1 plan, represents a reduction in direct insider ownership.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on executive stock transactions.

Management Comments

• No direct quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

StockSavvy.ai notes that executive stock sales under Rule 10b5-1 plans are a common practice across the technology industry, particularly for highly compensated executives at large companies like Amazon. These plans allow insiders to sell shares at predetermined times or prices to avoid accusations of trading on material non-public information. The volume of sales by a CEO of a major division like AWS is typical for managing personal liquidity and diversification.

Comparison to Industry Standards

• StockSavvy.ai observes that the use of Rule 10b5-1 plans for executive stock sales is a standard corporate governance practice, widely adopted by S&P 500 companies.
• For instance, executives at Microsoft, Apple, and Google frequently utilize similar plans to manage their equity compensation.
• The reported sales volume for Matthew S. Garman is consistent with the scale of equity compensation typically awarded to senior executives at leading technology firms, reflecting a common approach to liquidity management for substantial equity holdings.

Related Party Transactions

• The reported transactions involve an executive (Matthew S. Garman) and the company (Amazon.com Inc.), which are inherently related party dealings.
• The acquisition of shares stems from Restricted Stock Unit awards, a form of executive compensation.
• The sales were conducted under a Rule 10b5-1 trading plan, a pre-arranged agreement between the insider and the company/broker.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be perceived as a slight negative, but the 10b5-1 plan context generally reduces this concern. The ongoing RSU vesting indicates continued alignment of executive interests with long-term shareholder value.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Continued vesting of remaining Restricted Stock Unit awards according to their respective schedules, with the latest vesting extending to February 21, 2030.
• The reporting person undertakes to provide full information regarding the number of shares transacted at each price upon request by the SEC staff, the issuer, or a security holder.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, specifically the conversion of Restricted Stock Units and subsequent sales under a pre-arranged 10b5-1 plan. Such transactions are common for executives managing their compensation and personal finances and do not typically signal a change in the company's fundamental outlook or warrant a shift in investment strategy. Therefore, a 'hold' recommendation is appropriate, as the filing provides no new material information to alter the investment thesis for Amazon.

Keywords

Amazon.com Inc., AMZN, Matthew S. Garman, CEO Amazon Web Services, Insider Trading, Form 4, Stock Sale, Restricted Stock Units, 10b5-1 Plan, Executive Compensation