Form 4: Amazon SVP Zapolsky Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Amazon Senior Vice President David Zapolsky executed pre-planned sales of common stock following the vesting of restricted stock units.
Summary
- David Zapolsky, Senior Vice President of Amazon.com Inc., reported transactions involving the company's common stock.
- On February 21, 2026, Zapolsky acquired a total of 17,749 shares of common stock (8,780, 3,920, and 5,049 shares) through the conversion of Restricted Stock Unit (RSU) awards at an exercise price of $0.
- Following these acquisitions, Zapolsky's direct beneficial ownership of common stock increased to 58,939 shares.
- Between February 23 and February 24, 2026, Zapolsky disposed of a total of 17,749 shares of common stock through multiple sales.
- These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on November 3, 2025.
- The shares were sold at weighted average prices ranging from $204.1522 to $208.0219.
- After all reported transactions, Zapolsky directly beneficially owns 41,190 shares of common stock.
- Zapolsky also holds remaining derivative securities in the form of Restricted Stock Unit Awards, totaling 70,120 and 119,466 units, with various future vesting schedules extending to February 21, 2030.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it involves a sale of shares by an insider, the transaction is pre-planned under a 10b5-1 plan, which mitigates concerns about opportunistic selling. The vesting of RSUs also indicates ongoing executive compensation and retention.
Positives
- Vesting of 17,749 Restricted Stock Units (RSUs) at an exercise price of $0, increasing the reporting person's equity holdings before sales.
- The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a systematic approach to managing equity rather than a reactive disposition.
- Significant future RSU awards remain, totaling 70,120 and 119,466 units, demonstrating continued long-term equity incentives for the Senior Vice President.
Negatives
- Disposition of 17,749 shares of common stock by a Senior Vice President, which reduces direct beneficial ownership.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that insider transactions, particularly those executed under a Rule 10b5-1 plan, are a routine part of executive compensation and personal financial management. These pre-scheduled sales typically do not reflect a change in management's outlook on the company's future performance, unlike unscheduled, opportunistic sales.
Stakeholder Impact
- Shareholders: The sale of shares by a Senior Vice President, even if pre-planned, slightly increases the float and could be perceived neutrally or with minor negative sentiment, though the 10b5-1 plan mitigates this.
Next Steps
- Continued vesting of remaining Restricted Stock Unit awards for David Zapolsky, with schedules extending to February 21, 2030.
Key Dates
| Date | Description |
|---|---|
| 2022-05-21 | Vesting date for 2,960 shares of RSU award. |
| 2022-08-21 | Vesting date for 2,960 shares of RSU award. |
| 2022-11-21 | Vesting date for 2,960 shares of RSU award. |
| 2023-02-21 | Vesting date for 2,980 shares of RSU award. |
| 2023-05-21 | Vesting date for 3,940 shares and 2,260 shares of RSU awards (total 6,200 shares). |
| 2023-08-21 | Vesting date for 3,940 shares and 2,240 shares of RSU awards (total 6,180 shares). |
| 2023-11-21 | Vesting date for 3,940 shares and 2,240 shares of RSU awards (total 6,180 shares). |
| 2024-02-21 | Vesting date for 3,940 shares and 2,240 shares of RSU awards (total 6,180 shares). |
| 2024-05-21 | Vesting date for 11,360 shares and 3,240 shares of RSU awards (total 14,600 shares). |
| 2024-08-21 | Vesting date for 11,360 shares and 3,240 shares of RSU awards (total 14,600 shares). |
| 2024-11-21 | Vesting date for 11,360 shares and 3,240 shares of RSU awards (total 14,600 shares). |
| 2025-02-21 | Vesting date for 11,380 shares and 3,240 shares of RSU awards (total 14,620 shares). |
| 2025-05-21 | Vesting date for 8,760 shares, 3,940 shares, and 5,050 shares of RSU awards (total 17,750 shares). |
| 2025-08-21 | Vesting date for 8,760 shares, 3,940 shares, and 5,050 shares of RSU awards (total 17,750 shares). |
| 2025-11-03 | Rule 10b5-1 trading plan adopted by the reporting person. |
| 2025-11-21 | Vesting date for 8,760 shares, 3,940 shares, and 5,050 shares of RSU awards (total 17,750 shares). |
| 2026-02-21 | Earliest transaction date; vesting date for 8,780 shares, 3,920 shares, and 5,049 shares of RSU awards (total 17,749 shares). |
| 2026-02-23 | Disposition of 7,100 shares of common stock under 10b5-1 plan. |
| 2026-02-24 | Disposition of 10,649 shares of common stock under 10b5-1 plan; Form 4 filing date. |
| 2026-05-21 | Future vesting date for 9,920 shares and 5,530 shares of RSU awards (total 15,450 shares). |
| 2026-08-21 | Future vesting date for 9,900 shares and 5,530 shares of RSU awards (total 15,430 shares). |
| 2026-11-21 | Future vesting date for 9,900 shares and 5,530 shares of RSU awards (total 15,430 shares). |
| 2027-02-21 | Future vesting date for 9,900 shares and 5,529 shares of RSU awards (total 15,429 shares). |
| 2027-05-21 | Future vesting date for 7,640 shares and 5,797 shares of RSU awards (total 13,437 shares). |
| 2027-08-21 | Future vesting date for 7,620 shares and 5,797 shares of RSU awards (total 13,417 shares). |
| 2027-11-21 | Future vesting date for 7,620 shares and 5,796 shares of RSU awards (total 13,416 shares). |
| 2028-02-21 | Future vesting date for 7,620 shares and 5,796 shares of RSU awards (total 13,416 shares). |
| 2028-05-21 | Future vesting date for 10,474 shares of RSU award. |
| 2028-08-21 | Future vesting date for 10,474 shares of RSU award. |
| 2028-11-21 | Future vesting date for 10,474 shares of RSU award. |
| 2029-02-21 | Future vesting date for 10,473 shares of RSU award. |
| 2029-05-21 | Future vesting date for 8,067 shares of RSU award. |
| 2029-08-21 | Future vesting date for 8,067 shares of RSU award. |
| 2029-11-21 | Future vesting date for 8,066 shares of RSU award. |
| 2030-02-21 | Future vesting date for 8,066 shares of RSU award. |
Recommendation
holdThe filing details routine insider transactions, specifically the vesting of Restricted Stock Units (RSUs) and subsequent sales under a pre-established Rule 10b5-1 trading plan. These types of transactions are common for executives managing their equity compensation and typically do not signal a change in the company's fundamental outlook or warrant a shift in investment strategy. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter the investment thesis for Amazon.
Keywords
Amazon, AMZN, David Zapolsky, Insider Trading, Form 4, SEC Filing, Stock Sale, RSU Vesting, 10b5-1 Plan, Executive Compensation
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