FORM 4
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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).
☒ 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 |
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| 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 |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 11/21/2025 | M | 8,760 | A | $0 | 52,870 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | M | 3,940 | A | $0 | 56,810 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | M | 5,050 | A | $0 | 61,860 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | S(1) | 1,601 | D | $215.8618 (2) | 60,259 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | S(1) | 3,071 | D | $216.7549 (3) | 57,188 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | S(1) | 1,951 | D | $217.6619 (4) | 55,237 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | S(1) | 372 | D | $218.6024 (5) | 54,865 | D | |||
| Common Stock, par value $.01 per share | 11/21/2025 | S(1) | 105 | D | $219.5159 (6) | 54,760 | D | |||
| Common Stock, par value $.01 per share | 11/24/2025 | S(1) | 13,570 | D | $222.49 | 41,190 | D | |||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | 11/21/2025 | M | 8,760 | 5/21/2022 (8) | 2/21/2026 | Common Stock, par value $.01 per share | 8,760 | $0 | 8,780 | D | ||||
| Restricted Stock Unit Award | $0 (7) | 11/21/2025 | M | 3,940 | 5/21/2023 (9) | 2/21/2028 | Common Stock, par value $.01 per share | 3,940 | $0 | 74,040 | D | ||||
| Restricted Stock Unit Award | $0 (7) | 11/21/2025 | M | 5,050 | 5/21/2025 (10) | 2/21/2030 | Common Stock, par value $.01 per share | 5,050 | $0 | 124,515 | D | ||||
| 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. Exhibit 24 Power of Attorney |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| 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 | 11/25/2025 | |
| **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). |
| ** | 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 control number. | |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Susan K. Jong and Jung W. Ju, or either of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the United States Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule
or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Amazon.com, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5, to complete and execute any amendment or amendments thereto, and to file or cause to be filed such forms and amendments with the SEC and, to the extent required, with any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as each such attorney- in-fact may approve in each such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each
such attorney-in-fact, or each such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.
The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to each such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. The execution of this Power of Attorney shall not of itself rescind or revoke any Power of Attorney granted by the undersigned to any other person.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 day of September, 2025.
/s/ David Zapolsky _____________________________ David Zapolsky |