[144] Amazon.Com Inc SEC Filing

Rhea-AI Filing Summary

Amazon.com, Inc. (AMZN) has filed a Form 144 notice covering a large insider transaction by founder Jeffrey P. Bezos. The filing states that Bezos, identified as both Director and Officer, intends to sell 25,000,000 common shares through Morgan Stanley Smith Barney LLC on or about 26 June 2025. The shares carry an aggregate market value of US$5.428 billion. Amazon reports 10,616,352,407 shares outstanding, so the proposed sale represents roughly 0.24 % of shares in issue. Trading will occur on the NASDAQ.

The shares were originally acquired on 5 July 1994 as founder’s stock. Bezos adopted a Rule 10b5-1 trading plan on 4 March 2025, signalling that the sale schedule was predetermined and intended to comply with insider-trading safe-harbour rules. In the representation section, Bezos affirms that he possesses no undisclosed material adverse information about Amazon.

Recent share activity: the filing notes that on 13 May, 14 May and 3 June 2025, Bezos donated a combined 633,812 shares to non-profit organisations, which may have subsequently sold those shares. No other sales by the reporting person were recorded in the past three months.

While sizeable in dollar terms, the planned disposition is limited relative to Amazon’s float and is being executed under a disclosed trading plan, which may mitigate market-impact concerns. Nevertheless, the transaction removes a significant block of founder-held shares from potential long-term insider ownership.

Positive

• Sale conducted under a Rule 10b5-1 plan, indicating pre-arranged trading and reduced insider-trading risk.
• Founder certifies no undisclosed adverse information, supporting transparency.
• Charitable donation of 633,812 shares demonstrates philanthropic activity rather than purely profit-motivated disposal.

Negative

• Founder intends to sell 25 million shares worth US$5.428 billion, which could create negative sentiment and selling pressure.
• Reduction in insider ownership may weaken perceived alignment between founder and public shareholders.

Insights

Securities Analyst

TL;DR: Bezos’ pre-planned sale of 25 M AMZN shares (~0.24 % float, US$5.4 B) is large in value but structurally neutral to fundamentals.

The filing discloses a substantial cash-value sale but, at less than one-quarter of one percent of outstanding shares, the dilution impact is negligible. Execution via a 10b5-1 plan reduces information-risk, and the statement that no undisclosed adverse data exists supports transparency. Still, headline optics of a founder disposing of stock may pressure sentiment in the short term. No operational or financial metrics are affected; thus fundamentals remain unchanged.

Corporate Governance Expert

TL;DR: Governance safeguards—10b5-1 plan, full disclosure—temper concerns, though founder’s US$5.4 B exit may raise ownership-alignment questions.

Bezos’ adherence to Rule 144 and the advance adoption of a trading plan demonstrate sound compliance practice. The filing explicitly certifies absence of undisclosed negative information, an important governance signal. However, transferring 25 M shares plus sizeable recent charitable gifts reduces insider stake, potentially altering long-term alignment between founder and shareholders. Investors should monitor subsequent Schedule 13D/G updates for changes in beneficial ownership.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001043298
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	AMAZON.COM, INC.
SEC File Number	000-22513
Address of Issuer	410 Terry Avenue North Seattle WASHINGTON 98109
Phone	2062661000
Name of Person for Whose Account the Securities are To Be Sold	Jeffrey P. Bezos
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25000000	5428000000.00	10616352407	06/27/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/05/1994	Purchase - Original Issue	Issuer			25000000	07/05/1994	Founder Stock

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	On May 13, May 14, and June 3, 2025, the reporting person contributed 633,812 shares to non-profit organizations, which may have sold such shares during the three months preceding the date of this Form 144.
Date of Notice	06/27/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/04/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Jeffrey P. Bezos
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Amazon (AMZN) shares does Jeff Bezos plan to sell under this Form 144?

The notice covers 25,000,000 common shares to be sold.

What is the aggregate market value of the planned AMZN stock sale?

The filing lists an aggregate market value of US$5.428 billion for the 25 million shares.

When is the approximate sale date for the Bezos AMZN shares?

The shares are slated for sale on or about 26 June 2025.

Was a Rule 10b5-1 trading plan adopted for this transaction?

Yes. The plan was adopted on 4 March 2025, providing a safe-harbour framework.

How does the proposed sale compare to Amazon’s total shares outstanding?

It represents approximately 0.24 % of the 10,616,352,407 shares reported as outstanding.