GOOG insider sale: Sundar Pichai and foundation report multiple 10b5-1 transactions

Rhea-AI Filing Summary

Alphabet Inc. (GOOG) filed a Form 144 reporting a proposed sale of 32,500 Class C common shares through Morgan Stanley Smith Barney, with an aggregate market value of $7,915,375.00 and an approximate sale date of 10/01/2025 on Nasdaq. The filing states these shares were acquired as restricted stock units on 03/25/2021 and fully paid on that date. The notice also lists multiple recent Rule 10b5-1 sales by Sundar Pichai and the Pichai Family Foundation during July–September 2025, including several 32,500-share transactions attributed to Sundar Pichai with gross proceeds shown for each trade.

Positive

• None.

Negative

• Substantial insider selling activity: Proposed sale of 32,500 Class C shares valued at $7,915,375.00, plus multiple 10b5-1 sales by Sundar Pichai and the Pichai Family Foundation in Jul–Sep 2025.
• Size and frequency: Multiple large transactions (32,500-share lots) over several months could be perceived as notable insider liquidity events.

Insights

Securities Analyst

TL;DR: Large scheduled insider sales reported; routine if under 10b5-1 plans, but notable for size and frequency.

The filing documents a proposed sale of 32,500 Class C shares valued at $7.92 million, acquired as RSUs in 2021. The record of multiple 10b5-1 sales from July through September 2025 — including repeated 32,500-share transactions attributed to Sundar Pichai — indicates a pattern of planned dispositions rather than open-market opportunistic selling. From a market-impact perspective, these are sizeable single-transaction amounts but represent a small fraction of the 5,430,000,000 outstanding shares noted in the form. Investors should view this as material insider liquidity activity while recognizing the filing identifies Rule 10b5-1 planned sales.

Corporate Governance Expert

TL;DR: Recurrent 10b5-1 sales suggest structured liquidity management, not necessarily signaling undisclosed negative information.

The Form 144 includes the seller’s representation about lacking material nonpublic information and references plan-based sales. Repeated large sales by a senior insider and related foundation are governance-relevant because they affect perceptions of insider alignment. The filing shows acquisition via restricted stock units and consistent use of Rule 10b5-1 instructions, which support compliance with trading policies. Absent disclosure of deviations from a written plan or nonpublic concerns, these transactions read as scheduled liquidity actions rather than ad hoc insider exits.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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 Class C	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	32500	7915375.00	5430000000	10/01/2025	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 Class C	03/25/2021	Restricted Stock Units	Issuer			32500	03/25/2021	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	09/17/2025	4000	997837.20
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	09/17/2025	32500	8108847.50
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	09/03/2025	4000	918749.20
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	09/03/2025	32500	7466351.75
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	08/20/2025	4000	799906.00
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	08/20/2025	32500	6497309.00
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	08/06/2025	4000	784810.40
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	08/06/2025	32500	6377416.50
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	07/16/2025	4000	737474.00
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	07/16/2025	32500	5992187.50
10b5-1 Sales for PICHAI FAMILY FOUNDATION 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	07/02/2025	4000	714089.60
10b5-1 Sales for SUNDAR PICHAI 1600 Amphitheatre Parkway Mountain View CA 94043	Common Class C	07/02/2025	32500	5801978.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Alphabet's Form 144 report for GOOG show?

The filing reports a proposed sale of 32,500 Class C shares (aggregate value $7,915,375.00) with an approximate sale date of 10/01/2025 via Morgan Stanley Smith Barney.

How were the shares acquired that are being sold?

The shares were acquired as restricted stock units on 03/25/2021, with the amount listed as 32,500 and payment noted as made on 03/25/2021.

Who conducted recent sales related to this filing?

The filing lists multiple Rule 10b5-1 sales by Sundar Pichai and the Pichai Family Foundation between July and September 2025, including several 32,500-share sales attributed to Sundar Pichai.

Through which broker will the proposed sale occur?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC Executive Financial Services on Nasdaq.

How large is the company's share count reported on the form?

The form lists 5,430,000,000 shares outstanding for the Class C common stock.