Executive stock grants at Alphabet (NASDAQ: GOOG) tie pay to TSR

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Alphabet Inc. reported that its compensation committee approved new 2026 equity awards for four senior executives: Anat Ashkenazi, Ruth Porat, Philipp Schindler, and Kent Walker. These packages combine performance stock units (PSUs) tied to long-term results with time-based restricted stock units (GSUs).

Awards include PSU target values of $10 million for Ashkenazi, $9 million for Porat, $16 million for Schindler, and $9 million for Walker, plus GSU awards of $20 million, $20 million, $26 million, and $20 million, respectively. Additional transitional GSUs range from $5 million to about $6 million to offset a discontinued bonus program.

PSUs vest based on Alphabet’s total shareholder return versus S&P 100 companies over a 2026–2028 performance period and can pay out between 0% and 200% of target. GSUs vest monthly over three years (with specified catch-up and timing adjustments), and all vesting requires continued employment, subject to special treatment on death or certain terminations.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Ashkenazi PSU target: $10,000,000 Ashkenazi GSU award: $20,000,000 Porat PSU target: $9,000,000 +5 more

8 metrics

Ashkenazi PSU target $10,000,000 2026 executive performance stock unit grant value

Ashkenazi GSU award $20,000,000 2026 restricted stock unit grant value

Porat PSU target $9,000,000 2026 performance stock unit grant value

Schindler PSU target $16,000,000 2026 performance stock unit grant value

Schindler GSU award $26,000,000 2026 restricted stock unit grant value

Transitional GSU Ashkenazi $6,000,000 2026 SVP bonus transition supplemental award

Transitional GSU Porat/Walker $5,000,000 2026 SVP bonus transition supplemental award

Transitional GSU Schindler $5,666,667 2026 SVP bonus transition supplemental award

Key Terms

performance stock units, restricted stock units, total shareholder return, relative TSR, +2 more

6 terms

performance stock units financial

"Alphabet uses a combination of both Alphabet performance stock units (“PSUs”) which vest, if at all, based on long-term company performance"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"and restricted stock units (“GSUs”), which provide incentive for continued service"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

total shareholder return financial

"The PSUs will depend on Alphabet’s total shareholder return (relative to S&P 100 companies)"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

relative TSR financial

"The PSUs will depend on Alphabet’s total shareholder return (relative to S&P 100 companies) (“relative TSR”)"

performance period financial

"The vest will be based on the relative TSR performance over a 2026-2028 performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

Amended and Restated 2021 Stock Plan financial

"All Alphabet GSUs and PSUs are subject to the terms and conditions of Alphabet’s Amended and Restated 2021 Stock Plan"

Understanding 8-K Material Events →

04/10/2026 - 04:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 7, 2026

____________________________________________________________

ALPHABET INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________


Delaware	001-37580	61-1767919
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

______________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	GOOGL	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value	GOOG	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
2.375% Senior Notes due 2028	—	Nasdaq Stock Market LLC
2.500% Senior Notes due 2029	—	Nasdaq Stock Market LLC
4.125% Senior Notes due 2029	—	Nasdaq Stock Market LLC
2.875% Senior Notes due 2031	—	Nasdaq Stock Market LLC
4.625% Senior Notes due 2032	—	Nasdaq Stock Market LLC
3.000% Senior Notes due 2033	—	Nasdaq Stock Market LLC
3.125% Senior Notes due 2034	—	Nasdaq Stock Market LLC
3.375% Senior Notes due 2037	—	Nasdaq Stock Market LLC
3.500% Senior Notes due 2038	—	Nasdaq Stock Market LLC
5.500% Senior Notes due 2041	—	Nasdaq Stock Market LLC
4.000% Senior Notes due 2044	—	Nasdaq Stock Market LLC
3.875% Senior Notes due 2045	—	Nasdaq Stock Market LLC
4.000% Senior Notes due 2054	—	Nasdaq Stock Market LLC
5.875% Senior Notes due 2058	—	Nasdaq Stock Market LLC
4.375% Senior Notes due 2064	—	Nasdaq Stock Market LLC
6.125% Senior Notes due 2126	—	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, the Leadership Development, Inclusion and Compensation Committee (“LDICC”) of the Board of Directors of Alphabet Inc. (“Alphabet”) approved equity awards for the following executive officers: Anat Ashkenazi, Senior Vice President, Chief Financial Officer, Alphabet and Google LLC (“Google”); Ruth Porat, President and Chief Investment Officer, Alphabet and Google; Philipp Schindler, Senior Vice President, Chief Business Officer, Google; and Kent Walker, President, Global Affairs, Chief Legal Officer and Secretary, Alphabet and Google.

Alphabet uses a combination of both Alphabet performance stock units (“PSUs”) which vest, if at all, based on long-term company performance, and restricted stock units (“GSUs”), which provide incentive for continued service. This approach benefits Alphabet and is designed to maximize long-term shareholder value. The equity awards, which were granted on April 8, 2026, are as follows:

•Ms. Ashkenazi was granted PSUs with a target value of $10,000,000, and GSUs in the amount of $20,000,000.

•Ms. Porat was granted PSUs with a target value of $9,000,000, and GSUs in the amount of $20,000,000.

•Mr. Schindler was granted PSUs with a target value of $16,000,000, and GSUs in the amount of $26,000,000.

•Mr. Walker was granted PSUs with a target value of $9,000,000, and GSUs in the amount of $20,000,000.

The GSU awards also include a transitional amount, on top of the annual target value, to maintain target total compensation following the discontinuation of the SVP Bonus program in 2025. 2026 is the second and final year of the SVP bonus transition. The transitional amounts were granted on April 8, 2026 as an addition to the 2026 GSU awards. Each individual’s transitional amount follows: $6,000,000 for Ms. Ashkenazi, $5,000,000 for Ms. Porat and Mr. Walker, and $5,666,667 for Mr. Schindler.

The target number of PSUs was calculated by dividing the target value of the total PSU grant by the average closing price of Alphabet’s Class C capital stock during the month of March 2026 (the “Average Closing Price”). The PSUs will depend on Alphabet’s total shareholder return (relative to S&P 100 companies) (“relative TSR”), and this performance-based equity may not vest at all. The vest will be based on the relative TSR performance over a 2026-2028 performance period, subject to continued employment. Depending upon Alphabet’s relative TSR performance, the number of PSUs that vest in a tranche will range from 0%-200% of target. Upon vesting, each PSU will entitle the grantee to receive one share of Alphabet’s Class C capital stock.

The number of GSUs was calculated by dividing the GSU award amount by the Average Closing Price. The total GSU award is composed of the (i) target GSU award, which vests monthly over three years from 2026 through 2028, and (ii) a supplemental (transitional) award, which vests monthly during 2026 - other than:

•a 4-month catch-up vest in April 2026 for both awards, and

•a vesting date shift for all employees (from the 25th to the 1st) in March 2027 resulting in a cumulative 2-month vest.

All vesting is contingent on the recipient's continued employment on the applicable vesting date(s). Upon vesting, each GSU will entitle the grantee to receive one share of Alphabet’s Class C capital stock.

Upon death, all unvested GSUs will accelerate immediately and all performance-based equity will immediately vest at target (or based on actual performance if the performance period ended prior to death). Upon termination of employment by Alphabet for cause, all unvested equity will be forfeited. Upon termination of employment by Alphabet without cause, the grantee will be eligible to vest in a pro-rata number of all performance-based equity (based on actual performance at the end of the performance period). All Alphabet GSUs and PSUs are subject to the terms and conditions of Alphabet’s Amended and Restated 2021 Stock Plan and the applicable award agreement.

The foregoing description is only a summary of the terms of the respective awards and is qualified in its entirety by reference to the full text of the applicable award agreements, which will be filed as exhibits to Alphabet’s quarterly report on Form 10-Q.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ALPHABET INC.

Date: April 10, 2026			/s/ KATHRYN W. HALL
			Kathryn W. Hall
			Assistant Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive equity awards did Alphabet (GOOG) approve in April 2026?

Alphabet approved new 2026 equity awards for four senior executives, combining performance stock units (PSUs) and restricted stock units (GSUs). PSU targets range from $9 million to $16 million, while GSU awards range from $20 million to $26 million, tying compensation to performance and retention.

How are Alphabet’s 2026 performance stock units (PSUs) for executives structured?

Alphabet’s 2026 PSUs vest based on total shareholder return relative to S&P 100 companies over a 2026–2028 performance period. Depending on performance, executives can receive 0% to 200% of target units, with each vested PSU delivering one share of Class C capital stock upon vesting.

What transitional GSU awards did Alphabet (GOOG) grant after ending the SVP Bonus program?

Alphabet granted extra transitional GSUs in 2026 to maintain target pay after discontinuing the SVP Bonus program in 2025. Transitional amounts were $6,000,000 for Anat Ashkenazi, $5,000,000 for Ruth Porat and Kent Walker, and $5,666,667 for Philipp Schindler.

How do Alphabet’s 2026 GSUs for executives vest over time?

Alphabet’s 2026 GSUs vest monthly over three years from 2026 through 2028. The supplemental transitional portion vests monthly during 2026, with a four-month catch-up vest in April 2026 and a vesting date shift in March 2027 that produces a cumulative two-month vest.

What happens to Alphabet executive equity awards upon death or termination?

Upon death, all unvested GSUs vest immediately and performance-based equity vests at target or based on completed performance. If terminated for cause, all unvested equity is forfeited. If terminated without cause, executives may vest in a pro-rata portion of performance equity based on actual results.

How does Alphabet determine the number of PSUs and GSUs granted to executives?

Alphabet calculates the target number of PSUs and GSUs by dividing the award’s dollar value by the average closing price of its Class C capital stock during March 2026. Each PSU or GSU that vests entitles the holder to receive one share of Class C capital stock.

Filing Exhibits & Attachments

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