Ruth Porat (Alphabet, NASDAQ: GOOG) receives PSU grant and tax share withholding

Rhea-AI Filing Summary

Alphabet Inc. President and CIO Ruth Porat reported mixed equity transactions in Class C Capital Stock tied to a performance stock unit (PSU) award. She acquired 94,715 shares at $0 per share upon certification that Alphabet’s three-year total shareholder return was 203.65%, ranking at the 92.86% percentile versus S&P 100 companies and triggering a 200% of target payout, including share-settled dividends.

On the same date, 47,141 shares at $332.73 per share were withheld to cover tax obligations arising from PSU vesting, a tax-withholding disposition rather than an open-market sale. Following these transactions, Porat directly held 862,377 Class C shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Porat Ruth

(Last) (First) (Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CIO

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/15/2026

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
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Class C Capital Stock	01/13/2026		A(1)		94,715	A	$0	815,236	D
Class C Capital Stock	01/13/2026		F(2)		47,141	D	$332.73	862,377	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. The shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of performance criteria underlying an award of performance stock units (PSUs) granted to the Reporting Person on May 3, 2023 under the terms of Alphabet's Amended and Restated 2021 Stock Plan and applicable PSU award agreement. The award provided that if Alphabet's total shareholder return (TSR) performance relative to S&P 100 companies is between the 25th percentile (for 50% target payout) and 75th percentile (for 200% target payout) for the three-year performance period ending December 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 203.65%, which ranked Alphabet's TSR at the 92.86th percentile relative to S&P 100 companies, resulting in a payout of 200% of target or 94,715 shares, including share-settled dividends.

2. Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.

Remarks:

This amendment is being filed to correct the number of shares acquired, which was inadvertently reported as 47,574 on the Form 4 filed on January 15, 2026. The actual number of shares acquired was 94,715.

	/s/ Kenneth Yi, as Attorney-in-Fact for Ruth M. Porat	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Alphabet (GOOG) disclose for Ruth Porat?

Alphabet reported Ruth Porat received a PSU-related share grant and a tax-withholding share disposition. She acquired 94,715 Class C shares at $0 and had 47,141 shares withheld at $332.73 to satisfy tax obligations from vesting.

How were Ruth Porat’s performance stock units at Alphabet (GOOG) determined?

Porat’s PSUs vested based on Alphabet’s total shareholder return versus S&P 100 companies. A 203.65% three-year return ranked at the 92.86% percentile, resulting in a 200% of target payout, or 94,715 Class C shares including share-settled dividends.

Did Ruth Porat sell Alphabet (GOOG) shares in this Form 4/A?

The filing shows a tax-withholding disposition, not an open-market sale. Alphabet withheld 47,141 Class C shares at $332.73 per share to cover tax obligations triggered by the vesting of Porat’s performance stock units.

How many Alphabet (GOOG) shares does Ruth Porat hold after these transactions?

After the reported grant and tax-withholding disposition, Ruth Porat directly holds 862,377 shares of Alphabet Class C Capital Stock. This figure reflects her updated ownership following the PSU vesting and related tax-share withholding on the reported date.

What performance period governed Ruth Porat’s Alphabet (GOOG) PSU award?

The PSU award was tied to a three-year performance period ending December 31, 2025. Alphabet’s total shareholder return of 203.65% over that period drove a 200% target payout, resulting in 94,715 Class C shares, including share-settled dividends.