Alphabet (NASDAQ: GOOG) awards 94,715 Class C shares to John Kent Walker

Rhea-AI Filing Summary

Alphabet Inc. reported that President, Global Affairs and Chief Legal Officer John Kent Walker acquired 94,715 shares of Class C capital stock through a performance-based equity award. The shares were issued at no cash cost upon certification that performance criteria under performance stock units were satisfied.

The award was granted on May 3, 2023 under Alphabet's Amended and Restated 2021 Stock Plan and a PSU award agreement. Payout depended on Alphabet's total shareholder return relative to S&P 100 companies over a three-year period ending December 31, 2025. Alphabet's total shareholder return of 203.65% ranked at the 92.86th percentile, resulting in a 200% of target payout, or 94,715 shares including share-settled dividends. Following this acquisition, Walker directly holds 118,221 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^*

WALKER JOHN KENT

(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, Global Affairs, CLO

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		94,715	A(1)	$0	118,221	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.

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 John Kent Walker	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 equity award did Alphabet (GOOG) report for John Kent Walker?

Alphabet reported that John Kent Walker received an award of 94,715 Class C shares. These shares were issued at no cash cost upon vesting of performance stock units granted under Alphabet's Amended and Restated 2021 Stock Plan.

What performance criteria drove John Kent Walker’s 94,715-share PSU payout at Alphabet (GOOG)?

The payout was based on Alphabet’s total shareholder return versus S&P 100 companies over a three-year period ending December 31, 2025. Strong relative TSR performance led to a 200% of target PSU payout for Walker.

How strong was Alphabet’s TSR performance underlying John Kent Walker’s PSU award?

Alphabet’s total shareholder return was 203.65% for the three-year performance period. This ranked at the 92.86th percentile relative to S&P 100 companies, triggering the maximum 200% of target PSU payout under the award terms.

What is John Kent Walker’s Alphabet (GOOG) Class C shareholding after this Form 4/A?

After this PSU-related acquisition, John Kent Walker directly holds 118,221 Class C shares of Alphabet. This reflects the addition of 94,715 shares delivered upon certification that performance criteria under his PSU award were satisfied.

How was the 200% target payout for John Kent Walker’s Alphabet PSUs determined?

The award provided linear interpolation between the 25th percentile for 50% payout and 75th percentile for 200%. Alphabet’s TSR reached the 92.86th percentile, above the upper threshold, resulting in a maximum 200% of target PSU payout.