Alphabet (NASDAQ: GOOG) SVP logs PSU vesting and tax share sale

Rhea-AI Filing Summary

Alphabet SVP and Chief Business Officer Philipp Schindler reported equity award activity involving Class C stock on January 13, 2026. He acquired 113,568 shares of Class C capital stock at $0 per share upon vesting of performance stock units, then had 113,745 shares withheld at $332.73 per share to cover tax obligations, leaving 773,194 Class C shares directly owned.

The performance stock unit award, granted May 3, 2023 under Alphabet's 2021 Stock Plan, paid out at 200% of target after Alphabet’s total shareholder return of 203.65% ranked at the 92.86th percentile versus S&P 100 companies over a three-year period ending December 31, 2025. Schindler also holds Class C Google Stock Units that convert one-for-one into Class C shares as they vest, with 48,654 and 86,297 GSUs reported as directly owned and subject to detailed vesting schedules extending through January 1, 2028, contingent on continued employment.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schindler Philipp

(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)
	SVP, Chief Business Officer

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

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

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)		113,568	A	$0	886,939	D
Class C Capital Stock	01/13/2026		F(2)		113,745	D	$332.73	773,194	D
Class C Google Stock Units(3)								48,654	D
Class C Google Stock Units(4)								86,297	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 133,568 shares, including share-settled dividends.

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

3. Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSU vests. 1/6th of the GSU grant vested on June 25, 2024; 1/12th of the GSU grant vested on September 25, 2024, and an additional 1/12th of the grant vests quarterly thereafter on the 25th day of the month until fully vested, subject to continued employment on the applicable vesting dates.

4. The GSUs will vest as follows: (i) 1/10th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 3/40th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.

	/s/ Kenneth Yi, as Attorney-in-Fact for Philipp Schindler	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Alphabet (GOOG) executive Philipp Schindler report on January 13, 2026?

Philipp Schindler reported the vesting of performance stock units into 113,568 shares of Alphabet Class C capital stock at $0 per share, along with 113,745 shares withheld at $332.73 per share to satisfy tax obligations.

How many Alphabet Class C shares does Philipp Schindler own after the reported Form 4 transactions?

After the January 13, 2026 transactions, Philipp Schindler is shown as directly owning 773,194 shares of Alphabet Class C capital stock.

What performance results drove Philipp Schindler’s Alphabet PSU payout?

The PSU payout was based on Alphabet’s total shareholder return of 203.65% over the three-year period ending December 31, 2025, ranking at the 92.86th percentile versus S&P 100 companies and resulting in a 200% of target payout.

What are Alphabet Class C Google Stock Units (GSUs) reported by Philipp Schindler?

Class C Google Stock Units entitle Philipp Schindler to receive one share of Alphabet Class C capital stock for each unit as it vests. The filing shows 48,654 and 86,297 Class C GSUs directly owned, each subject to specific vesting schedules.

How do Philipp Schindler’s vested GSUs at Alphabet vest over time?

For one GSU grant, 1/6th vested on June 25, 2024, 1/12th on September 25, 2024, with an additional 1/12th vesting quarterly on the 25th until fully vested. For another grant, 1/10th vests on March 25, June 25, September 25 and December 25, 2025, and 3/40th vests quarterly from March 25, 2026 through December 25, 2026 and then on the 1st of the month from April 1, 2027 through January 1, 2028, all subject to continued employment.

Were Philipp Schindler’s Alphabet shares sold into the market in this Form 4 filing?

The Form 4 shows 113,745 shares of Class C capital stock coded as an F transaction, with the footnote stating they were withheld to satisfy tax obligations arising from PSU vesting, rather than an open-market sale.