Alphabet Inc. (GOOG) director details trust share moves and GSUs

Rhea-AI Filing Summary

Alphabet Inc. director K. Ram Shriram reported changes in how he and his spouse hold Alphabet shares, rather than open-market trades. On December 9, 2025, he received an annuity payment of 19,600 shares of Class A Common Stock and 19,600 shares of Class C Capital Stock from a 2022 irrevocable trust for which he is both trustee and sole annuitant. His spouse received an identical annuity payment of Class A and Class C shares from a separate 2022 irrevocable trust she controls. These transactions were coded as “G” at a price of $0 per share and are described as mere changes in the form of beneficial ownership, which they believe are exempt from Section 16(a) and Section 16(b) under Rule 16a-13. The filing also lists multiple Class C Google Stock Units that deliver one share each as they vest over time, subject to continued board service.

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^*

Shriram Kavitark Ram

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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 A Common Stock	12/09/2025		G(1)		19,600	D	$0	168,110	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust
Class A Common Stock	12/09/2025		G(1)		19,600	A	$0	370,764	D
Class A Common Stock	12/09/2025		G(2)		19,600	D	$0	168,110	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust
Class A Common Stock	12/09/2025		G(2)		19,600	A	$0	369,744	I	By Spouse
Class C Capital Stock	12/09/2025		G(1)		19,600	D	$0	168,110	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust
Class C Capital Stock	12/09/2025		G(1)		19,600	A	$0	488,081	D
Class C Capital Stock	12/09/2025		G(2)		19,600	D	$0	168,110	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust
Class C Capital Stock	12/09/2025		G(2)		19,600	A	$0	398,570	I	By Spouse
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3)
Class A Common Stock								197,600	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4)
Class C Capital Stock								199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3)
Class C Capital Stock								197,600	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4)
Class C Capital Stock								338,600	I	By Limited Partnership
Class C Capital Stock								500,000	I	Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust(5)
Class C Capital Stock								500,000	I	Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust(6)
Class C Google Stock Units(7)								463	D
Class C Google Stock Units(8)								1,132	D
Class C Google Stock Units(9)								1,269	D
Class C Google Stock Units(10)								1,808	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. Reflects an annuity payment on December 9, 2025 of 19,600 shares of Class A Common stock and 19,600 shares of Class C Capital stock from the 2022 RS Irrevocable Trust UAD 10/28/2022 (2022 RS GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2022 RS GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

2. Reflects an annuity payment on December 9, 2025 of 19,600 shares of Class A Common stock and 19,600 shares of Class C Capital stock from the 2022 VS Irrevocable Trust UAD 10/28/2022 (2022 VS GRAT) to the Reporting Person spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2022 VS GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

3. The Reporting Person is both trustee and sole annuitant of the Ram Shriram Trust UA 09/10/2021.

4. The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram Trust UA 09/10/2021.

5. The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25.

6. The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25.

7. The Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

8. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

9. 1/48 of GSUs will vest on the 25th day of each month following the grant date for 31 months and on the 1st day of each month for the following 17 months, subject to continued service on the Board on the applicable vesting dates.

10. 1/48 of GSUs will vest on the 25th day of each month following the grant date for 19 months and on the 1st day of each month for the following 29 months, subject to continued service on the Board on the applicable vesting dates.

	/s/ Fadillah Badar, as Attorney-in-Fact for K. Ram Shriram	12/11/2025
	** 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 activity did Alphabet (GOOG) director K. Ram Shriram report?

K. Ram Shriram reported trust-related annuity payments that changed how he and his spouse hold Alphabet Class A Common Stock and Class C Capital Stock, with no stated market purchases or sales.

How many Alphabet shares were distributed from the 2022 RS irrevocable trust?

The annuity payment from the 2022 RS irrevocable trust on December 9, 2025 was 19,600 shares of Class A Common Stock and 19,600 shares of Class C Capital Stock to the reporting person.

What transaction occurred from the 2022 VS irrevocable trust to K. Ram Shriram’s spouse?

The 2022 VS irrevocable trust made an annuity payment on December 9, 2025 of 19,600 Class A and 19,600 Class C Alphabet shares to the reporting person’s spouse, who is trustee and sole annuitant of that trust.

How are these Alphabet trust annuity payments characterized under securities rules?

The annuity payments are described as a mere change in form of beneficial ownership, which the reporting person and spouse believe is exempt from Section 16(a) and Section 16(b) of the Exchange Act under Rule 16a-13.

What ongoing equity awards for Alphabet stock does K. Ram Shriram hold?

He holds Class C Google Stock Units (GSUs), each entitling him to one share of Alphabet Class C Capital Stock as the units vest over time, with vesting schedules described as monthly installments subject to continued board service.

What is K. Ram Shriram’s relationship to Alphabet Inc. in this filing?

He is listed as a Director of Alphabet Inc. and reports indirect ownership of shares through multiple trusts, a limited partnership, and his spouse.