Alphabet (NASDAQ: GOOG) director Hennessy reports bona fide share gifts

Rhea-AI Filing Summary

Alphabet Inc. director John L. Hennessy reported bona fide gifts of Class C Capital Stock. On 02/10/2026 he transferred 1,765 Class C shares directly and 1,765 Class C shares indirectly through The John L. Hennessy and Andrea J. Hennessy Revocable Trust, all at $0 per share.

After these gifts, he held 1 Class C share directly and 5,681 Class C shares indirectly via the trust. The filing also lists his holdings of Class C Google Stock Units, with 484, 1,448, 1,696 and 2,464 units in four separate grants that vest monthly over time, subject to continued service or 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

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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^*

Hennessy John L.

(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)
02/10/2026

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	02/10/2026		G		1,765	D	$0	1	D
Class C Capital Stock	02/10/2026		G		1,765	A	$0	5,681	I	By The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93
Class C Google Stock Units(1)								484	D
Class C Google Stock Units(2)								1,448	D
Class C Google Stock Units(3)								1,696	D
Class C Google Stock Units(4)								2,464	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 Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSUs vested on July 25, 2022 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.

2. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

3. 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 employment on such vesting dates.

4. 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 John L. Hennessy	02/12/2026
	** 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) director John L. Hennessy report?

John L. Hennessy reported bona fide gifts of Alphabet Class C shares. He transferred 1,765 Class C shares directly and 1,765 Class C shares indirectly through a revocable trust, with each transfer priced at $0 per share, reflecting non-cash gifting activity.

How many Alphabet Class C shares does John L. Hennessy hold after the reported gifts?

After the gifts, John L. Hennessy directly holds 1 Alphabet Class C share. Indirectly, through The John L. Hennessy and Andrea J. Hennessy Revocable Trust, he holds 5,681 Alphabet Class C shares, according to the reported post-transaction beneficial ownership figures.

Were the reported Alphabet (GOOG) insider transactions classified as purchases or sales?

The transactions were classified as bona fide gifts, not purchases or sales. The Form 4 uses transaction code G, indicating gift transfers of Class C Capital Stock at a reported price of $0 per share, reflecting non-sale, non-purchase activity.

What indirect Alphabet share ownership does John L. Hennessy report through his revocable trust?

He reports indirect ownership of 5,681 Alphabet Class C shares. These are held by The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93, as disclosed under indirect beneficial ownership in the non-derivative securities table of the filing.

What Class C Google Stock Units does John L. Hennessy report holding at Alphabet (GOOG)?

He reports four tranches of Class C Google Stock Units. The post-transaction holdings are 484, 1,448, 1,696 and 2,464 units. Each unit entitles him to one share of Alphabet Class C Capital Stock as the units vest over time under stated schedules.

How do John L. Hennessy’s Google Stock Units vest according to the filing?

The filing describes monthly vesting in 1/48th increments for the GSU grants. Some grants began vesting on July 25, 2022 or July 25, 2023, and others vest over mixed periods on the 25th and 1st of each month, subject to continued service or employment.