GOOG Form 4: Director sales under 10b5-1 plan and GSU vesting details
Rhea-AI Filing Summary
Alphabet director John L. Hennessy reported multiple transactions on 09/15/2025 involving Class C Capital Stock and Google Stock Units (GSUs). The filing shows several sales of Class C shares executed under a Rule 10b5-1 trading plan, with individual weighted-average prices reported between roughly $245.4 and $252.16, reducing beneficial Class C holdings from 6,286 to 5,716 shares in successive sales. The report also records vesting and accrual of GSUs and dividend equivalent units (DEUs), which convert to Class C shares as they vest, increasing reported GSUs/DEUs balances across multiple grants. All sales were effected pursuant to a trading plan adopted November 5, 2024.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating pre-arranged, compliant disposition of shares
- Multiple GSU grants and DEUs recorded, which convert to Class C stock as they vest, maintaining ongoing equity alignment
Negative
- Series of Class C share sales reduced reported beneficial Class C holdings across the transactions
- Reported holdings decreased from 6,286 to 5,716 Class C shares through the listed sales
Insights
TL;DR: Significant programmed sales reduced direct Class C holdings while non-cash GSUs and DEUs increased stake over time.
The Form 4 documents scheduled sales executed under a pre-existing Rule 10b5-1 plan, which typically indicates pre-set disposition rather than ad-hoc trading. Reported weighted-average sale prices span approximately $245 to $252, and reported beneficial ownership in Class C shares declines across the listed transactions. Concurrently, multiple GSU grants and accrued DEUs were recorded as vested or vesting according to plan schedules, increasing the number of equity units subject to future conversion to Class C stock. For investors, the filing reflects portfolio rebalancing by a director with continued equity-linked compensation exposure.
TL;DR: Director used a 10b5-1 plan for routine sales while retaining vested equity compensation that vests over time.
The report explicitly states all sales were effected pursuant to a Rule 10b5-1 trading plan adopted by a related trust, which is a common compliance mechanism for insiders to avoid trading-window issues. The filing details multiple GSU grants and DEUs with specified vesting schedules, showing the director maintains continuing equity incentives tied to future vesting. The combination of scheduled sales and ongoing vesting is consistent with standard governance practices for board members receiving equity compensation; no regulatory exceptions or disclosures beyond the transactions and vesting terms are noted in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class C Capital Stock | 30 | $245.40 | $7K |
| Sale | Class C Capital Stock | 240 | $248.89 | $60K |
| Sale | Class C Capital Stock | 240 | $249.79 | $60K |
| Sale | Class C Capital Stock | 60 | $250.88 | $15K |
| Sale | Class C Capital Stock | 30 | $252.16 | $8K |
| Grant/Award | Class C Google Stock Units | 1 | $0.00 | -- |
| Grant/Award | Class C Google Stock Units | 2 | $0.00 | -- |
| Grant/Award | Class C Google Stock Units | 2 | $0.00 | -- |
| Grant/Award | Class C Google Stock Units | 2 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
Footnotes (1)
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.45 to $249.34, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.47 to $250.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.86 to $250.91, inclusive. 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. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of September 8, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on September 15, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests. Consists of 6 DEU and 940 GSUs. /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. Consists of 12 DEU and 1860 GSUs. 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 Consists of 11 DEU and 1,977 GSUs. 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. Consists of 2 DEU and 2,760 GSUs.
