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

Securities Analyst

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.

Corporate Governance Expert

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.

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).

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)
09/15/2025

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 C Capital Stock	09/15/2025		S		30	D	$245.4	6,286	I	By Trust
Class C Capital Stock	09/15/2025		S		240	D	$248.89(1)	6,046	I	By Trust
Class C Capital Stock	09/15/2025		S		240	D	$249.79(2)	5,806	I	By Trust
Class C Capital Stock	09/15/2025		S		60	D	$250.88(3)	5,746	I	By Trust
Class C Capital Stock	09/15/2025		S		30	D	$252.16	5,716	I	By Trust
Class C Google Stock Units(4)	09/15/2025		A		1(5)	A	$0	946(6)	D
Class C Google Stock Units(7)	09/15/2025		A		2(5)	A	$0	1,872(8)	D
Class C Google Stock Units(9)	09/15/2025		A		2(5)	A	$0	1,988(10)	D
Class C Google Stock Units(11)	09/15/2025		A		2(5)	A	$0	2,762(12)	D
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								0.55	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 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Consists of 6 DEU and 940 GSUs.

7. /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.

8. Consists of 12 DEU and 1860 GSUs.

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 employment on such vesting dates

10. Consists of 11 DEU and 1,977 GSUs.

11. 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.

12. Consists of 2 DEU and 2,760 GSUs.

Remarks:

All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 5, 2024.

	s/ Fadillah Badar, as Attorney-in-Fact for John L. Hennessy	09/16/2025
	** 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 transactions did John L. Hennessy report for Alphabet Inc. (GOOG)?

The Form 4 reports multiple sales of Class C Capital Stock on 09/15/2025 and several grants/vestings of Google Stock Units (GSUs) and dividend equivalent units (DEUs).

Were the reported sales by John L. Hennessy part of a pre-arranged plan?

Yes. The filing states all sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 5, 2024.

What prices were reported for the Class C share sales?

The filing shows weighted-average prices reported in ranges with examples of $245.4, $248.89, $249.79, $250.88, and $252.16 for different sale tranches.

How did the sales affect Hennessy’s beneficial ownership?

The report lists successive reductions in beneficial Class C holdings, for example showing decreases from 6,286 to 5,716 shares across the reported transactions.

What are GSUs and DEUs as reported in the Form 4?

According to the filing, GSUs entitle the holder to one Class C share per unit as they vest; DEUs are dividend equivalent units that accrue on GSUs and vest on the same schedule.