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Alphabet (NASDAQ: GOOG) director Hennessy sells 1,050 Class C shares via trust

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Alphabet Inc. director John L. Hennessy reported a series of indirect open-market sales of Class C Capital Stock on May 15, 2026. A trust associated with him sold a total of 1,050 Class C shares across 11 transactions, including trades at $395.42 and $391.20 per share.

After these sales, the trust held 3,544 shares of Class C Capital Stock and 20,624 shares of Class A Common Stock. He also reported holdings of Class C Google Stock Units, which are GSUs that vest monthly and convert into one share of Class C Capital Stock each as they vest, subject to continued board service.

Positive

  • None.

Negative

  • None.
Insider Hennessy John L.
Role null
Sold 1,050 shs ($413K)
Type Security Shares Price Value
Sale Class C Capital Stock 37 $391.89 $14K
Sale Class C Capital Stock 134 $392.86 $53K
Sale Class C Capital Stock 90 $393.75 $35K
Sale Class C Capital Stock 39 $394.95 $15K
Sale Class C Capital Stock 134 $392.41 $53K
Sale Class C Capital Stock 171 $393.54 $67K
Sale Class C Capital Stock 45 $394.96 $18K
Sale Class C Capital Stock 199 $392.79 $78K
Sale Class C Capital Stock 138 $393.79 $54K
Sale Class C Capital Stock 32 $391.20 $13K
Sale Class C Capital Stock 31 $395.42 $12K
holding Class A Common Stock -- -- --
holding Class C Capital Stock -- -- --
holding Class C Google Stock Units -- -- --
holding Class C Google Stock Units -- -- --
holding Class C Google Stock Units -- -- --
holding Class C Google Stock Units -- -- --
Holdings After Transaction: Class C Capital Stock — 3,544 shares (Indirect, By Trust); Class A Common Stock — 20,624 shares (Indirect, By Trust); Class C Capital Stock — 895 shares (Direct, null); Class C Google Stock Units — 202 shares (Direct, null)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $391.26 to $392.14, 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 (11) 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 $392.32 to $393.25 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.36 to $394.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $394.76 to $395.08, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $391.97 to $392.88, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.08 to $393.91, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $394.53 to $395.23, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $392.30 to $393.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.42 to $394.06, 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 GSU grant vested on July 25, 2021 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. 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. 1/48th of GSU grant vested on July 25, 2022 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. 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.
Shares sold 1,050 shares Total Class C Capital Stock sold on May 15, 2026
Sample sale price $395.42 per share One reported weighted average sale price for Class C shares
Sample sale price $391.20 per share Another reported weighted average sale price for Class C shares
Class C holdings after 3,544 shares Class C Capital Stock held indirectly by trust after sales
Class A holdings after 20,624 shares Class A Common Stock held indirectly by trust
GSU holding example 2,285 GSUs One reported Class C Google Stock Unit position following transaction
Class C Google Stock Units financial
"The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share..."
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
GSU financial
"1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly..."
open-market sale financial
"transaction_action: open-market sale, transaction_code_description: Sale in open market..."
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
"direct_or_indirect: I, nature_of_ownership: By Trust, indicating indirect ownership by trust"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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 CALIFORNIA 94043
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class C Capital Stock05/15/2026S37D$391.89(1)3,544IBy Trust
Class C Capital Stock05/15/2026S134D$392.86(2)3,320IBy Trust
Class C Capital Stock05/15/2026S90D$393.75(3)3,454IBy Trust
Class C Capital Stock05/15/2026S39D$394.95(4)3,281IBy Trust
Class C Capital Stock05/15/2026S134D$392.41(5)3,147IBy Trust
Class C Capital Stock05/15/2026S171D$393.54(6)2,976IBy Trust
Class C Capital Stock05/15/2026S45D$394.96(7)2,931IBy Trust
Class C Capital Stock05/15/2026S199D$392.79(8)2,732IBy Trust
Class C Capital Stock05/15/2026S138D$393.79(9)2,594IBy Trust
Class C Capital Stock05/15/2026S32D$391.22,562IBy Trust
Class C Capital Stock05/15/2026S31D$395.422,531IBy Trust
Class A Common Stock20,624IBy Trust
Class C Capital Stock895D
Class C Google Stock Units(10)202D
Class C Google Stock Units(11)1,522D
Class C Google Stock Units(12)1,193D
Class C Google Stock Units(13)2,285D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $391.26 to $392.14, 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 (11) 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 $392.32 to $393.25 inclusive.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.36 to $394.18, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $394.76 to $395.08, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $391.97 to $392.88, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.08 to $393.91, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $394.53 to $395.23, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $392.30 to $393.22, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.42 to $394.06, inclusive.
10. 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 GSU grant vested on July 25, 2021 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.
11. 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.
12. 1/48th of GSU grant vested on July 25, 2022 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.
13. 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.
/s/ Fadillah Badar, as Attorney-in-Fact for John L. Hennessy05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did John L. Hennessy report at Alphabet (GOOG)?

John L. Hennessy reported indirect open-market sales of Alphabet Class C Capital Stock. A trust associated with him sold 1,050 shares across 11 transactions on May 15, 2026, as disclosed in a Form 4 insider trading report.

How many Alphabet Class C shares did the Hennessy trust sell and at what prices?

The trust sold a total of 1,050 Alphabet Class C Capital Stock shares. Individual trades occurred at weighted average prices, including sales at $395.42 and $391.20 per share, within various narrow ranges in the high $390 area disclosed in the footnotes.

How many Alphabet shares does the Hennessy trust hold after these Form 4 sales?

Following the reported sales, the associated trust held 3,544 shares of Alphabet Class C Capital Stock. It also held 20,624 shares of Alphabet Class A Common Stock, giving context for the remaining indirect ownership position after the 1,050-share disposition.

Were John L. Hennessy’s reported Alphabet transactions direct or through a trust?

The sales were reported as indirect transactions held "By Trust". This means the 1,050 Alphabet Class C shares were sold by a trust associated with John L. Hennessy, rather than from shares held directly in his own name.

What are Alphabet Class C Google Stock Units (GSUs) reported for John L. Hennessy?

Alphabet Class C Google Stock Units (GSUs) are equity awards that convert into one share of Class C Capital Stock as they vest. Footnotes state 1/48th of several GSU grants vested on specific July 25 dates and continue to vest monthly, subject to continued board service.

How often do John L. Hennessy’s Alphabet GSUs vest according to the Form 4 footnotes?

The footnotes explain that 1/48th of certain GSU grants vested on July 25, 2021, 2022, or 2023. An additional 1/48th vests monthly on the 25th of each month thereafter, conditioned on his continued service on the board on each applicable vesting date.