GOOGL Insider Filing: Sundar Pichai Reports GSU Vesting and Share Disposition

Rhea-AI Filing Summary

Sundar Pichai, who is listed as Chief Executive Officer and a director of Alphabet Inc. (ticker GOOGL), reported several equity transactions dated 09/25/2025. The filing shows disposition of 227,560 shares of Class A common stock and disposition/withholding of Google Stock Units (GSUs): 37,227 GSUs disposed at $0 and 37,646 GSUs withheld at $247.83 per share to satisfy tax obligations. After the transactions the report lists 2,434,619 shares of Class C capital stock and 74,874 GSUs beneficially owned. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Pichai.

Positive

• Clear, compliant disclosure of insider transactions under Section 16
• Tax-withholding on GSU vesting is documented with the transaction price ($247.83)

Negative

• Sale of 227,560 Class A shares on 09/25/2025 could be perceived negatively by some investors
• Significant reductions in reported GSUs (37,227 and 37,646) reduce insider-held equity

Insights

Financial Analyst

TL;DR Routine insider reporting of stock unit vesting, tax-withholdings, and a notable sale of Class A shares on 09/25/2025.

The Form 4 documents systematic vesting activity and related tax-withholdings for GSUs plus an explicit disposition of 227,560 Class A shares. The withheld 37,646 GSUs were transacted at a price of $247.83 each to satisfy taxes, which is a common practice when equity awards vest. The remaining beneficial ownership figures are stated but the filing contains no financial performance data or forward-looking commentary.

Corporate Governance Expert

TL;DR Disclosure is compliant and precise; transactions appear tied to vesting and standard tax withholding rather than extraordinary corporate events.

The filing identifies the reporting person as both CEO and director and provides clear line-item reporting of GSUs vesting, shares withheld for taxes, and a sale of Class A shares. The statement is signed by an attorney-in-fact, which is an accepted execution method. No governance changes, new compensatory grants besides vesting, or related-party issues are disclosed.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Pichai Sundar

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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 Google Stock Units(1)	09/25/2025		C(2)		37,227	D	$0	112,520	D
Class C Google Stock Units(1)	09/25/2025		F(3)		37,646	D	$247.83	74,874	D
Class C Capital Stock	09/25/2025		C(2)		37,227	A	$0	2,434,619	D
Class A Common Stock								227,560	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. Class C 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. 1/12th of the GSU vested on March 25, 2023 and an additional 1/12th of the GSU will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.

2. Vesting of GSUs grant of which was previously reported in Form 4.

3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

	/s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	09/29/2025
	** 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 transactions did Sundar Pichai report on the Form 4 for GOOGL?

The Form 4 reports dispositions of 227,560 Class A shares and transactions involving GSUs: 37,227 GSUs disposed at $0 and 37,646 GSUs withheld at $247.83 per share on 09/25/2025.

Why were 37,646 GSUs reported at $247.83 in the Form 4?

The filing states those GSUs were withheld to satisfy tax obligations arising from GSU vesting and shows the withholding price as $247.83 per share.

How many Alphabet shares does Sundar Pichai beneficially own after these transactions?

The filing reports 2,434,619 shares of Class C capital stock and 74,874 GSUs remaining beneficially owned following the reported transactions.

Who signed the Form 4 for Sundar Pichai?

The Form 4 is signed by Fadillah Badar, as Attorney-in-Fact for Sundar Pichai, dated 09/29/2025.

Do these Form 4 disclosures indicate any change in Mr. Pichai's role at Alphabet?

No. The Form 4 continues to list him as Chief Executive Officer and a director; the filing contains no information about role changes.