GOOG insider Hennessy reports 600 Class C share sale under 10b5‑1

Rhea-AI Filing Summary

Alphabet Inc. (GOOG) director John L. Hennessy, through the John L. Hennessy and Andrea J. Hennessy Revocable Trust, reported open‑market sales of 600 shares of Class C Capital Stock on 10/13/2025 in multiple trades. Reported weighted‑average prices included $241.51, $241.52, $243.16, $243.17, and $243.76, reflecting execution across several price ranges.

The filing notes all sales were made under a Rule 10b5‑1 trading plan adopted on November 5, 2024. As context, the trust reported 21,824 shares of Class A Common Stock held indirectly. The filing also lists outstanding Google Stock Units that vest monthly pursuant to the schedules described in the footnotes.

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

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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).

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 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)
10/13/2025

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	10/13/2025		S		80	D	$241.52(1)	5,636	I	By Trust
Class C Capital Stock	10/13/2025		S		260	D	$243.16(2)	5,376	I	By Trust
Class C Capital Stock	10/13/2025		S		130	D	$243.17(2)	5,116	I	By Trust
Class C Capital Stock	10/13/2025		S		90	D	$243.76(3)	5,286	I	By Trust
Class C Capital Stock	10/13/2025		S		40	D	$241.51(4)	5,246	I	By Trust
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								0.55	D
Class C Google Stock Units(5)								946	D
Class C Google Stock Units(6)								1,872	D
Class C Google Stock Units(7)								1,988	D
Class C Google Stock Units(8)								2,762	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 $241.19 to $241.75, 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 (5) 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 $242.61 to $243.59, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.66 to $243.93, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.19 to $241.75, inclusive.

5. 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.

6. 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.

7. 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

8. 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.

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	10/15/2025
	** 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 did Alphabet (GOOG) disclose in this Form 4?

Director John L. Hennessy, via his trust, reported selling 600 Class C shares on 10/13/2025 in multiple transactions.

At what prices were the GOOG shares sold?

Reported weighted‑average prices included $241.51, $241.52, $243.16, $243.17, and $243.76, each from separate trade groups.

Was the transaction under a Rule 10b5-1 plan?

Yes. All sales were made under a Rule 10b5‑1 trading plan adopted on November 5, 2024 by the reporting trust.

What is the insider’s relationship to Alphabet (GOOG)?

The reporting person is a Director of Alphabet Inc.

What holdings were reported after the transactions?

The trust reported 21,824 shares of Class A Common Stock held indirectly. The filing also lists outstanding Google Stock Units with monthly vesting schedules.

What are Google Stock Units (GSUs) noted in the filing?

Each GSU entitles the holder to receive one share of Class C stock upon vesting, with vesting occurring monthly per the footnotes.