Alphabet (GOOGL) director’s trust sells 600 Class A shares in market

Rhea-AI Filing Summary

Alphabet Inc. director John L. Hennessy reported a series of open-market sales by a trust associated with him, totaling 600 shares of Class A Common Stock on February 13, 2026, at prices around $305.47–$307.79 per share based on weighted average price ranges.

After these sales, the trust held 20,661 Class A shares. Hennessy also reported holdings of Class C Capital Stock, both directly and through a trust, and several tranches of Class C Google Stock Units that vest monthly over multi-year schedules, subject to continued board service or employment.

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
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 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)
02/13/2026

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 A Common Stock	02/13/2026		S		92	D	$306.12(1)	21,132	I	By Trust
Class A Common Stock	02/13/2026		S		80	D	$306.97(2)	21,052	I	By Trust
Class A Common Stock	02/13/2026		S		28	D	$307.77(3)	21,024	I	By Trust
Class A Common Stock	02/13/2026		S		79	D	$306.13(4)	20,945	I	By Trust
Class A Common Stock	02/13/2026		S		159	D	$306.9(5)	20,786	I	By Trust
Class A Common Stock	02/13/2026		S		47	D	$307.64(6)	20,739	I	By Trust
Class A Common Stock	02/13/2026		S		78	D	$306.11(7)	20,661	I	By Trust
Class A Common Stock	02/13/2026		S		37	D	$307.61(8)	20,624	I	By Trust
Class C Capital Stock								1	D
Class C Capital Stock								5,681	I	By Trust
Class C Google Stock Units(9)								484	D
Class C Google Stock Units(10)								1,448	D
Class C Google Stock Units(11)								1,696	D
Class C Google Stock Units(12)								2,464	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 $305.66 to $306.52, 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 (8) 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 $306.66 to $307.46 inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.73 to $307.79 inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.47 to $306.47 inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.49 to $307.45 inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.54 to $307.73 inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.47 to $306.46 inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.52 to $307.73 inclusive.

9. 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.

10. 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.

11. 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.

12. 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	02/17/2026
	** 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 did Alphabet (GOOG) director John L. Hennessy report in this Form 4?

John L. Hennessy reported that a trust associated with him sold 600 Alphabet Class A Common shares in open-market transactions. The sales occurred on February 13, 2026, with weighted average prices generally between about $305 and $308 per share.

How many Alphabet Class A shares did Hennessy’s trust sell and at what prices?

Hennessy’s trust sold a total of 600 Class A Common shares across eight open-market trades. Weighted average prices for these trades ranged from $305.47 to $307.79 per share, according to detailed price ranges disclosed in multiple footnotes.

How many Alphabet Class A shares remain held after the reported sales?

Following the reported transactions, the trust associated with John L. Hennessy held 20,661 shares of Alphabet Class A Common Stock. This figure reflects the share balance after completion of the 600-share series of open-market sales on February 13, 2026.

What Alphabet Class C holdings did John L. Hennessy report on this Form 4?

Hennessy reported direct and indirect holdings of Alphabet Class C Capital Stock, including one share held directly and 5,681 shares held indirectly by a trust. These positions were presented as holdings, with no new buy or sell transactions indicated for the Class C stock.

What are the Class C Google Stock Units (GSUs) reported by Hennessy?

The filing lists several tranches of Class C Google Stock Units that each convert into one Alphabet Class C share upon vesting. Footnotes explain that 1/48th of each GSU grant vests monthly on specified dates, contingent on continued board service or employment.

Were the reported Alphabet stock sales by John L. Hennessy direct or indirect?

All reported Class A Common Stock sales were classified as indirect, with ownership noted as “By Trust.” This means the transactions were executed by a trust associated with John L. Hennessy rather than through a directly held personal brokerage account.