Alphabet (NASDAQ: GOOG) VP CAO reports GSU vesting and tax withholding

Rhea-AI Filing Summary

Alphabet Inc. executive Amie Thuener O'Toole, VP and Chief Accounting Officer, reported routine equity compensation activity involving Class C Google Stock Units and Class C capital stock. On January 25, 2026, 932 shares of Class C capital stock were acquired at $0 in connection with vesting of previously granted Google Stock Units.

On the same date, several tranches of Class C Google Stock Units vested, and on January 25, 2027, 683 units were withheld at $328.43 per share to cover tax obligations, with an additional 305 units withheld at the same price in 2026. After these transactions, she directly held 10,849 shares of Class C capital stock, various outstanding Class C Google Stock Units, and 8,940 shares of Class A common stock, reflecting ongoing vesting and tax withholding from prior equity grants.

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).

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^*

O'Toole Amie Thuener

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2026

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 C Capital Stock	01/25/2026		C(1)		932	A	$0	10,849	D
Class C Google Stock Units(2)	01/25/2026		C(1)		676	D	$0	10,200	D
Class C Google Stock Units(2)	01/25/2027		F(3)		683	D	$328.43	9,517	D
Class C Google Stock Units(4)	01/25/2026		C(1)		256	D	$0	14,352	D
Class C Google Stock Units(4)	01/25/2026		F(3)		305	D	$328.43	14,047	D
Class A Common Stock								8,940	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. Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.

2. 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 vests. 1/18th of the grant will vest on the 25th day of the month starting on March 25, 2025; 1/36th of the grant will vest on the 25th day of each month starting on March 25, 2026; and 1/36th of the grant will vest on March 1, 2027, subject to continued employment on each vesting date.

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

4. 1/36th of the grant will vest on the 25th day of the month starting on March 25, 2025; and 1/36th of the grant will vest on 1st of the month starting April 1, 2027, subject to continued employment on each vesting date.

	/s/ Fadillah Badar as Attorney-in-Fact for Amie Thuener O'Toole	01/27/2026
	** 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 activity did Alphabet (GOOG) report for Amie Thuener O'Toole?

Alphabet reported routine equity compensation activity for VP and Chief Accounting Officer Amie Thuener O'Toole. Class C Google Stock Units vested into Class C capital stock, and some units were withheld to satisfy tax obligations tied to those vesting events.

How many Alphabet Class C shares does Amie Thuener O'Toole hold after the reported Form 4?

After the reported transactions, she directly held 10,849 Class C shares. This reflects stock received from vested Google Stock Units, net of shares withheld to cover taxes associated with those vesting events, as disclosed in the filing.

Were any Alphabet Google Stock Units withheld for taxes in this Form 4 filing?

Yes, shares were withheld to cover tax obligations. The filing notes 683 Class C Google Stock Units withheld on January 25, 2027 and 305 units on January 25, 2026 at a price of $328.43 per share, tied to GSU vesting.

What equity awards are vesting for Alphabet (GOOG) VP Amie Thuener O'Toole?

Class C Google Stock Units are vesting on a scheduled basis. The footnotes describe 1/18th and 1/36th monthly vesting tranches beginning March 25, 2025, continuing through March 1, 2027 and April 1, 2027, subject to continued employment.

Does Amie Thuener O'Toole hold Alphabet Class A common stock?

Yes, she holds Alphabet Class A common stock directly. After the reported transactions, the filing shows she beneficially owned 8,940 shares of Class A common stock, in addition to her Class C capital stock and Google Stock Units positions.

What is the role of Amie Thuener O'Toole at Alphabet (GOOG)?

Amie Thuener O'Toole serves as Alphabet’s VP and Chief Accounting Officer. The Form 4 identifies her as an officer of the company, and the reported transactions relate to her ongoing stock-based compensation awards.