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Ruth Porat (NASDAQ: GOOGL) adds shares via GSU vesting, covers taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Alphabet Inc. President and CIO Ruth Porat reported compensation-related stock activity involving Google Stock Units (GSUs) and Class C capital stock. She converted 1,624 GSUs into Class C capital stock at $0.00 per share, reflecting vesting of previously granted awards. To cover tax obligations from this vesting, 1,639 GSUs were withheld at $379.38 per share, which is a non-market, tax-withholding disposition rather than an open-market sale.

After these transactions, Porat directly holds 902,564 shares of Alphabet Class C capital stock and 69,225 Class C GSUs. She also has indirect Class C holdings through family trusts, including 921,695 shares in RAPP 2024 GT Trust Two, 135,950 shares in RAPP 2024 GT Trust One, and 120,000 shares in the RAPP 2024 Irrevocable Trust.

Positive

  • None.

Negative

  • None.

Insights

Porat’s Form 4 shows routine GSU vesting with tax withholding, not open-market trading.

The filing shows Class C Google Stock Units (GSUs) vesting and converting into Alphabet Class C capital stock. Porat acquired 1,624 shares via conversion at $0.00 per share, a standard equity compensation event tied to employment-vesting schedules described in the footnotes.

An additional 1,639 GSUs were disposed of at $379.38 per share to satisfy tax obligations from the vesting, which is labeled as a tax-withholding transaction, not an open-market sale. Following these entries, Porat directly holds 902,564 Class C shares plus 69,225 GSUs, alongside substantial indirect holdings through the RAPP 2024 family trusts, indicating the activity is small relative to her total position.

Insider Porat Ruth
Role President and CIO
Type Security Shares Price Value
Conversion Class C Google Stock Units 1,624 $0.00 $0.00
Exercise Price or Tax Liability Class C Google Stock Units 1,639 $379.38 $622K
Conversion Class C Capital Stock 1,624 $0.00 $0.00
holding Class C Capital Stock -- -- --
holding Class C Capital Stock -- -- --
holding Class C Capital Stock -- -- --
holding Class C Google Stock Units -- -- --
holding Class C Google Stock Units -- -- --
Holdings After Transaction: Class C Google Stock Units — 155,984 shares (Direct); Class C Capital Stock — 902,564 shares (Direct); Class C Capital Stock — 120,000 shares (Indirect, The RAPP 2024 Irrevocable Trust); Class C Capital Stock — 135,950 shares (Indirect, RAPP 2024 GT Trust One); Class C Capital Stock — 921,695 shares (Indirect, RAPP 2024 GT Trust Two)
Footnotes (8)
  1. F1. 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 GSUs as each GSU vests. 7/45 of GSUs will vest on the 25th of the month of the Grant Date (April 8, 2026); 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s).
  2. F2. Vesting of GSU grant of which was previously reported in Form 4.
  3. F3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
  4. F4. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.
  5. F5. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust One.
  6. F6. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust Two.
  7. F7. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
  8. F8. The GSUs vest as follows: (i) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
GSUs converted to Class C shares 1,624 shares at $0.00 Conversion of derivative security on 2026-05-25
GSUs withheld for taxes 1,639 units at $379.38 Tax-withholding disposition on 2026-05-25
Direct Class C shares after transactions 902,564 shares Direct Alphabet Class C holdings following 2026-05-25
Direct Class C GSUs after transactions 69,225 units Class C Google Stock Units directly held after 2026-05-25
RAPP 2024 GT Trust Two holdings 921,695 shares Indirect Alphabet Class C via RAPP 2024 GT Trust Two
RAPP 2024 GT Trust One holdings 135,950 shares Indirect Alphabet Class C via RAPP 2024 GT Trust One
RAPP 2024 Irrevocable Trust holdings 120,000 shares Indirect Alphabet Class C via RAPP 2024 Irrevocable Trust
Class C Google Stock Units financial
"Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share"
GSUs financial
"7/45 of GSUs will vest on the 25th of the month of the Grant Date"
conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
tax obligations financial
"Shares withheld to satisfy tax obligations arising out of vesting of GSUs."
Irrevocable Trust financial
"The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
GT Trust financial
"sole trustee of the RAPP 2024 GT Trust One."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Alphabet (GOOG) executive Ruth Porat report in this Form 4?
Ruth Porat reported vesting of Google Stock Units (GSUs) that converted into Class C capital stock and a related tax-withholding transaction. The activity reflects routine equity compensation, not an open-market purchase or sale of Alphabet shares.

How many Alphabet Class C shares did Ruth Porat acquire through GSU conversion?
Ruth Porat acquired 1,624 shares of Alphabet Class C capital stock through conversion of Class C Google Stock Units at $0.00 per share. This resulted from vesting of previously granted GSUs described in the vesting schedules in the accompanying footnotes.

How many Alphabet (GOOG) units were withheld to cover Ruth Porat’s taxes?
A total of 1,639 Class C Google Stock Units were withheld at $379.38 per unit to satisfy tax obligations from the GSU vesting. This tax withholding is not an open-market sale but a standard mechanism to cover required tax liabilities.

What are Ruth Porat’s direct Alphabet Class C share holdings after these transactions?
After these transactions, Ruth Porat directly holds 902,564 shares of Alphabet Class C capital stock. She also directly holds 69,225 Class C Google Stock Units, which may convert into additional shares as they vest according to the detailed schedules in the footnotes.

What indirect Alphabet holdings does Ruth Porat have through family trusts?
Ruth Porat has indirect Alphabet Class C holdings through several RAPP 2024 family trusts. The positions include 921,695 shares in RAPP 2024 GT Trust Two, 135,950 shares in RAPP 2024 GT Trust One, and 120,000 shares in the RAPP 2024 Irrevocable Trust, as reported in the filing.

Does this Alphabet (GOOG) Form 4 show any open-market buying or selling by Ruth Porat?
The Form 4 does not show open-market purchases or sales by Ruth Porat. It records GSU vesting, conversion into Class C capital stock, and shares withheld for taxes. These are compensation and tax events rather than discretionary market trades in Alphabet shares.
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).
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*
Porat Ruth
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CIO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026		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 Google Stock Units(1)05/25/2026C(2)1,624D$069,225D
Class C Google Stock Units(1)05/25/2026F(3)1,639D$379.3867,586D
Class C Capital Stock05/25/2026C(2)1,624A$0902,564D
Class C Capital Stock120,000IThe RAPP 2024 Irrevocable Trust(4)
Class C Capital Stock135,950IRAPP 2024 GT Trust One(5)
Class C Capital Stock921,695IRAPP 2024 GT Trust Two(6)
Class C Google Stock Units(7)28,578D
Class C Google Stock Units(8)59,820D
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. 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 GSUs as each GSU vests. 7/45 of GSUs will vest on the 25th of the month of the Grant Date (April 8, 2026); 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s).
2. Vesting of GSU grant of which was previously reported in Form 4.
3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
4. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.
5. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust One.
6. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust Two.
7. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
8. The GSUs vest as follows: (i) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
/s/ Kenneth Yi, as Attorney-in-Fact for Ruth M. Porat05/27/2026
** 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