Sundar Pichai (GOOG) gifts over 1.1M Alphabet Class C shares to trusts

Rhea-AI Filing Summary

Alphabet Inc. Chief Executive Officer Sundar Pichai reported a series of bona fide gifts of Class C Capital Stock for estate planning purposes. On February 26, 2026, he transferred a total of 1,111,464 shares of Class C stock at a reported price of $0.00 per share.

Of this total, 555,732 Class C shares were transferred to the Sundararajan Pichai 2026 Annuity Trust, where he is the sole trustee and sole annuitant. The remaining 555,732 Class C shares were transferred to his spouse, who immediately contributed them to the Anjali Pichai 2026 Annuity Trust, where she is sole trustee and annuitant. The filing specifies that no sale or purchase of securities was involved, and Pichai disclaims beneficial ownership of shares held by his spouse’s trust except for any indirect pecuniary interest. Following these moves, he reports direct ownership of 1,707,060 Class C shares and 227,560 Class A shares.

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^*

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)
02/26/2026

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	02/26/2026		G(1)		1,111,464	D	$0	1,707,060	D
Class C Capital Stock	02/26/2026		G(1)		555,732	A	$0	555,732	I	Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026
Class C Capital Stock	02/26/2026		G(1)		555,732	A	$0	555,732	I	Spouse
Class C Capital Stock	02/26/2026		G(1)		555,732	D	$0	0	I	Spouse
Class C Capital Stock	02/26/2026		G(1)		555,732	A	$0	555,732	I	Anjali Pichai 2026 Annuity Trust dtd 02/18/2026
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. On February 26, 2026, the Reporting Person transferred a total of 1,111,464 shares of Class C Capital Stock for estate planning purposes. 555,732 of such shares of Class C Capital Stock were transferred to the Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026, for which the Reporting Person serves as the sole trustee and sole annuitant. The remaining 555,732 shares of Class C Capital stock were ransferred to his spouse, who immediately contributed such shares to the Anjali Pichai 2026 Annuity Trust dtd 02/18/2026, for which the spouse serves as the sole trustee and sole annuitant. No sale or purchase of securities was involved in these transactions. The Reporting Person disclaims beneficial ownership of the shares held by his spouse's trust, except to the extent of his indirect pecuniary interest herein.

	/s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	03/02/2026
	** 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).
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FAQ

What did Alphabet (GOOG) CEO Sundar Pichai report in this Form 4 filing?

Sundar Pichai reported gifting 1,111,464 shares of Alphabet Class C stock for estate planning purposes. These transfers are characterized as bona fide gifts, with no sale or purchase of securities involved, and are partly routed through newly formed annuity trusts.

How many Alphabet Class C shares did Sundar Pichai transfer as gifts?

He transferred a total of 1,111,464 Alphabet Class C shares on February 26, 2026. The filing describes the entire amount as bona fide gifts completed at a reported per-share price of $0.00, structured for estate planning rather than open-market selling.

To which entities were Sundar Pichai’s gifted Alphabet shares transferred?

555,732 Class C shares went to the Sundararajan Pichai 2026 Annuity Trust, where he is sole trustee and annuitant. Another 555,732 shares went to his spouse, who immediately contributed them to the Anjali Pichai 2026 Annuity Trust, where she serves as sole trustee and annuitant.

Did Sundar Pichai sell any Alphabet (GOOG) shares in this reported activity?

No, the filing explicitly states that no sale or purchase of securities was involved. The transactions are coded as bona fide gifts, indicating non-cash estate planning transfers instead of open-market buying or selling of Alphabet Class C Capital Stock.

What Alphabet shareholdings does Sundar Pichai report after these gift transfers?

After the transactions, he reports direct ownership of 1,707,060 Class C shares and 227,560 Class A shares. He also reports indirect interests through trusts, while expressly disclaiming beneficial ownership of shares held by his spouse’s trust, except for any indirect pecuniary interest.

How does Sundar Pichai characterize his beneficial ownership of his spouse’s Alphabet trust shares?

He disclaims beneficial ownership of the shares held by his spouse’s Anjali Pichai 2026 Annuity Trust. The filing notes he recognizes only any indirect pecuniary interest in those Class C shares, clarifying that primary control and benefit rest with his spouse’s trust.