Alphabet (GOOG) director Ram Shriram discloses dividend-linked stock units

Rhea-AI Filing Summary

Alphabet Inc. director K. Ram Shriram reported routine equity awards related to his existing stock units. On December 15, 2025, he acquired small amounts of Class C Google Stock Units at a price of $0, representing dividend equivalent units (DEUs) that accrued on his previously granted Google Stock Units in connection with a cash dividend distributed on that date. These DEUs vest on the same schedule as the underlying stock units and each unit converts into one share of Alphabet Class C capital stock as it vests.

Following these transactions, Shriram beneficially owns significant positions in Alphabet, including 370,764 shares of Class A Common Stock held directly and 488,081 shares of Class C Capital Stock held directly, along with additional Class A and Class C shares held indirectly through a limited partnership, his spouse, and multiple irrevocable trusts where he or his spouse serve as trustee, beneficiary, or annuitant.

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^*

Shriram Kavitark Ram

(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)
12/15/2025

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 Google Stock Units(1)	12/15/2025		A		0.31(2)	A	$0	463(3)	D
Class C Google Stock Units(4)	12/15/2025		A		0.8(2)	A	$0	1,133(5)	D
Class C Google Stock Units(6)	12/15/2025		A		0.9(2)	A	$0	1,270(7)	D
Class C Google Stock Units(8)	12/15/2025		A		1(2)	A	$0	1,809(9)	D
Class A Common Stock								370,764	D
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								369,744	I	By Spouse
Class A Common Stock								199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(10)
Class A Common Stock								197,600	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(11)
Class A Common Stock								168,110	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(12)
Class A Common Stock								168,110	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(13)
Class C Capital Stock								168,110	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(14)
Class C Capital Stock								168,110	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(13)
Class C Capital Stock								197,600	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(11)
Class C Capital Stock								199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(10)
Class C Capital Stock								338,600	I	By Limited Partnership
Class C Capital Stock								398,570	I	By Spouse
Class C Capital Stock								488,081	D
Class C Capital Stock								500,000	I	Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust(15)
Class C Capital Stock								500,000	I	Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust(16)

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 Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

2. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of December 8, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on December 15, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

3. Consists of 3 DEUs and 460 GSUs.

4. 1/48th of GSUs vested on July 25, 2023 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.

5. Consists of 8 DEUs and 1125 GSUs.

6. 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 service on the Board on the applicable vesting dates.

7. Consists of 8 DEUs and 1262 GSUs.

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.

9. Consists of 3 DEUs and 1806 GSUs.

10. The Reporting Person is both trustee and sole annuitant of the Ram Shriram Trust UA 09/10/2021.

11. The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram Trust UA 09/10/2021.

12. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022

13. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

14. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.

15. The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25.

16. The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25.

	/s/ Fadillah Badar, as Attorney-in-Fact for K. Ram Shriram	12/18/2025
	** 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 insider transaction did Alphabet (GOOG) report for K. Ram Shriram?

The filing shows that K. Ram Shriram, a director of Alphabet Inc., acquired small amounts of Class C Google Stock Units on December 15, 2025. These were dividend equivalent units (DEUs) that accrued on his existing Google Stock Units due to a cash dividend paid by Alphabet and were received at a price of $0.

Were any Alphabet (GOOG) shares sold by K. Ram Shriram in this filing?

No sales are reported in this filing. The transactions reflect acquisitions of Class C Google Stock Units, specifically dividend equivalent units credited in connection with a cash dividend, rather than open-market purchases or sales of Alphabet shares.

What are Google Stock Units (GSUs) and DEUs in this Alphabet (GOOG) filing?

Google Stock Units (GSUs) entitle the reporting person to receive one share of Alphabet Class C Capital Stock for each unit as it vests on specified monthly schedules, subject to continued service. Dividend equivalent units (DEUs) are additional units that accrue on those GSUs when Alphabet pays a cash dividend, and each DEU also converts into one Class C share as it vests.

How many Alphabet (GOOG) shares does K. Ram Shriram directly own after these transactions?

After the reported transactions, K. Ram Shriram directly owns 370,764 shares of Alphabet Class A Common Stock and 488,081 shares of Alphabet Class C Capital Stock, in addition to other indirect holdings disclosed in the filing.

What indirect Alphabet (GOOG) holdings does K. Ram Shriram report?

The filing lists indirect ownership of Alphabet shares through a limited partnership, his spouse, and several irrevocable trusts dated 09/10/2021, 10/28/2022, and 04/10/2025. In these trusts, Shriram or his spouse serve as trustee, beneficiary, or sole annuitant, giving them beneficial ownership of additional Class A and Class C shares.

What is K. Ram Shriram’s relationship to Alphabet (GOOG)?

The filing identifies K. Ram Shriram as a director of Alphabet Inc. He is not marked as a 10% owner on the form but holds substantial direct and indirect positions in both Alphabet Class A Common Stock and Class C Capital Stock.