Alphabet director gifts Class C shares to trust

Alphabet Inc. director John L. Hennessy reported bona fide gift transfers of Class C Capital Stock.

Rhea-AI Filing Summary

Alphabet Inc. director John L. Hennessy reported bona fide gift transfers of Class C Capital Stock. On August 5, 2026 he gifted 1,738 Class C shares from direct ownership and a trust received 1,738 shares, leaving 0.071 Class C shares held directly and 3,219 held indirectly by a trust. Separate holdings show the trust also holds 20,624 Class A shares. In addition, several Class C Google Stock Unit awards each entitle him to one Class C share as they vest in monthly installments, subject to continued service. The report’s Rule 10b5-1 trading plan checkbox is unchecked.

Insider Trade Summary

3,476 shares gifted

Gift 7 txns

Insider Hennessy John L.

Role Director

Type	Security	Shares	Price	Value
Gift	Class C Capital Stock	1,738	$0.00	$0.00
Gift	Class C Capital Stock	1,738	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class C Google Stock Units F1	--	--	--
holding	Class C Google Stock Units F2	--	--	--
holding	Class C Google Stock Units F3	--	--	--
holding	Class C Google Stock Units F4	--	--	--

Holdings After Transaction: Class C Capital Stock — 0.071 shares (Direct); Class C Capital Stock — 3,219 shares (Indirect, By Trust); Class A Common Stock — 20,624 shares (Indirect, By Trust); Class C Google Stock Units — 5,762 shares (Direct)

Footnotes (4)

1. F1. 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 GSU grant vested on July 25, 2022 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.
2. F2. 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.
3. F3. 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.
4. F4. 1/48 of GSUs shall vest on the 25th of the month of the Grant Date, vesting 1/48 every 1 month(s) for 7 event(s); 1/48 of GSUs shall vest on the 1st of the month 7 month(s) after the Grant Date, vesting 1/48 every 1 month(s) for 41 event(s), subject to continued employment on such vesting date(s).

Key Figures

Class C shares gifted from direct holding: 1,738 shares Total Class C shares gifted that day: 3,476 shares Direct Class C shares after gift: 0.071 shares +2 more

5 metrics

Class C shares gifted from direct holding 1,738 shares Bona fide gift of Class C Capital Stock on August 5, 2026

Total Class C shares gifted that day 3,476 shares Aggregate Class C shares transferred as gifts on August 5, 2026

Direct Class C shares after gift 0.071 shares Direct Alphabet Class C holdings remaining after reported gift

Indirect Class C shares after gift 3,219 shares Alphabet Class C shares held indirectly by trust after gift

Indirect Class A shares held by trust 20,624 shares Alphabet Class A Common Stock held indirectly by trust

Key Terms

bona fide gift, Google Stock Units (GSU), indirect ownership, vesting

4 terms

bona fide gift regulatory

"Transaction code G is described as a "bona fide gift" of stock."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Google Stock Units (GSU) financial

"The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share."

indirect ownership financial

"Certain shares are reported as indirect ownership "By Trust"."

vesting financial

"1/48th of GSU grants vest monthly on specified dates, subject to continued service."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider share transfers did Alphabet (GOOG) director John L. Hennessy report?

John L. Hennessy reported bona fide gifts of Alphabet Class C shares. On August 5, 2026 he transferred 1,738 Class C shares out of direct ownership and a trust received 1,738 shares, for total gifted Class C shares of 3,476 that day.

How many Alphabet (GOOG) Class C shares does John L. Hennessy hold after the reported gifts?

After the gifts, Hennessy holds 0.071 Alphabet Class C shares directly. A trust associated with him holds 3,219 Class C shares indirectly, according to the holdings information reported for the same date, reflecting the shift from direct to trust ownership.

What are John L. Hennessy’s indirect Alphabet (GOOG) Class A share holdings?

The report lists 20,624 Alphabet Class A Common Stock shares held indirectly by a trust. This Class A position is disclosed as a holding entry, separate from the Class C gift transactions, and reflects the trust’s Class A ownership after the reported date.

Were John L. Hennessy’s Alphabet (GOOG) share transfers under a Rule 10b5-1 trading plan?

The report’s Rule 10b5-1 checkbox is unchecked, so these transactions are not identified as being under such a trading plan. No footnote describes any pre-arranged trading plan in connection with the reported bona fide gifts of Class C shares.

How do John L. Hennessy’s Alphabet (GOOG) Google Stock Units (GSUs) work?

Each Google Stock Unit (GSU) entitles Hennessy to receive one Alphabet Class C share as it vests. Footnotes describe GSU grants vesting in 1/48 monthly installments, with vesting contingent on his continued service on specified vesting dates.

What types of ownership are reported for John L. Hennessy’s Alphabet (GOOG) shares?

The report shows both direct and indirect ownership. After gifting Class C shares, Hennessy retains a small direct Class C position, while a trust holds 3,219 Class C and 20,624 Class A shares as indirect holdings attributed to him.

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

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Available on EDGAR 08/06/2026 - 09:35 PM Accepted by SEC EDGAR 08/06/2026 - 09:34 PM Learn about SEC filing dates

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).

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class C Capital Stock	08/05/2026		G		1,738	D	$0	0.071	D
Class C Capital Stock	08/05/2026		G		1,738	A	$0	3,219	I	By Trust
Class A Common Stock								20,624	I	By Trust
Class C Google Stock Units(1)								938	D
Class C Google Stock Units(2)								1,347	D
Class C Google Stock Units(3)								2,106	D
Class C Google Stock Units(4)								1,371	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 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 GSU grant vested on July 25, 2022 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.

2. 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.

3. 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.

4. 1/48 of GSUs shall vest on the 25th of the month of the Grant Date, vesting 1/48 every 1 month(s) for 7 event(s); 1/48 of GSUs shall vest on the 1st of the month 7 month(s) after the Grant Date, vesting 1/48 every 1 month(s) for 41 event(s), subject to continued employment on such vesting date(s).

	/s/ Fadillah Badar, as Attorney-in-Fact for John L. Hennessy	08/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)