Alphabet (NASDAQ: GOOG) CLO logs GSU vesting and tax-share withholding

Rhea-AI Filing Summary

Alphabet Inc. President, Global Affairs and CLO John Kent Walker reported routine equity compensation activity involving Class C shares. Several tranches of Class C Google Stock Units converted into Class C capital stock as they vested, with no open-market purchases or sales disclosed.

The company withheld 9,078 Class C shares at 289.20 per share to satisfy tax obligations arising from GSU vesting. Following these transactions, Walker holds 59,820 Class C shares directly and 60,801 Class C shares indirectly through Arete Trust.

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^*

WALKER JOHN KENT

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Global Affairs, CLO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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 Google Stock Units(1)	03/25/2026		C(2)		4,740	D	$0	33,363	D
Class C Google Stock Units(1)	03/25/2026		F(3)		4,785	D	$289.2	28,578	D
Class C Google Stock Units(4)	03/25/2026		C(2)		4,254	D	$0	64,113	D
Class C Google Stock Units(4)	03/25/2026		F(3)		4,293	D	$289.2	59,820	D
Class C Capital Stock	03/25/2026		C(2)		8,994	A	$0	32,501	D
Class C Capital Stock								60,801	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees

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. 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. 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.

2. Vesting of GSUs grant of which was previously reported in Form 4.

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

4. The GSUs vest as follows: (i) 27/260th of the grant will vest 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 John Kent Walker	03/27/2026
	** 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)

FAQ

What did Alphabet (GOOG) executive John Kent Walker report in this Form 4?

John Kent Walker reported routine equity compensation activity. Class C Google Stock Units vested and converted into Class C capital stock, and some shares were withheld to cover tax obligations. No open-market share purchases or sales were disclosed in these transactions.

Were any Alphabet (GOOG) shares sold on the open market in this filing?

No open-market sales were reported. Shares marked with code F were withheld to satisfy tax obligations related to vesting of Class C Google Stock Units, at a price of 289.20 per share, rather than being sold in market transactions.

How many Alphabet Class C shares were withheld for taxes for John Kent Walker?

A total of 9,078 Class C shares were withheld to satisfy tax obligations arising from the vesting of Class C Google Stock Units. These tax-withholding dispositions are coded F and represent payment of tax liability by delivering securities to the company.

What are Class C Google Stock Units (GSUs) reported by Alphabet (GOOG)?

Class C Google Stock Units entitle the holder to receive one share of Alphabet Class C capital stock for each unit as it vests. The footnotes describe a scheduled vesting pattern over multiple dates, subject to the executive’s continued employment on those vesting dates.

How many Alphabet Class C shares does John Kent Walker hold after these transactions?

After these transactions, John Kent Walker holds 59,820 Class C shares directly. He also has 60,801 Class C shares held indirectly through Arete Trust, where he and another trustee are listed, reflecting additional beneficial ownership outside his direct holdings.

Do the reported Alphabet (GOOG) transactions indicate option exercises or GSU vesting?

The transactions reflect conversion of derivative securities, specifically Class C Google Stock Units vesting into Class C capital stock, coded C. Footnotes confirm these entries relate to vesting of previously granted GSUs under scheduled vesting terms tied to continued employment.