GOOG director files Form 4 on 10b5-1 Class C share sales

Rhea-AI Filing Summary

Alphabet Inc. director reports planned stock sales

An Alphabet Inc. director reported a series of open-market sales of Class C Capital Stock on 11/13/2025, executed by the John L. Hennessy and Andrea J. Hennessy Revocable Trust. The trust sold multiple small blocks, such as 82, 100 and 72 shares, at weighted average prices generally between about $278.58 and $283.05, all coded as sales and reported as indirect ownership by the trust.

After these transactions, the reporting person indirectly holds 4,516 shares of Alphabet Class C Capital Stock and 21,824 shares of Class A Common Stock through the trust, along with several tranches of Class C Google Stock Units, including 745, 1,702, 1,870 and 2,642 units. All sale transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 5, 2024.

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
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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).

X

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 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)
11/13/2025

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 Capital Stock	11/13/2025		S		82	D	$279.07(1)	5,034	I	By Trust
Class C Capital Stock	11/13/2025		S		46	D	$280.11(2)	4,988	I	By Trust
Class C Capital Stock	11/13/2025		S		62	D	$281.08(3)	4,926	I	By Trust
Class C Capital Stock	11/13/2025		S		10	D	$283.04	4,916	I	By Trust
Class C Capital Stock	11/13/2025		S		53	D	$278.87(4)	4,863	I	By Trust
Class C Capital Stock	11/13/2025		S		100	D	$279.97(5)	4,763	I	By Trust
Class C Capital Stock	11/13/2025		S		37	D	$280.91(6)	4,726	I	By Trust
Class C Capital Stock	11/13/2025		S		10	D	$283.05	4,716	I	By Trust
Class C Capital Stock	11/13/2025		S		72	D	$278.98(7)	4,644	I	By Trust
Class C Capital Stock	11/13/2025		S		68	D	$279.9(8)	4,576	I	By Trust
Class C Capital Stock	11/13/2025		S		50	D	$281.13(9)	4,526	I	By Trust
Class C Capital Stock	11/13/2025		S		10	D	$283.04	4,516	I	By Trust
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								894	D
Class C Google Stock Units(10)								745	D
Class C Google Stock Units(11)								1,702	D
Class C Google Stock Units(12)								1,870	D
Class C Google Stock Units(13)								2,642	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.58 to $279.53, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (12) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.65 to $280.34, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.73 to $281.38, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.30 to $279.13, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.42 to $280.40, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.43 to $281.38 inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.58 to $279.53, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.61to $280.26, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.78 to $281.37, inclusive.

10. 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 GSUs vested on July 25, 2022 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.

11. 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.

12. 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.

13. 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.

Remarks:

All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 5, 2024.

	/s/ Fadillah Badar, as Attorney-in-Fact for John L. Hennessy	11/17/2025
	** 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.

FAQ

What insider transaction did Alphabet (GOOG) report in this Form 4?

The filing shows an Alphabet Inc. director, through the John L. Hennessy and Andrea J. Hennessy Revocable Trust, sold multiple small blocks of Class C Capital Stock on 11/13/2025 in open-market transactions.

How many Alphabet Class C shares did the reporting person hold after the 11/13/2025 sales?

Following the reported transactions on 11/13/2025, the reporting person indirectly held 4,516 shares of Alphabet Class C Capital Stock through the trust.

What was the price range for the Alphabet (GOOG) Class C shares sold?

The sales were reported at weighted average prices, with underlying transaction prices ranging from $278.30 to $281.38 in various tranches, and individual reported prices such as $279.07, $280.11, and $283.05.

How many Alphabet Class A shares does the reporting person still own indirectly?

The table shows the reporting person indirectly owns 21,824 shares of Alphabet Class A Common Stock through the trust, separate from the Class C holdings.

What are the Class C Google Stock Units reported in this Alphabet Form 4?

The filing lists several blocks of Class C Google Stock Units (GSUs), including 745, 1,702, 1,870 and 2,642 units. Each GSU entitles the holder to receive one share of Alphabet Class C Capital Stock as the units vest according to the stated monthly vesting schedules.

Were the Alphabet (GOOG) insider sales part of a Rule 10b5-1 trading plan?

Yes. The remarks state all sale transactions were effected under a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 5, 2024.

What is the director’s relationship to Alphabet Inc. in this filing?

The relationship section indicates the reporting person is a Director of Alphabet Inc., with the reported holdings and transactions made indirectly via the revocable trust.