Alphabet (NASDAQ: GOOG) CLO reports PSU vesting and GSU tax shares

Rhea-AI Filing Summary

Alphabet Inc. President, Global Affairs and CLO John Kent Walker reported equity transactions in Alphabet Class C capital stock. On January 13, 2026, he acquired 47,574 shares at $0 upon certification that performance criteria were met for a performance stock unit (PSU) award granted on May 3, 2023. The footnotes state that Alphabet’s total shareholder return of 203.65% over a three-year period ranked at the 92.86th percentile versus S&P 100 companies, resulting in a payout of 200% of target, or 47,574 shares including share‑settled dividends.

On the same date, 47,141 shares of Class C stock were withheld at $332.73 per share to cover tax obligations from vesting of Google Stock Units (GSUs). After these transactions, Walker directly held 23,939 Class C shares, with an additional 60,801 Class C shares held indirectly through Arete Trust, where he and another individual serve as trustees. He also reported holdings of Class C GSUs that convert to one Class C share per unit as they vest under schedules extending through 2028, contingent on continued employment.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		A(1)		47,574	A	$0	71,080	D
Class C Capital Stock	01/13/2026		F(2)		47,141	D	$332.73	23,939	D
Class C Capital Stock								60,801	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees
Class C Google Stock Units(3)								38,077	D
Class C Google Stock Units(4)								68,319	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 shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of performance criteria underlying an award of performance stock units (PSUs) granted to the Reporting Person on May 3, 2023 under the terms of Alphabet's Amended and Restated 2021 Stock Plan and applicable PSU award agreement. The award provided that if Alphabet's total shareholder return (TSR) performance relative to S&P 100 companies is between the 25th percentile (for 50% target payout) and 75th percentile (for 200% target payout) for the three-year performance period ending December 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 203.65%, which ranked Alphabet's TSR at the 92.86th percentile relative to S&P 100 companies, resulting in a payout of 200% of target or 47,574 shares, including share-settled dividends.

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

3. 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.

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	01/15/2026
	** 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 transactions did Alphabet (GOOG) executive John Kent Walker report?

John Kent Walker reported acquiring 47,574 Alphabet Class C shares at $0 from a performance stock unit (PSU) award and having 47,141 shares withheld at $332.73 per share to satisfy tax obligations from vesting Google Stock Units (GSUs).

Why did John Kent Walker receive 47,574 Alphabet Class C shares?

The 47,574 shares were issued upon certification that performance criteria were satisfied for a May 3, 2023 PSU award. Alphabet’s three‑year total shareholder return of 203.65%, ranking at the 92.86th percentile versus S&P 100 companies, triggered a 200% of target payout, including share‑settled dividends.

What does the 47,141 Alphabet share withholding represent for GOOG?

The 47,141 Alphabet Class C shares were withheld to satisfy tax obligations arising from the vesting of Google Stock Units (GSUs), as described in the footnotes. This is a tax‑related withholding rather than an open‑market sale.

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

Following the reported transactions, John Kent Walker directly held 23,939 Alphabet Class C shares and indirectly held 60,801 Class C shares through Arete Trust, where he and another individual serve as trustees.

What are Google Stock Units (GSUs) reported by John Kent Walker?

Class C Google Stock Units (GSUs) entitle him to receive one Alphabet Class C share per unit as each GSU vests. Footnotes describe vesting schedules starting in 2024 and continuing quarterly through 2028, subject to continued employment on the applicable vesting dates.

How is Alphabet’s performance linked to John Kent Walker’s PSU payout?

The PSU award payout depended on Alphabet’s total shareholder return relative to S&P 100 companies for a three‑year period ending December 31, 2025. A 203.65% TSR placed Alphabet at the 92.86th percentile, resulting in a 200% of target PSU payout, which translated into 47,574 shares.