Alphabet (NASDAQ: GOOG) president reports PSU vesting, tax sale

Rhea-AI Filing Summary

Alphabet Inc. President and CIO Ruth Porat reported equity award activity involving Class C capital stock. On January 13, 2026, she acquired 47,574 shares of Class C stock at $0 upon certification that performance targets were met for performance stock units granted on May 3, 2023. The award paid out at 200% of target after Alphabet’s total shareholder return of 203.65%, which ranked at the 92.86th percentile versus S&P 100 companies.

On the same date, 47,141 shares of Class C stock at $332.73 were withheld to cover tax obligations from the PSU vesting, leaving 720,954 Class C shares held directly. She also reports 38,045 and 68,265 Class C Google Stock Units that vest over time, and indirect holdings of 120,000, 200,000, and 975,000 Class C shares through the RAPP 2024 Irrevocable Trust, RAPP 2024 GT Trust One, and RAPP 2024 GT Trust Two.

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^*

Porat Ruth

(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 and CIO

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	768,095	D
Class C Capital Stock	01/13/2026		F(2)		47,141	D	$332.73	720,954	D
Class C Google Stock Units(3)								38,045	D
Class C Google Stock Units(4)								68,265	D
Class C Capital Stock								120,000	I	The RAPP 2024 Irrevocable Trust(5)
Class C Capital Stock								200,000	I	RAPP 2024 GT Trust One(6)
Class C Capital Stock								975,000	I	RAPP 2024 GT Trust Two(7)

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 the Reporting Person's PSUs.

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.

5. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.

6. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GP Trust One.

7. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GP Trust Two.

	/s/ Kenneth Yi, as Attorney-in-Fact for Ruth M. Porat	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 activity did Alphabet (GOOG) report for Ruth Porat?

The filing shows that Ruth Porat, Alphabet’s President and CIO, reported equity award activity on January 13, 2026, including the vesting of performance stock units into Class C capital stock and related tax share withholding, along with updates to her direct and indirect holdings and Google Stock Units.

How many Alphabet Class C shares did Ruth Porat acquire and at what cost?

She acquired 47,574 Class C shares at a price of $0 per share. These shares were delivered upon certification that performance criteria were satisfied for a prior grant of performance stock units made on May 3, 2023.

Why were 47,141 Alphabet shares withheld in this Form 4?

The filing states that 47,141 Class C shares at $332.73 per share were withheld to satisfy tax obligations arising from the vesting of Ruth Porat’s performance stock units.

What performance results triggered Ruth Porat’s PSU payout at Alphabet?

The award was tied to Alphabet’s total shareholder return (TSR) relative to S&P 100 companies over a three-year period ending December 31, 2025. Alphabet’s TSR of 203.65% ranked at the 92.86th percentile, leading to a 200% of target payout, or 47,574 shares including share-settled dividends.

What Alphabet Google Stock Units does Ruth Porat hold and how do they vest?

She reports 38,045 and 68,265 Class C Google Stock Units (GSUs), each entitling her to one share of Class C stock upon vesting. One grant began vesting in 2024 with portions vesting quarterly on the 25th day of the month, and the other vests in specified fractions on March 25, June 25, September 25, and December 25, 2025, then quarterly dates through January 1, 2028, in each case subject to continued employment.

What indirect Alphabet share holdings are reported through trusts for Ruth Porat?

The report lists indirect ownership of 120,000 Class C shares through the RAPP 2024 Irrevocable Trust, 200,000 shares through RAPP 2024 GT Trust One, and 975,000 shares through RAPP 2024 GT Trust Two. Footnotes describe her roles as settlor or grantor and her spouse’s role as trustee for these trusts.