Alphabet (GOOG) director Form 4 shows stock sales and GSU dividend units

Rhea-AI Filing Summary

Alphabet Inc. director John L. Hennessy, through a revocable trust, reported multiple small open-market sales of Class C capital stock on 12/15/2025, at weighted average prices generally around $306–$309 per share. After these sales, the trust continued to hold a few thousand Class C shares and 21,824 shares of Class A common stock, while Hennessy also held Class C shares directly.

The filing also reports the automatic crediting of dividend equivalent units (DEUs) on existing Class C Google Stock Units as of 12/08/2025, tied to a cash dividend distributed on 12/15/2025. These DEUs and the underlying GSUs each convert into one share of Class C stock as they vest under previously disclosed monthly vesting schedules. All reported sale transactions were made under a Rule 10b5-1 trading plan adopted on 11/05/2024.

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

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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).

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)
12/15/2025

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	12/15/2025		S		33	D	$306.68(1)	4,483	I	By Trust
Class C Capital Stock	12/15/2025		S		78	D	$307.9(2)	4,405	I	By Trust
Class C Capital Stock	12/15/2025		S		89	D	$309.02(3)	4,316	I	By Trust
Class C Capital Stock	12/15/2025		S		50	D	$307.08(4)	4,266	I	By Trust
Class C Capital Stock	12/15/2025		S		90	D	$308.26(5)	4,176	I	By Trust
Class C Capital Stock	12/15/2025		S		60	D	$309.07(6)	4,116	I	By Trust
Class C Capital Stock	12/15/2025		S		30	D	$306.58(7)	4,086	I	By Trust
Class C Capital Stock	12/15/2025		S		50	D	$307.59(8)	4,036	I	By Trust
Class C Capital Stock	12/15/2025		S		92	D	$308.65(9)	3,944	I	By Trust
Class C Capital Stock	12/15/2025		S		28	D	$309.32(10)	3,916	I	By Trust
Class C Google Stock Units(11)	12/15/2025		A		0.5(12)	A	$0	665(13)	D
Class C Google Stock Units(14)	12/15/2025		A		1(12)	A	$0	1,619(15)	D
Class C Google Stock Units(16)	12/15/2025		A		1(12)	A	$0	1,813(17)	D
Class C Google Stock Units(18)	12/15/2025		A		2(12)	A	$0	2,584(19)	D
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								1,177	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 $306.38 to $307.07, 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 $307.58 to $308.54, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.77 to $309.61, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.68 to $307.57, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.72 to $308.72, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.82 to $309.68, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.08 to $306.88, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.14 to $307.79, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.15 to $309, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.11 to $309.71, inclusive.

11. 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.

12. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of December 8, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on December 15, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

13. Consists of 5 DEU and 660 GSUs.

14. 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.

15. Consists of 12 DEU and 1607 GSUs.

16. 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.

17. Consists of 11 DEU and 1802 GSUs.

18. 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.

19. Consists of 4 DEU and 2580 GSUs.

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	12/17/2025
	** 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.
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FAQ

What insider activity at Alphabet (GOOG) is disclosed in this Form 4?

The filing shows John L. Hennessy, a director of Alphabet Inc., reporting multiple small open-market sales of Class C capital stock on 12/15/2025 through a revocable trust, at weighted average prices in the low $300s per share, and updated holdings of both Class A and Class C shares.

How many Alphabet (GOOG) shares does the reporting person hold after these transactions?

Following the reported transactions, the trust beneficially owns 3,916 shares of Alphabet Class C capital stock and 21,824 shares of Class A common stock, while 1,177 Class C shares are reported as held directly. Additional Class C shares are tied to outstanding Google Stock Units and dividend equivalent units that vest over time.

What prices were Alphabet (GOOG) shares sold for in this insider filing?

The Class C capital stock sales on 12/15/2025 were executed in multiple trades at weighted average prices reported around $306.68, $307.90, $309.02, $307.08, $308.26, $309.07, $306.58, $307.59, $308.65, and $309.32 per share, with footnotes noting price ranges within each average.

What are Google Stock Units and dividend equivalent units mentioned for Alphabet (GOOG)?

Class C Google Stock Units (GSUs) each entitle the holder to receive one share of Alphabet Class C capital stock as they vest on monthly schedules. Dividend equivalent units (DEUs) accrued on the GSUs held as of 12/08/2025 in connection with a cash dividend distributed on 12/15/2025, and each DEU also converts into one Class C share as it vests.

Was the Alphabet (GOOG) insider trading activity under a Rule 10b5-1 plan?

Yes. The filing states that all sale transactions on 12/15/2025 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 11/05/2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What is John L. Hennessy’s role at Alphabet (GOOG)?

The reporting person is identified as a Director of Alphabet Inc. on the form, and the filing is made for one reporting person, with many of the reported holdings and transactions carried out through a revocable trust.