GOOGL Form 4: Trust annuity moves 121,764 Class A and C shares to director and spouse

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) director K. Ram Shriram reported changes in beneficial ownership on 09/25/2025. The filing shows annuity payments from two 2021 irrevocable GRATs that transferred 121,764 shares of Class A common stock and 121,764 shares of Class C capital stock to the reporting person and the reporting person’s spouse respectively. The filer states these annuity transfers are a "mere change in form of beneficial ownership" and believes they are exempt from Section 16(a) and 16(b) under Rule 16a-13. The Form 4 also lists additional indirect holdings across multiple trusts and limited partnerships and shows various Google Stock Units vesting schedules.

Positive

• Transparent disclosure of annuity transfers and trustee/annuitant roles for each trust
• No cash sales reported; transfers are documented as $0 annuity distributions
• Detailed vesting schedules for Google Stock Units are provided, clarifying future share deliveries

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Trust annuity transfers reported; trustee roles and spousal transfers noted, characterized as exempt mere changes in form.

The filing discloses structured estate planning: annuity distributions from two 2021 GRATs delivered equal blocks of Class A and Class C shares to the reporting person and spouse. The reporting person identifies trustee and annuitant roles for the trusts, and invokes Rule 16a-13 to treat these as changes in form rather than reportable purchases or sales for liability under Sections 16(a)/(b). The disclosure is consistent with internal transfers tied to pre-existing trusts and does not assert open-market transactions or compensation events.

Securities Analyst

TL;DR: Insider ownership adjusted via GRAT annuities; no cash consideration and multiple indirect holdings remain.

The reported movements are annuity payments, not cash sales or purchases: 121,764 shares each of Class A and Class C were moved from 2021 RS and VS irrevocable trusts to the reporting person and spouse. The Form 4 records both dispositions and acquisitions with $0 price, reflecting internal trust distributions. The filing also catalogs sizable indirect holdings across 2022 and 2025 trusts, limited partnerships, and outstanding Google Stock Units with layered vesting schedules, which maintain continued economic exposure to Alphabet equity.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shriram Kavitark Ram

(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)
09/25/2025

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 A Common Stock	09/25/2025		G(1)	V	121,764	D	$0	199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class A Common Stock	09/25/2025		G(1)	V	121,764	A	$0	351,164	D
Class A Common Stock	09/25/2025		G(2)	V	121,764	D	$0	197,580	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class A Common Stock	09/25/2025		G(2)	V	121,764	A	$0	350,164	I	By Spouse
Class C Capital Stock	09/25/2025		G(1)	V	121,764	D	$0	199,100	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class C Capital Stock	09/25/2025		G(1)	V	121,764	A	$0	467,447	D
Class C Capital Stock	09/25/2025		G(2)	V	121,764	D	$0	197,580	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class C Capital Stock	09/25/2025		G(2)	V	121,764	A	$0	378,990	I	By Spouse
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								187,710	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(3)
Class A Common Stock								187,710	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(4)
Class C Capital Stock								187,710	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(3)
Class C Capital Stock								187,710	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(4)
Class C Capital Stock								500,000	I	Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust(5)
Class C Capital Stock								500,000	I	Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust(6)
Class C Capital Stock								338,600	I	By Limited Partnership
Class C Google Stock Units(7)								604	D
Class C Google Stock Units(8)								1,251	D
Class C Google Stock Units(9)								1,350	D
Class C Google Stock Units(10)								1,892	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. Reflects an annuity payment on September 25, 2025 of 121,764 shares of Class A Common stock and 121,764 shares of Class C Capital stock from the 2021 RS Irrevocable Trust UAD 9/10/2021 (2021 GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2021 GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

2. Reflects an annuity payment on September 25, 2025 of 121,764 shares of Class A Common stock and 121,764 shares of Class C Capital stock from the 2021 VS Irrevocable Trust UAD 9/10/2021 (2021 VS GRAT) to the Reporting Person's spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2021 VS GRAT. The Reporting Person believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Exchange Act.

3. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.

4. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

5. The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25.

6. The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25.

7. The Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

8. 1/48th of GSUs vested on July 25, 2023 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.

9. 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 service on the Board on the applicable vesting dates.

10. 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.

	/s/ Fadillah Badar as Attorney-in-Fact for K. Ram Shriram	09/29/2025
	** 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 did K. Ram Shriram report on the Form 4 for Alphabet (GOOGL)?

The Form 4 reports annuity payments on 09/25/2025 transferring 121,764 Class A shares and 121,764 Class C shares from 2021 GRATs to the reporting person and to the reporting person’s spouse.

Were any shares bought or sold for cash in this Form 4?

No. The filing shows transfers with a reported price of $0, reflecting annuity distributions rather than open-market purchases or sales.

Why does the filer claim the transfers are exempt from Sections 16(a) and 16(b)?

The reporting person states the annuity payments are a "mere change in form of beneficial ownership" and cites Rule 16a-13 under the Exchange Act as the basis for exemption.

What trusts and entities are involved in these ownership changes?

The transfers involve the 2021 RS and VS Irrevocable Trusts (GRATs); the filing also lists 2022 and 2025 RS/VS Irrevocable Trusts and limited partnerships holding additional Class A and Class C shares.

Does the Form 4 disclose any outstanding derivative holdings or GSUs?

Yes. The filing lists Google Stock Units (GSUs) with specified vesting schedules and indicates discrete GSU vesting events and remaining units.