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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 121,764 | $0.00 | -- |
| Gift | Class A Common Stock | 121,764 | $0.00 | -- |
| Gift | Class A Common Stock | 121,764 | $0.00 | -- |
| Gift | Class A Common Stock | 121,764 | $0.00 | -- |
| Gift | Class C Capital Stock | 121,764 | $0.00 | -- |
| Gift | Class C Capital Stock | 121,764 | $0.00 | -- |
| Gift | Class C Capital Stock | 121,764 | $0.00 | -- |
| Gift | Class C Capital Stock | 121,764 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
Footnotes (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). 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. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022. The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25. The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25. 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. 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. 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. 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.
