Alphabet (NASDAQ: GOOG) CEO Sundar Pichai logs major PSU vesting and stock sales

Rhea-AI Filing Summary

Alphabet Inc. Chief Executive Officer Sundar Pichai reported a large stock award vesting and related share activity. On February 6, 2026, 1,348,607 shares of Class C capital stock were issued at $0 per share upon maximum vesting of performance stock units granted on December 19, 2022. The award was tied to Alphabet’s total shareholder return of 203.65% over a three‑year period, ranking at the 92.86th percentile versus S&P 100 companies, which exceeded the 75th percentile maximum threshold.

On the same date, 676,955 Class C shares were withheld at $333.34 per share to satisfy tax obligations arising from the PSU vesting. Earlier, on February 4, 2026, Pichai executed a series of open‑market sales of Class C capital stock under a Rule 10b5‑1 trading plan, at weighted average prices ranging from $330.13 to $343.74 per share. After these transactions, he held 2,851,024 Class C shares and 227,560 Class A common shares directly.

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).

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^*

Pichai Sundar

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		S		600	D	$330.13(1)	2,211,272	D
Class C Capital Stock	02/04/2026		S		1,400	D	$331.13(2)	2,209,872	D
Class C Capital Stock	02/04/2026		S		3,500	D	$332.04(3)	2,206,372	D
Class C Capital Stock	02/04/2026		S		6,802	D	$333.34(4)	2,199,570	D
Class C Capital Stock	02/04/2026		S		8,798	D	$334.09(5)	2,190,772	D
Class C Capital Stock	02/04/2026		S		2,000	D	$335.18(6)	2,188,772	D
Class C Capital Stock	02/04/2026		S		1,226	D	$336.35(7)	2,187,546	D
Class C Capital Stock	02/04/2026		S		2,174	D	$337.27(8)	2,185,372	D
Class C Capital Stock	02/04/2026		S		1,200	D	$338.02(9)	2,184,172	D
Class C Capital Stock	02/04/2026		S		400	D	$339.29(10)	2,183,772	D
Class C Capital Stock	02/04/2026		S		500	D	$340.46(11)	2,183,272	D
Class C Capital Stock	02/04/2026		S		2,300	D	$341.98(12)	2,180,972	D
Class C Capital Stock	02/04/2026		S		1,400	D	$342.81(13)	2,179,572	D
Class C Capital Stock	02/04/2026		S		200	D	$343.74(14)	2,179,372	D
Class C Capital Stock	02/06/2026		A(15)		1,348,607	A	$0	3,527,979	D
Class C Capital Stock	02/06/2026		F(16)		676,955	D	$333.34	2,851,024	D
Class A Common Stock								227,560	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 $329.52 to $330.52 inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the 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) to (14) 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 $330.60 to $331.60, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.64 to $332.64, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.67 to $333.67, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.68 to $334.68, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $334.71 to $335.71, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.76 to $336.76, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.79 to $337.79, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.85 to $338.85, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.96 to $339.96, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.03 to $341.03, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.38 to $342.38, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.39 to $343.39, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.67 to $344.67, inclusive.

15. These performance stock units (PSUs) were granted to the Reporting Person on Dec 19, 2022, under Alphabet's A&R 2021 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche B award provided that if Alphabet's total shareholder return relative to S&P 100 companies (TSR ) performance is between the 55th percentile (for 100% target payout) and 75th percentile (for the maximum 200% target payout) for the three-year performance period ended Dec 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was strong at 203.65%, which ranked Alphabet's TSR at the 92.86th percentile, exceeding the 75th percentile, the award vested at the maximum level, resulting in the issuance of 1,348,607 shares, including share-settled dividends. The shares now vested upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of the performance criteria.

16. Shares withheld to statisfy tax obligations arising out of vesting of the Reporting Person's PSUs.

Remarks:

Sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 2, 2024.

	/s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	02/06/2026
	** 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 did Sundar Pichai report in this Alphabet (GOOG) Form 4 filing?

Sundar Pichai reported the vesting of performance stock units into 1,348,607 Class C shares and related tax-share withholding, plus pre-planned open-market sales of Class C stock. He also disclosed his updated direct holdings in both Class C and Class A Alphabet shares.

How many Alphabet Class C shares vested for Sundar Pichai from PSUs?

1,348,607 Class C shares vested for Sundar Pichai at $0 per share from performance stock units granted on December 19, 2022. The payout occurred after Alphabet’s strong three-year total shareholder return performance and certification of results by the board’s compensation committee.

What performance metrics triggered Sundar Pichai’s PSU vesting at Alphabet (GOOG)?

The PSUs were tied to Alphabet’s total shareholder return versus S&P 100 companies over three years. Alphabet’s TSR was 203.65%, ranking at the 92.86th percentile, above the 75th percentile maximum threshold, leading to vesting at the plan’s maximum award level.

How many Alphabet shares were withheld for Sundar Pichai’s taxes on vesting?

Alphabet withheld 676,955 Class C shares at $333.34 per share to satisfy tax obligations related to Sundar Pichai’s PSU vesting. This withholding reduced the net number of newly vested shares he retained after the award was settled in stock.

What stock sales did Sundar Pichai make in February 2026 under his 10b5-1 plan?

On February 4, 2026, Sundar Pichai sold multiple blocks of Alphabet Class C capital stock under a Rule 10b5-1 trading plan. These trades occurred at weighted average prices ranging from $330.13 to $343.74 per share, each representing numerous smaller transactions within stated price ranges.

How many Alphabet shares does Sundar Pichai own after these transactions?

Following the February 2026 transactions, Sundar Pichai directly owned 2,851,024 shares of Alphabet Class C capital stock and 227,560 shares of Class A common stock. These figures reflect the PSU vesting, tax-share withholding, and the reported open-market sales activity.

Was Sundar Pichai’s Alphabet stock selling pre-planned?

Yes. The Form 4 states that the reported sale transactions were executed under a Rule 10b5-1 trading plan adopted by Sundar Pichai on December 2, 2024. Such plans allow predetermined trading schedules intended to separate trading decisions from day-to-day market conditions.