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Alphabet (NASDAQ: GOOG) CFO logs GSU vesting, tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Alphabet Inc. Senior Vice President and Chief Financial Officer Anat Ashkenazi reported routine stock-based compensation activity involving Class C Google Stock Units and Class C capital stock on March 25, 2026. Several grants of GSUs converted into Class C shares as scheduled under previously disclosed vesting arrangements.

On that date, she acquired 4,125 and 4,744 Class C Google Stock Units through derivative conversions at $0.00 per unit and also acquired 8,870 shares of Class C capital stock through another conversion. To cover tax obligations from these vestings, 4,163 and 3,801 Class C units were disposed of at $289.20 per share via issuer withholding, not open-market sales.

Following these transactions, Ashkenazi directly holds 118,015 shares of Alphabet Class C capital stock. The Form 4 footnotes explain that the GSUs vest over time, with portions vesting on specified quarterly dates through January 1, 2028, subject to continued employment, highlighting that these movements are part of ongoing equity compensation rather than discretionary market trading.

Positive

  • None.

Negative

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Insider Ashkenazi Anat
Role SVP, Chief Financial Officer
Type Security Shares Price Value
Conversion Class C Google Stock Units 4,125 $0.00 --
Tax Withholding Class C Google Stock Units 4,163 $289.20 $1.20M
Conversion Class C Google Stock Units 4,744 $0.00 --
Tax Withholding Class C Google Stock Units 3,801 $289.20 $1.10M
Conversion Class C Capital Stock 8,870 $0.00 --
Holdings After Transaction: Class C Google Stock Units — 29,032 shares (Direct); Class C Capital Stock — 118,015 shares (Direct)
Footnotes (1)
  1. 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. The GSUs will vest as follows: 25% of the GSUs will vest on each March 25, 2026, June 25, 2026, September 25, 2026 and December 25, 2026, subject to continued employment on such vesting dates. Vesting of GSUs grant of which was previously reported in Form 4. Shares withheld to satisfy tax obligations arising out of vesting of GSUs. The GSUs vest as follows: (i) 15/136th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; (ii) 19/272nd 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.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Ashkenazi Anat

(Last)(First)(Middle)
C/O ALPHABET INC.
1600 AMPHITHEATRE PRKW

(Street)
MOUNTAIN VIEW CALIFORNIA 94043

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class C Google Stock Units(1)03/25/2026C(2)4,125D$029,032D
Class C Google Stock Units(1)03/25/2026F(3)4,163D$289.224,869D
Class C Google Stock Units(4)03/25/2026C(2)4,744D$063,621D
Class C Google Stock Units(4)03/25/2026F(3)3,801D$289.259,820D
Class C Capital Stock03/25/2026C(2)8,870A$0118,015D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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. The GSUs will vest as follows: 25% of the GSUs will vest on each March 25, 2026, June 25, 2026, September 25, 2026 and December 25, 2026, subject to continued employment on such vesting dates.
2. Vesting of GSUs grant of which was previously reported in Form 4.
3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
4. The GSUs vest as follows: (i) 15/136th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; (ii) 19/272nd 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.
/s/ Fadillah Badar, as Attorney-in-Fact for Anat Ashkenazi03/27/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Alphabet (GOOG) CFO Anat Ashkenazi report in this Form 4?

Anat Ashkenazi reported routine equity compensation activity, including conversions of Class C Google Stock Units into Class C capital stock and related tax-withholding share dispositions. These transactions reflect scheduled vesting of prior grants rather than open-market buying or selling of Alphabet shares.

How many Alphabet Class C shares does the CFO hold after these transactions?

After the reported transactions, Anat Ashkenazi directly holds 118,015 shares of Alphabet Class C capital stock. This figure reflects her post-transaction ownership as of March 25, 2026, incorporating the GSU conversions and shares withheld to satisfy associated tax obligations on the vesting events.

Were any Alphabet (GOOG) shares sold on the open market in this Form 4?

No open-market sales were reported. The only dispositions were tax-withholding events, where 4,163 and 3,801 Class C Google Stock Units were delivered at $289.20 per share to satisfy tax liabilities arising from GSU vesting, rather than discretionary sales into the market.

What are Class C Google Stock Units (GSUs) reported by Alphabet’s CFO?

Class C Google Stock Units are equity awards that entitle the holder to receive one share of Alphabet Class C capital stock for each unit as it vests. The Form 4 notes these GSUs vest on specified quarterly dates, contingent on the executive’s continued employment with Alphabet.

How do the GSU vesting schedules work for Alphabet CFO Anat Ashkenazi?

The filing describes two vesting schedules. One GSU grant vests 25% on each of March 25, June 25, September 25 and December 25, 2026. Another vests in specified fractions quarterly from March 25, 2025 through December 25, 2026 and then monthly through January 1, 2028, subject to continued employment.

What does the tax-withholding disposition mean in this Alphabet Form 4?

Tax-withholding dispositions occur when Alphabet withholds shares to cover taxes triggered by GSU vesting. In this filing, 7,964 Class C Google Stock Units were delivered at $289.20 per share for that purpose. This mechanism pays tax obligations and does not represent voluntary open-market selling by the executive.
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