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Ruth Porat (NASDAQ: GOOGL) logs GSU vesting and Alphabet tax share withholding

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

Rhea-AI Filing Summary

Alphabet Inc. President and CIO Ruth Porat reported routine equity compensation activity involving Class C capital stock and Class C Google Stock Units (GSUs). On June 25, 2026, she acquired 10,625 shares of Class C capital stock through a derivative conversion at $0.00 per share and recorded several GSU vesting events.

To cover related tax obligations from these vestings, a total of 10,723 Class C GSUs were disposed at $345.04 per share via tax-withholding transactions, which are not open‑market sales. The filing also lists significant indirect Class C holdings in the RAPP 2024 GT Trust One, RAPP 2024 GT Trust Two, and the RAPP 2024 Irrevocable Trust, where Porat is described in the footnotes as settlor or grantor and her spouse serves as trustee.

Positive

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Insights

Routine GSU vesting, derivative conversion, and tax withholding; no open‑market trades.

Ruth Porat reported standard equity compensation activity in Alphabet Class C securities. She acquired 10,625 shares of Class C capital stock via a conversion of derivative security, and multiple tranches of Class C Google Stock Units (GSUs) vested according to previously disclosed schedules in the footnotes.

To satisfy tax obligations on these vestings, a total of 10,723 GSUs were delivered at $345.04 per share under F‑code tax-withholding dispositions. These are mechanical, issuer-facilitated transactions rather than discretionary market sales. No open‑market buys or sells are reported, and the filing shows ongoing direct and indirect holdings in trusts associated with Porat.

Insider Porat Ruth
Role President and CIO
Type Security Shares Price Value
Conversion Class C Google Stock Units 4,744 $0.00 --
Tax Withholding Class C Google Stock Units 4,788 $345.04 $1.65M
Conversion Class C Google Stock Units 4,256 $0.00 --
Tax Withholding Class C Google Stock Units 4,295 $345.04 $1.48M
Conversion Class C Google Stock Units 1,625 $0.00 --
Tax Withholding Class C Google Stock Units 1,640 $345.04 $566K
Conversion Class C Capital Stock 10,625 $0.00 --
holding Class C Capital Stock -- -- --
holding Class C Capital Stock -- -- --
holding Class C Capital Stock -- -- --
Holdings After Transaction: Class C Google Stock Units — 23,851 shares (Direct, null); Class C Capital Stock — 913,189 shares (Direct, null); Class C Capital Stock — 120,000 shares (Indirect, The RAPP 2024 Irrevocable Trust)
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. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates. Vesting of GSU 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) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th 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. 7/45 of GSUs will vest on the 25th of the month of the Grant Date (April 8, 2026); 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s). The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust One. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust Two.
Class C shares acquired 10,625 shares Conversion of derivative security on June 25, 2026
Tax-withholding shares 10,723 shares GSUs delivered to satisfy tax obligations
Tax-withholding price $345.04 per share F-code dispositions of Class C Google Stock Units
Direct Class C holding 913,189 shares Class C capital stock directly held after conversion
RAPP 2024 GT Trust Two holding 921,695 shares Indirect Class C capital stock held via trust
RAPP 2024 GT Trust One holding 135,950 shares Indirect Class C capital stock held via trust
RAPP 2024 Irrevocable Trust holding 120,000 shares Indirect Class C capital stock held via trust
Class C Google Stock Units financial
"Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Conversion of derivative security financial
"transaction_action": "derivative conversion","transaction_code_description": "Conversion of derivative security""
Irrevocable Trust financial
"The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
grantor and sole annuitant financial
"The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust One."
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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*
Porat Ruth

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

(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)
President and CIO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
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)06/25/2026C(2)4,744D$023,851D
Class C Google Stock Units(1)06/25/2026F(3)4,788D$345.0419,064D
Class C Google Stock Units(4)06/25/2026C(2)4,256D$055,600D
Class C Google Stock Units(4)06/25/2026F(3)4,295D$345.0451,305D
Class C Google Stock Units(5)06/25/2026C(2)1,625D$066,002D
Class C Google Stock Units(5)06/25/2026F(3)1,640D$345.0464,362D
Class C Capital Stock06/25/2026C(2)10,625A$0913,189D
Class C Capital Stock120,000IThe RAPP 2024 Irrevocable Trust(6)
Class C Capital Stock135,950IRAPP 2024 GT Trust One(7)
Class C Capital Stock921,695IRAPP 2024 GT Trust Two(8)
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. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
2. Vesting of GSU 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) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th 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.
5. 7/45 of GSUs will vest on the 25th of the month of the Grant Date (April 8, 2026); 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s).
6. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.
7. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust One.
8. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GT Trust Two.
/s/ Kenneth Yi, as Attorney-in-Fact for Ruth M. Porat06/29/2026
** 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) executive Ruth Porat report in this Form 4?

Ruth Porat reported routine equity compensation activity involving Alphabet Class C capital stock and Class C Google Stock Units. She recorded derivative conversions, GSU vesting, and related tax-withholding dispositions, without any open‑market purchases or sales of Alphabet shares disclosed in this filing.

How many Alphabet Class C shares did Ruth Porat acquire in the reported transactions?

She acquired 10,625 shares of Alphabet Class C capital stock through a conversion of derivative securities at a reported price of $0.00 per share. These shares reflect equity awards converting into stock rather than an open‑market purchase on a stock exchange.

How many Alphabet (GOOG) shares were used for tax withholding and at what price?

A total of 10,723 Class C Google Stock Units were delivered to cover tax obligations from GSU vesting. These F‑code tax-withholding dispositions were executed at a reported price of $345.04 per share, and are not open‑market sales by Ruth Porat.

What are Class C Google Stock Units (GSUs) reported for Alphabet (GOOG)?

Class C Google Stock Units are equity awards that entitle the holder to receive one share of Alphabet Class C capital stock per unit as they vest. Footnotes describe detailed vesting schedules tied to specific dates and continued employment conditions for these GSU grants.

Does this Alphabet Form 4 show any discretionary stock sales by Ruth Porat?

The filing does not show any open‑market sale transactions. Reported dispositions are F‑code tax-withholding events, where shares are delivered to satisfy tax liabilities from GSU vesting, a mechanical process distinct from discretionary selling activity in the market.

What indirect Alphabet holdings are associated with Ruth Porat in this filing?

Indirect holdings of Alphabet Class C capital stock are listed for the RAPP 2024 GT Trust One, RAPP 2024 GT Trust Two, and the RAPP 2024 Irrevocable Trust. Footnotes state Porat is settlor or grantor, while her spouse serves as trustee of these trusts.