Alphabet insider trade: 2,778 Class C shares sold under 10b5-1 plan

Rhea-AI Filing Summary

Amie Thuener O'Toole, Vice President and Chief Accounting Officer of Alphabet Inc., reported transactions on a Form 4 dated 09/15/2025 showing an insider sale and related equity unit activity. The filing discloses a sale of 2,778 shares of Alphabet Class C capital stock at a weighted average price of $245 per share (sales ranged $245–$246). The report also shows the acquisition of 14 dividend equivalent units (DEUs) tied to Class C Google Stock Units at no cash price and lists beneficial ownership following the transactions as 17,293 Class C shares, 16,303 and 16,844 Class C GSUs (per separate grant lines), and 8,940 Class A common shares. The filing notes the DEUs vest on the same schedule as the underlying GSUs and that the reported transactions were effected under a Rule 10b5-1 trading plan adopted May 23, 2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-established trading arrangements and procedural compliance
• Detailed vesting schedule disclosed for GSUs and DEUs, clarifying future equity vesting timing

Negative

• Insider sale of 2,778 Class C shares at a weighted average price of $245, representing disposition of stock holdings

Insights

Financial Analyst

TL;DR: Modest insider sale with continuing equity-based compensation; transaction executed under a pre-established 10b5-1 plan.

The sale of 2,778 Class C shares at a weighted average price of $245 is explicitly disclosed and represents a partial disposition rather than a full exit from company equity, given the reported retained holdings (17,293 Class C and substantial GSUs). The filing also documents 14 DEUs credited at $0 that will vest with underlying GSUs, preserving future equity exposure tied to continued employment. Because the transaction was effected under a Rule 10b5-1 plan adopted May 23, 2025, the timing is governed by that plan rather than an ad hoc insider trade. For investors, this filing documents routine insider liquidity and ongoing compensation vesting schedules; it does not by itself provide operating or financial performance information.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 reporting and cites a 10b5-1 plan, indicating procedural compliance.

The Form 4 shows required Section 16 disclosure: identity and role of the reporting person, specific share sale quantities and prices (weighted average $245, range $245–$246), grant-related DEUs, vesting schedules, and a signature by an attorney-in-fact. Notably, the filing explicitly states the 10b5-1 plan adoption date (May 23, 2025), which supports a claim that the sale was pre-planned and compliant with insider trading rules. The record provides clear vesting timelines for GSUs and DEUs but contains multiple GSU lines that should be interpreted as separate grants per the filer’s notes.

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

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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^*

O'Toole Amie Thuener

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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 C Capital Stock	09/15/2025		S		2,778	D	$245(1)	17,293	D
Class C Google Stock Units(2)	09/15/2025		A		14(3)	A	$0	16,303(4)	D
Class C Google Stock Units(5)	09/15/2025		A		14(3)	A	$0	16,844(6)	D
Class A Common Stock								8,940	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 $245 to $$246, 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 footnote (1) to this Form 4.

2. Class C GSUs entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as GSUs vest. 1/18th of the grant will vest on the 25th day of the month starting on March 25, 2025; 1/36th of the grant will vest on the 25th day of each month starting on March 25, 2026; and 1/36th of the grant will vest on March 1, 2027, subject to continued employment on each vesting date.

3. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of September 8, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on September 15, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

4. Consists of 107 DEUs and 16,196 GSUs.

5. 1/36th of the grant will vest on the 25th day of the month starting on March 25, 2025; and 1/36th of the grant will vest on 1st of the month starting on April 1, 2027, subject to continued employment on each vesting date.

6. Consists of 54 DEUs and 16,790 GSUs.

Remarks:

Transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on May 23, 2025.

	/s/ Fadillah Badar as Attorney-in-Fact for Amie Thuener O'Toole	09/16/2025
	** 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 Amie Thuener O'Toole report on the Form 4 for Alphabet (GOOG)?

The Form 4 reports a sale of 2,778 Class C shares at a weighted average price of $245, acquisition of 14 dividend equivalent units related to GSUs at $0, and beneficial ownership levels following the transactions.

Were the transactions executed under a 10b5-1 trading plan?

Yes. The filing states the reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 23, 2025.

What vesting schedule applies to the GSUs and DEUs disclosed?

The Form 4 describes vesting for the GSUs: portions vest monthly starting March 25, 2025, with additional monthly vesting beginning March 25, 2026 and March 1, 2027 for certain tranches; DEUs vest on the same schedule as the underlying GSUs.

How many shares does the filing show as beneficially owned after the reported transactions?

The filing lists 17,293 Class C shares, two GSU lines of 16,303 and 16,844 Class C GSUs respectively, and 8,940 Class A common shares as the reported beneficial ownership following the transactions.

At what prices were the Class C shares sold?

The sale prices ranged from $245 to $246, with a reported weighted average price of $245.