GOOGL Form 4: Hennessy Sells Shares, Disposes GSUs Under 10b5-1 Plan

Rhea-AI Filing Summary

John L. Hennessy, a director of Alphabet Inc. (GOOGL), reported multiple sale transactions executed on 08/13/2025 under a Rule 10b5-1 trading plan adopted November 5, 2024. The Form 4 shows 600 shares of Class C Capital Stock sold across several transactions at weighted-average prices ranging roughly from $202.70 to $204.92, with individual weighted-average prices reported for grouped lots. Following the reported sales, the Form 4 lists 6,316 shares of Class C Capital Stock and 21,824 shares of Class A Common Stock beneficially owned indirectly by trust. The filing also reports disposals of multiple Class C Google Stock Units (GSUs) totaling 7,846 GSUs plus a 0.55 amount, and notes the GSUs vest monthly per the stated schedules.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established, non-discretionary trading
• Detailed disclosure of weighted-average prices and price ranges across multiple lots enhances transparency
• Post-transaction beneficial ownership disclosed for Class A and Class C shares, and GSU vesting schedules are explicitly stated

Negative

• Reported disposals include 600 Class C shares sold on 08/13/2025, reducing indirect Class C holdings
• Multiple Class C GSUs were disposed (aggregate amounts reported as 0.55, 1,026, 1,956, 2,044, and 2,820 GSUs), decreasing future convertible share potential

Insights

Corporate Governance Expert

TL;DR: Director sales were executed under a pre-established 10b5-1 plan; disclosures are timely and detailed.

The Form 4 documents routine insider sales by John L. Hennessy carried out pursuant to a Rule 10b5-1 trading plan established on November 5, 2024. The filing provides weighted-average prices and footnote ranges for transparency and states the transactions were effected by the John L. Hennessy and Andrea J. Hennessy Revocable Trust. Remaining indirect beneficial ownership is disclosed for both Class A and Class C shares, and vesting schedules for GSUs are described. From a governance perspective, using a 10b5-1 plan and including price ranges and vesting mechanics supports compliance and clear market disclosure.

Securities Analyst

TL;DR: Sales are documented but represent a small, specific reduction in Class C holdings and dispositions of GSUs.

The Form 4 reports discrete sales on 08/13/2025 totaling 600 Class C shares sold in multiple lots at weighted-average prices around $200–$205 per share. The filing also records dispositions of several tranches of Class C GSUs (noting vesting frequency and mechanics). Post-transaction beneficial ownership figures are provided, showing indirect holdings of 6,316 Class C shares and 21,824 Class A shares by trust. The disclosure supplies sufficient granularity for investors to quantify the insider’s remaining indirect stake and the vesting cadence of GSUs.

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

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).

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^*

Hennessy John L.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		S		10	D	$200.58	6,906	I	By Trust
Class C Capital Stock	08/13/2025		S		72	D	$203.36(1)	6,834	I	By Trust
Class C Capital Stock	08/13/2025		S		108	D	$204.08(2)	6,726	I	By Trust
Class C Capital Stock	08/13/2025		S		10	D	$204.92(3)	6,716	I	By Trust
Class C Capital Stock	08/13/2025		S		163	D	$203.28(4)	6,635	I	By Trust
Class C Capital Stock	08/13/2025		S		108	D	$204.16(5)	6,527	I	By Trust
Class C Capital Stock	08/13/2025		S		11	D	$204.91(6)	6,516	I	By Trust
Class C Capital Stock	08/13/2025		S		90	D	$204.03(7)	6,344	I	By Trust
Class C Capital Stock	08/13/2025		S		28	D	$204.8(8)	6,316	I	By Trust
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								0.55	D
Class C Google Stock Units(9)								1,026	D
Class C Google Stock Units(10)								1,956	D
Class C Google Stock Units(11)								2,044	D
Class C Google Stock Units(12)								2,820	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 $202.70 to $203.66, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the U.S. 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) and (8) 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 $203.75 to $204.68, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.92 to $204.93, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.70 to $203.66, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.75 to $204.66, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.81 to $204.92, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.71 to $204.42, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.80 to $204.81, inclusive.

9. The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSUs vested on July 25, 2022 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.

10. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

11. 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.

12. 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.

Remarks:

All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 5, 2024.

	/s/ Fadillah Badar, as Attorney-in-Fact for John L. Hennessy	08/14/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What did John L. Hennessy report on the Form 4 for GOOGL?

He reported multiple sales of Class C Capital Stock on 08/13/2025 under a Rule 10b5-1 plan and disposals of several Class C GSUs.

How many Class C shares were sold by Hennessy on 08/13/2025?

600 Class C shares were sold in multiple transactions on 08/13/2025, as reported on the Form 4.

What were the price ranges for the sales reported on the Form 4?

Weighted-average prices are reported with footnote ranges for individual groups, generally ranging from $202.70 to $204.92 per share.

What beneficial ownership remains after the transactions?

Post-transaction indirect holdings reported include 6,316 Class C shares and 21,824 Class A shares held by trust.

Were the transactions part of a trading plan?

Yes. All sale transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted November 5, 2024 by the John L. Hennessy and Andrea J. Hennessy Revocable Trust.