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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class C Capital Stock | 10 | $200.58 | $2K |
| Sale | Class C Capital Stock | 72 | $203.36 | $15K |
| Sale | Class C Capital Stock | 108 | $204.08 | $22K |
| Sale | Class C Capital Stock | 10 | $204.92 | $2K |
| Sale | Class C Capital Stock | 163 | $203.28 | $33K |
| Sale | Class C Capital Stock | 108 | $204.16 | $22K |
| Sale | Class C Capital Stock | 11 | $204.91 | $2K |
| Sale | Class C Capital Stock | 90 | $204.03 | $18K |
| Sale | Class C Capital Stock | 28 | $204.80 | $6K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class C Capital Stock | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
| holding | Class C Google Stock Units | -- | -- | -- |
Footnotes (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. 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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.
