Alphabet’s Sundar Pichai Adds 37K Shares via Vesting, No Market Sale

Rhea-AI Filing Summary

Alphabet (NASDAQ: GOOGL) CEO Sundar Pichai filed a Form 4 covering routine equity-compensation activity dated 06/25/2025.

• 37,196 Class C Google Stock Units vested and converted into an equal number of Class C shares (Code C).
• 37,615 Class C shares, worth approximately $6.3 million at $167.74 per share, were disposed of to satisfy withholding taxes (Code F).
• Post-transaction holdings: 2,592,392 Class C shares, 149,622 unvested GSUs, and 227,560 Class A shares held directly.

The filing reflects previously disclosed awards; no open-market sales or Rule 10b5-1 plan were reported.

Positive

• 37,196 Class C shares added to CEO’s direct ownership through GSU conversion, reinforcing management-shareholder alignment

Negative

• 37,615 shares (~$6.3 M) disposed of for tax withholding, exceeding the $1 M materiality threshold for insider transactions

Insights

Insider Trading Analyst

TL;DR: Routine vesting; $6.3 M tax disposal, no discretionary selling.

Context: Code C conversion added 37,196 Class C shares to the CEO’s direct stake, while Code F shows Alphabet withheld 37,615 shares for taxes—standard practice for restricted-unit vesting.

Materiality: Although the gross value exceeds $1 M, the disposal represents roughly 1.2 % of Pichai’s ~3 M-share position and was not market-executed, limiting signal value for investors.

Takeaway: Ownership alignment remains intact; no evidence of bearish sentiment. Investors can treat the event as administrative, with negligible impact on valuation or float.

Portfolio Manager

TL;DR: Administrative equity event; no change to investment thesis.

The CEO’s direct Class C stake rose to 2.59 M shares after vesting, underscoring long-term alignment. The $6.3 M tax withholding is non-economic from a market-liquidity standpoint and does not increase free float. With no accompanying policy or strategic disclosure, the filing carries limited portfolio relevance.

Given Alphabet’s >$2 T market cap, these share counts are immaterial to supply-demand dynamics. Continue monitoring for discretionary sales or new 10b5-1 plans, which could provide stronger sentiment cues.

Insider Trade Summary

Net Buyer: 36,777 shares

Net Buy 4 txns

Insider Pichai Sundar

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Class C Google Stock Units	37,196	$0.00	$0.00
Exercise Price or Tax Liability	Class C Google Stock Units	37,615	$167.74	$6.31M
Conversion	Class C Capital Stock	37,196	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class C Google Stock Units — 149,622 shares (Direct); Class C Capital Stock — 2,592,392 shares (Direct); Class A Common Stock — 227,560 shares (Direct)

Footnotes (3)

1. F1. 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 GSU as GSU vests. 1/12th of the GSU vested on March 25, 2023 and an additional 1/12th of the GSU will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.
2. F2. Vesting of GSUs grant of which was previously reported in Form 4.
3. F3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/27/2025 - 04:51 PM Learn about SEC filing dates

FAQ

How many Alphabet (GOOGL) shares did Sundar Pichai convert on 06/25/2025?

He converted 37,196 Class C Google Stock Units into the same number of Class C shares.

What was the dollar value of the shares disposed to cover taxes in Alphabet’s June 2025 Form 4?

Alphabet withheld 37,615 shares at $167.74 each, approximately $6.3 million in total.

How many Class C shares does Sundar Pichai own after the reported transaction?

Following the transaction, he directly owns 2,592,392 Class C shares.

Did Sundar Pichai sell Alphabet shares on the open market in this filing?

No. The disposed shares were withheld by Alphabet solely to satisfy tax obligations; there were no open-market sales.

Was a Rule 10b5-1 trading plan disclosed in this Form 4 for GOOGL?

The filing did not indicate that the transactions were executed under a Rule 10b5-1 plan.

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).

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^*

Pichai Sundar

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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 Google Stock Units(1)	06/25/2025		C(2)		37,196	D	$0	187,237	D
Class C Google Stock Units(1)	06/25/2025		F(3)		37,615	D	$167.74	149,622	D
Class C Capital Stock	06/25/2025		C(2)		37,196	A	$0	2,592,392	D
Class A Common Stock								227,560	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. 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 GSU as GSU vests. 1/12th of the GSU vested on March 25, 2023 and an additional 1/12th of the GSU will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable 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.

	/s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai	06/26/2025
	** 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.
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.