[Form 4] Alphabet Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 insider transaction

Chief Executive Officer Sundar Pichai disclosed the sale of 32,500 Class C shares on 07/02/2025 through a pre-arranged Rule 10b5-1 trading plan adopted on 12/02/2024. The shares were sold in four tranches:

• 4,546 shares at a weighted-average price of $176.69
• 7,900 shares at $177.74
• 9,102 shares at $178.91
• 10,952 shares at $179.52

The aggregate proceeds are roughly $5.8 million based on the disclosed prices.

Following the transactions, Pichai’s beneficial ownership stands at 2,559,892 Class C shares, 149,622 Class C Google Stock Units (GSUs), and 227,560 Class A shares, indicating that the sale represents ~1.3% of his Class C holdings and a markedly smaller fraction of Alphabet’s total shares outstanding.

The filing contains no derivative activity and provides weighted-average price ranges for each tranche, with the company committing to supply detailed price breakdowns upon request. All sales were executed directly by Pichai and reported within two business days, satisfying Section 16 reporting requirements.

Insights

Securities Analyst

TL;DR: CEO sold 32.5k shares (~$5.8 m) under 10b5-1; modest relative to 2.56 m share stake—neutral-to-slightly negative signal.

The disposal equates to roughly 0.01% of Alphabet’s Class C float and just over 1% of Pichai’s personal Class C position. Because the trades were executed under a Rule 10b5-1 plan filed months in advance, timing risk and information asymmetry concerns are mitigated. Still, any insider sale by a high-profile executive can weigh on sentiment, especially when coupled with recent market highs. From a valuation perspective, proceeds are immaterial to Alphabet’s $2 trillion market cap and do not alter the investment thesis. I view the filing as neutral, with minimal fundamental impact.

Corporate Governance Expert

TL;DR: Proper use of 10b5-1 plan underscores governance compliance; magnitude too small for governance alarm.

Pichai’s adherence to an established 10b5-1 plan reflects best-practice governance and aligns with recent SEC amendments emphasizing cooling-off periods. The plan adoption date (12/02/2024) precedes the trade by seven months, satisfying the new 90-day minimum. Beneficial ownership remains substantial, maintaining alignment with shareholder interests. Therefore, the transaction is not impactful from a governance-risk standpoint.

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^*

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)
07/02/2025

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	07/02/2025		S		4,546	D	$176.69(1)	2,587,846	D
Class C Capital Stock	07/02/2025		S		7,900	D	$177.74(2)	2,579,946	D
Class C Capital Stock	07/02/2025		S		9,102	D	$178.91(3)	2,570,844	D
Class C Capital Stock	07/02/2025		S		10,952	D	$179.52(4)	2,559,892	D
Class C Google Stock Units(5)								149,622	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.17 to $177.16, 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 footnotes (1) to (4) 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 $177.23 to $178.22, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.26 to $179.25, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.26 to $180.25, inclusive.

5. Class C 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 vests quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.

Remarks:

All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 2, 2024.

	/s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai	07/02/2025
	** 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.

FAQ

How many Alphabet (GOOGL) shares did Sundar Pichai sell on 07/02/2025?

He sold 32,500 Class C shares across four transactions.

What was the average sale price for Pichai’s Alphabet shares?

Weighted-average prices ranged from $176.69 to $179.52 per share.

Did the CEO’s sale occur under a Rule 10b5-1 plan?

Yes. All sales were executed under a Rule 10b5-1 trading plan adopted on 12/02/2024.

How many Alphabet shares does Sundar Pichai still own after the sale?

He beneficially owns 2,559,892 Class C shares, 149,622 GSUs, and 227,560 Class A shares.

Does this insider sale materially impact Alphabet’s share count or outlook?

No. The sale is immaterial relative to Alphabet’s total float and does not affect company fundamentals.