GOOGL Form 4: Sundar Pichai Receives Dividend-Equivalent Stock Units

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 insider transaction filing

On 06/16/2025, Chief Executive Officer and Director Sundar Pichai reported the automatic acquisition of 265 Class C Google Stock Units (GSUs). These units are classified as dividend-equivalent units (DEUs) that accrued on previously granted GSUs following Alphabet’s recent cash dividend, and therefore carry an acquisition price of $0.

After this transaction Mr. Pichai’s reported beneficial ownership stands at:

• 224,434 Class C GSUs/DEUs (1,290 DEUs and 223,144 GSUs)
• 227,560 Class A common shares
• 2,587,696 Class C capital shares

The new GSUs vest on the same quarterly schedule as the underlying GSUs (1/12th quarterly through full vesting), contingent upon continued employment. No derivative securities were exercised or disposed of, and no sales were reported. Because the reported amount represents less than 0.01 % of Mr. Pichai’s existing equity position and was generated through regular dividend accrual rather than open-market purchase, the filing is considered routine and carries limited immediate valuation impact.

Positive

• CEO continues to hold and modestly increase equity, maintaining alignment with shareholder interests and signaling confidence.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine DEU accrual; negligible size; neutral trading signal.

The Form 4 shows Sundar Pichai obtained 265 Class C GSUs via dividend equivalents—an automatic, zero-cost event tied to Alphabet’s cash dividend. Post-transaction holdings exceed 3 million Alphabet shares/units, so the incremental addition is immaterial (<0.01 %). No shares were sold, preserving alignment with shareholders, yet the absence of active buying limits bullish interpretation. Overall, I view the disclosure as neutral for GOOGL.

Corporate Governance Expert

TL;DR: Procedural filing maintains compliance; no governance red flags.

This Form 4 satisfies Section 16 reporting for a standard dividend-equivalent vesting. The CEO’s continued accumulation without disposals signals stable insider posture, but given the token size relative to his stake, governance implications are minimal. Important: vesting remains conditional on ongoing employment, reinforcing long-term incentives. Impact on shareholder perception is negligible.

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)
06/16/2025

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)	06/16/2025		A		265(2)	A	$0	224,434(3)	D
Class A Common Stock								227,560	D
Class C Capital Stock								2,587,696	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 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. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of June 9, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on June 16, 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.

3. Conists of 1,290 DEUs and 223,144 GSUs.

	/s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai	06/18/2025
	** 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

What did Alphabet CEO Sundar Pichai report in the 06/18/2025 Form 4?

He reported the automatic acquisition of 265 Class C GSUs (dividend-equivalent units) on 06/16/2025.

Were any Alphabet shares sold by Sundar Pichai in this filing?

No. The Form 4 lists only an acquisition; there were no disposals or sales of shares.

How many Alphabet shares/units does Sundar Pichai now beneficially own?

Following the transaction he owns 224,434 Class C GSUs/DEUs, 227,560 Class A shares, and 2,587,696 Class C shares.

What is the nature of the 265 GSUs acquired?

They are dividend-equivalent units that accrued from Alphabet’s recent cash dividend and will vest quarterly alongside the underlying GSUs.

Does this Form 4 indicate a Rule 10b5-1 trading plan?

The disclosure does not indicate that the transaction was executed under a Rule 10b5-1 plan.