GOOGL Insider Filing: CEO Disposes 32,500 Class C Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Sundar Pichai, Chief Executive Officer and Director of Alphabet Inc. (GOOGL), reported multiple sales of Alphabet securities on 09/03/2025 executed under a Rule 10b5-1 plan adopted Dec. 2, 2024. The Form 4 lists a series of Class C capital stock dispositions in six tranches totaling 32,500 Class C shares sold at weighted-average prices between approximately $225.38 and $231.65. The filing also shows a reported disposition of 227,560 Class A shares and 149,622 Class C Google Stock Units (GSUs) as indicated on the form. The reporting attorney-in-fact signed the filing on 09/04/2025. All transactions are identified as effected pursuant to the 10b5-1 trading plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-scheduled trades and reduced likelihood of opportunistic timing
• Detailed weighted-average price ranges provided for each tranche with an undertaking to supply per-price quantities on request
• Form signed and filed promptly with attorney-in-fact signature, meeting disclosure and procedural requirements

Negative

• Substantial disposals reported: six Class C tranches totaling 32,500 shares sold on 09/03/2025
• Additional dispositions listed on the form include 227,560 Class A shares and 149,622 GSUs, which represent meaningful insider liquidity events

Insights

Financial Analyst

TL;DR: CEO sold blocks of Alphabet stock under a pre-established 10b5-1 plan; sales total notable but are routine for insiders.

The Form 4 documents systematic disposals across six Class C share tranches totaling 32,500 shares at weighted-average prices in the $225–$231.65 range on 09/03/2025. The filing additionally records disposition entries of 227,560 Class A shares and 149,622 GSUs. Because the transactions are executed under a Rule 10b5-1 plan adopted Dec. 2, 2024, the trades were pre-scheduled which typically reduces informational asymmetry. For investors, the primary takeaway is transparency of insider liquidity events and the exact volumes and price ranges realized on the reported date.

Corporate Governance Expert

TL;DR: Insiders followed a documented trading plan, fulfilling disclosure obligations; governance procedures appear observed.

The filing explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan, indicating compliance with an affirmative defense framework. The Form 4 is signed by an attorney-in-fact and provides weighted-average price ranges for each tranche, with an undertaking to supply further detail on request. This level of disclosure aligns with common governance best practices for insider transactions, showing adherence to pre-defined execution protocols and SEC reporting requirements.

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)
09/03/2025

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	09/03/2025		S		600	D	$225.8(1)	2,461,792	D
Class C Capital Stock	09/03/2025		S		1,100	D	$226.89(2)	2,460,692	D
Class C Capital Stock	09/03/2025		S		2,725	D	$228.12(3)	2,457,967	D
Class C Capital Stock	09/03/2025		S		7,842	D	$229.29(4)	2,450,125	D
Class C Capital Stock	09/03/2025		S		14,140	D	$230.15(5)	2,435,985	D
Class C Capital Stock	09/03/2025		S		6,093	D	$230.94(6)	2,429,892	D
Class A Common Stock								227,560	D
Class C Google Stock Units(7)								149,622	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 $225.38 to $$226.38, 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 (6) 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 $226.40 to $227.40, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.57 to $228.57, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.65 to $229.65, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.65 to $230.65, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.65 to $231.65, inclusive.

7. 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/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	09/04/2025
	** 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).
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FAQ

What did Sundar Pichai disclose on the Form 4 for GOOGL?

The Form 4 reports multiple disposals on 09/03/2025, including six Class C share tranches totaling 32,500 shares sold at weighted-average prices between about $225.38 and $231.65, plus entries showing 227,560 Class A shares and 149,622 GSUs as indicated.

Were the trades by Sundar Pichai part of a trading plan?

Yes. The filing states all transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 2, 2024.

What price ranges were realized for the Class C share sales?

Weighted-average prices reflect trades across ranges: roughly $225.38–$226.38, $226.40–$227.40, $227.57–$228.57, $228.65–$229.65, $229.65–$230.65, and $230.65–$231.65 for the six tranches.

Who signed the Form 4 filing for Sundar Pichai?

The form was signed by Fadillah Badar as Attorney-in-Fact for Sundar Pichai and dated 09/04/2025.

Does the Form 4 explain the GSUs listed?

Yes. Footnote (7) explains Class C GSUs convert to one Class C share per GSU as they vest, with 1/12th vesting on March 25, 2023 and 1/12th vesting quarterly thereafter, subject to continued employment.