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Alphabet Inc. (GOOG) executive logs GSU conversion and tax withholding moves

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Alphabet Inc. executive John Kent Walker, President, Global Affairs and CLO, reported GSU-related transactions on July 25, 2026. 1,625 Class C Google Stock Units vested and were converted into the same number of Class C Capital Stock, leaving him with 9,768 Class C shares held directly. To satisfy tax obligations from the vesting, 1,640 GSU-related shares were withheld at $319.09 per share. He also reports 85,912 Class C shares held indirectly through Arete Trust, where he and Diana Ruth Walsh serve as trustees. The filing indicates these transactions were not made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider WALKER JOHN KENT
Role President, Global Affairs, CLO
Type Security Shares Price Value
Conversion Class C Google Stock Units F1, F2 1,625 $0.00 $0.00
Tax Withholding Class C Google Stock Units F1, F3 1,640 $319.09 $523K
Conversion Class C Capital Stock F2 1,625 $0.00 $0.00
holding Class C Capital Stock -- -- --
holding Class C Google Stock Units F4 -- -- --
holding Class C Google Stock Units F5 -- -- --
Holdings After Transaction: Class C Google Stock Units — 131,466 shares (Direct); Class C Capital Stock — 9,768 shares (Direct); Class C Capital Stock — 85,912 shares (Indirect, By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees)
Footnotes (5)
  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 GSUs as each GSU vests. 7/45 of GSUs will vest on the 25th of the month of the Grant Date; 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s).
  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.
  4. F4. 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 GSUs as each GSU vests. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
  5. F5. The GSUs vest as follows: (i) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
GSUs converted to Class C stock 1,625 shares Class C Google Stock Units converted into Class C Capital Stock on 2026-07-25
Shares withheld for taxes 1,640 shares at $319.09 per share GSU-related shares withheld to satisfy tax obligations on 2026-07-25
Direct Class C holding after conversion 9,768 shares Direct Class C Capital Stock owned by John Kent Walker following GSU conversion
Indirect Class C holding via Arete Trust 85,912 shares Class C Capital Stock held indirectly by Arete Trust with Walker and Walsh as trustees
Transaction date 2026-07-25 Date of GSU vesting, conversion, and tax-withholding entries
Class C Google Stock Units financial
"Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share"
GSUs financial
"The GSUs vest as follows: (i) 27/260th of the grant vested on each March 25"
Rule 10b5-1 financial
"The filing indicates these transactions were not made under a Rule 10b5-1 trading plan"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
tax obligations financial
"Shares withheld to satisfy tax obligations arising out of vesting of GSUs"
indirect ownership financial
"total_shares_following_transaction 85912.0000 ownership_type indirect by Arete Trust"

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FAQ

What insider transactions did Alphabet (GOOG) report for John Kent Walker on July 25, 2026?

On July 25, 2026, 1,625 GSUs vested and converted into 1,625 Class C shares, and 1,640 GSU-related shares were withheld at $319.09 per share to cover tax obligations.

How many Alphabet (GOOG) shares does John Kent Walker hold directly and indirectly after these transactions?

After the reported transactions, John Kent Walker directly holds 9,768 Class C Capital Stock shares and indirectly holds 85,912 Class C shares through Arete Trust, where he and Diana Ruth Walsh are trustees.

What was the purpose of the 1,640 Alphabet (GOOG) shares withheld from John Kent Walker?

The 1,640 GSU-related shares were withheld at $319.09 per share to satisfy tax obligations arising from the vesting of Class C Google Stock Units, rather than being sold in an open-market transaction.

What are Class C Google Stock Units (GSUs) in the context of Alphabet (GOOG)?

Alphabet’s Class C Google Stock Units (GSUs) give the holder the right to receive one Class C Capital Stock share for each unit as it vests, following detailed vesting schedules tied to continued employment.

Were John Kent Walker’s July 25, 2026 Alphabet (GOOG) transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked, indicating these GSU vesting and tax-withholding transactions were not reported as being made under a Rule 10b5-1 trading plan.

How is Arete Trust involved in John Kent Walker’s Alphabet (GOOG) holdings?

An indirect holding entry lists 85,912 Class C shares owned by Arete Trust, with John Kent Walker and Diana Ruth Walsh as trustees, reflecting indirect ownership separate from his directly held shares.
SEC Form 4
FORM 4UNITED 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*
WALKER JOHN KENT

(Last)(First)(Middle)
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY

(Street)
MOUNTAIN VIEW CALIFORNIA 94043

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Global Affairs, CLO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class C Google Stock Units(1)07/25/2026C(2)1,625D$062,737D
Class C Google Stock Units(1)07/25/2026F(3)1,640D$319.0961,097D
Class C Capital Stock07/25/2026C(2)1,625A$09,768D
Class C Capital Stock85,912IBy Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees
Class C Google Stock Units(4)19,064D
Class C Google Stock Units(5)51,305D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 GSUs as each GSU vests. 7/45 of GSUs will vest on the 25th of the month of the Grant Date; 7/180 of GSUs will vest on the 25th of the month 1 month(s) after the Grant Date, vesting 7/180 every 1 month(s) for 8 event(s); 1/45 of GSUs will vest on the 25th of the month 9 month(s) after the Grant Date; 2/45 of GSUs will vest on the 1st of the month 10 month(s) after the Grant Date; 1/45 of GSUs will vest on the 1st of the month 11 month(s) after the Grant Date, vesting 1/45 every 1 month(s) for 21 event(s), subject to continued employment on such vesting date(s).
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.
4. 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 GSUs as each GSU vests. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
5. The GSUs vest as follows: (i) 27/260th of the grant vested on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
/s/ Kenneth Yi, as Attorney-in-Fact for John Kent Walker07/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)