GOOGL Insider John K. Walker Reports Routine GSU Vesting and Tax Withholding

Rhea-AI Filing Summary

Form 4 overview: Alphabet Inc. (GOOGL) reported insider activity for John Kent Walker, President, Global Affairs & Chief Legal Officer, covering transactions on 25 June 2025. The filing documents routine vesting of Google Stock Units (GSUs) and related share withholding for taxes, rather than open-market trades.

Key transactions (Table I):

• GSU vesting (Code C): 7,054 + 4,726 + 6,025 Class C GSUs converted into the same number of Class C shares at $0 cost.
• Tax withholding (Code F): 7,133 + 4,779 + 6,092 shares automatically withheld and delivered back to the company at a reference price of $167.74 to cover statutory tax obligations.
• Additional conversion: 17,804 Class C shares were issued directly at $0, increasing Walker’s direct share count.

Post-transaction ownership:

• Direct: 98,543 Class C GSUs/shares (aggregate of the three grants after vesting and withholding) plus 41,305 Class C shares.
• Indirect: 66,819 Class C shares held by the Arete Trust (Walker & Diana Ruth Walsh, Trustees).

Vesting schedules disclosed: Footnotes detail multi-year vesting for three GSU grants, with quarterly vesting through 2028, contingent on continued employment.

Investor takeaway: The filing reflects scheduled equity vesting and obligatory tax-related share dispositions. No discretionary purchase or sale was reported, signalling a routine, non-market-moving event.

Insights

Securities Analyst

TL;DR Routine GSU vesting; tax withholding only; no open-market sale—neutral for valuation.

The transactions are coded "C" (conversion) and "F" (tax withholding). Such activity is standard for Alphabet executives and does not indicate a change in sentiment. Walker’s net direct stake increased via 17,804 newly issued shares, while withheld shares simply settle tax obligations. The indirect trust holding remains intact. Given Alphabet’s ~13 B outstanding shares, the gross 17.8 K issuance and 18 K+ withholding represent <0.0015 % of float—immaterial to supply-demand dynamics. Therefore, the filing is informational, with no expected impact on GOOGL’s share price or governance outlook.

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
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Global Affairs, CLO

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)		7,054	D	$0	35,504	D
Class C Google Stock Units(1)	06/25/2025		F(3)		7,133	D	$167.74	28,372	D
Class C Google Stock Units(4)	06/25/2025		C(2)		4,726	D	$0	61,808	D
Class C Google Stock Units(4)	06/25/2025		F(3)		4,779	D	$167.74	57,029	D
Class C Google Stock Units(5)	06/25/2025		C(2)		6,025	D	$0	98,543	D
Class C Google Stock Units(5)	06/25/2025		F(3)		6,092	D	$167.74	92,451	D
Class C Capital Stock	06/25/2025		C(2)		17,804	A	$0	41,305	D
Class C Capital Stock								66,819	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees

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 GSUs as each GSU vests. 1/6th of the GSUs vested on June 25, 2023 and an additional 1/12th of the GSUs vests 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.

4. 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 will vest 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/ Valentina Margulis, as Attorney-in-Fact for John Kent Walker	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Alphabet (GOOGL) officer John Kent Walker report on Form 4 dated 06/26/2025?

Routine vesting of Class C Google Stock Units and related tax-withholding dispositions on 06/25/2025; no open-market trades.

How many Alphabet shares did Walker acquire through GSU vesting?

He converted 17,805 GSUs (7,054 + 4,726 + 6,025) into the same number of Class C shares at $0 cost.

Were any Alphabet shares sold on the open market?

No. Shares marked "F" were withheld by Alphabet at $167.74 solely to cover taxes, not sold publicly.

What is Walker’s ownership after the reported transactions?

Direct holdings: 98,543 GSUs/shares plus 41,305 Class C shares; indirect holdings: 66,819 shares via Arete Trust.

Do these insider transactions affect Alphabet’s share count materially?

No. The net changes are under 0.002 % of Alphabet’s total shares outstanding—financially immaterial.