GOOGL Form 4: Hennessy disposes 1,000 Class C shares under 10b5-1 plan

Rhea-AI Filing Summary

John L. Hennessy, a director of Alphabet Inc. (GOOGL), reported a sale of 1,000 Class C Capital Stock shares on 08/08/2025 at a reported price of $200 per share. After the reported transaction the filing shows indirect holdings via trust of 6,916 Class C shares and 21,824 Class A shares.

The Form 4 lists multiple Class C Google Stock Units with specified amounts and explains monthly vesting schedules for those GSUs. The filing states all sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust on 11/05/2024. The Form 4 was filed by one reporting person and submitted by an attorney-in-fact.

Insights

Securities Analyst

TL;DR: Routine pre-arranged director sale; small change in holdings executed under a 10b5-1 plan, unlikely to be market-moving.

The sale of 1,000 Class C shares at a reported $200 per share represents a modest, single transaction relative to Alphabet's public float and is disclosed as executed under an established Rule 10b5-1 plan. Post-transaction indirect holdings reported are 6,916 Class C and 21,824 Class A held by the reporting trust. Several Google Stock Unit grants are recorded with monthly vesting schedules, indicating ongoing vested/vesting equity compensation but no immediate dilutive event disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and reporting by trust indicate pre-arranged liquidity and routine governance compliance.

The filing documents that sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting trust, which is a governance mechanism to avoid opportunistic trading by insiders. The Form 4 also details multiple GSU vesting schedules tied to continued board service, underscoring that additional equity will vest over time rather than being immediately available. Overall, disclosures are consistent with standard insider reporting practices and present no immediate governance red flags from the information provided.

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^*

Hennessy John L.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		S		1,000	D	$200	6,916	I	By Trust
Class A Common Stock								21,824	I	By Trust
Class C Capital Stock								0.55	D
Class C Google Stock Units(1)								1,026	D
Class C Google Stock Units(2)								1,956	D
Class C Google Stock Units(3)								2,044	D
Class C Google Stock Units(4)								2,820	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 Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

2. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

3. 1/48 of GSUs will vest on the 25th day of each month following the grant date for 31 months and on the 1st day of each month for the following 17 months, subject to continued service on the Board on the applicable vesting dates.

4. 1/48 of GSUs will vest on the 25th day of each month following the grant date for 19 months and on the 1st day of each month for the following 29 months, subject to continued service on the Board on the applicable vesting dates.

Remarks:

All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 5, 2024.

	/s/ Valentina Margulis, as Attorney-in-Fact for John L. Hennessy	08/11/2025
	** 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

Who filed the Form 4 for GOOGL?

The Form 4 was filed by John L. Hennessy, identified as a Director of Alphabet Inc.

What transaction did John L. Hennessy report for GOOGL?

The filing reports a sale of 1,000 Class C Capital Stock shares on 08/08/2025 at a reported price of $200 per share.

What beneficial ownership does the filing show after the transaction?

After the reported transactions the filing shows indirect holdings of 6,916 Class C shares and 21,824 Class A shares held by the trust.

Were the sale transactions part of a trading plan?

Yes. The filing states all sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust on 11/05/2024.

What Google Stock Units (GSUs) are disclosed in the Form 4?

The Form 4 lists multiple Class C Google Stock Units with reported amounts of 1,026, 1,956, 2,044, and 2,820 and describes monthly vesting schedules for those GSUs.