Alphabet (GOOG) CLO John Kent Walker reports GSU vesting, tax withholding and share conversion

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Alphabet Inc. executive John Kent Walker, President, Global Affairs and Chief Legal Officer, reported routine equity compensation activity involving Class C Google Stock Units (GSUs) and Class C capital stock. The filing shows a conversion of derivative securities and related tax withholding tied to previously granted GSUs that are now vesting over time.

Walker converted 1,624 GSUs into an equal number of shares of Alphabet Class C capital stock at a stated price of $0.00 per share, reflecting a non-cash derivative conversion. To cover tax obligations from GSU vesting, 1,639 Class C Google Stock Units were withheld at a value of $379.38 per share, characterized as a tax-withholding disposition rather than an open-market sale.

After these transactions, Walker directly holds 8,140 shares of Class C capital stock and also has indirect ownership of 84,288 shares of Class C capital stock through the Arete Trust, where he and Diana Ruth Walsh serve as trustees. Footnotes describe detailed vesting schedules for multiple GSU grants, with units vesting in specified fractions on quarterly dates, all subject to continued employment on the applicable vesting dates. Overall, the activity reflects ongoing vesting and settlement of long-term equity awards, not discretionary market trading.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider WALKER JOHN KENT

Role President, Global Affairs, CLO

Type	Security	Shares	Price	Value
Conversion	Class C Google Stock Units	1,624	$0.00	--
Tax Withholding	Class C Google Stock Units	1,639	$379.38	$622K
Conversion	Class C Capital Stock	1,624	$0.00	--
holding	Class C Capital Stock	--	--	--
holding	Class C Google Stock Units	--	--	--
holding	Class C Google Stock Units	--	--	--

Holdings After Transaction: Class C Google Stock Units — 69,225 shares (Direct, null); Class C Capital Stock — 8,140 shares (Direct, null); Class C Capital Stock — 84,288 shares (Indirect, By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees)

Footnotes (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). Vesting of GSUs grant of which was previously reported in Form 4. Shares withheld to satisfy tax obligations arising out of vesting of GSUs. 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. 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.

Key Figures

GSUs converted to Class C shares: 1,624 shares Shares withheld for taxes: 1,639 units Tax withholding reference price: $379.38 per share +3 more

6 metrics

GSUs converted to Class C shares 1,624 shares Conversion of derivative security on May 25, 2026

Shares withheld for taxes 1,639 units Tax-withholding disposition on GSU vesting

Tax withholding reference price $379.38 per share Value used for GSU tax-withholding disposition

Direct Class C holdings after transaction 8,140 shares Alphabet Class C capital stock held directly

Indirect Class C holdings via trust 84,288 shares Class C capital stock held by Arete Trust

Tax-withholding GSU count in summary 1,639 shares transactionSummary taxWithholdingShares

Key Terms

Class C Google Stock Units, tax-withholding disposition, Conversion of derivative security, Arete Trust, +1 more

5 terms

Class C Google Stock Units financial

"Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Conversion of derivative security financial

"transaction_code_description: Conversion of derivative security"

Arete Trust financial

"By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees"

vesting financial

"GSUs will vest on the 25th of the month of the Grant Date; 7/180 of GSUs will vest"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 09:10 PM

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Google Stock Units⁽¹⁾	05/25/2026		C⁽²⁾		1,624	D	$0	69,225	D
Class C Google Stock Units⁽¹⁾	05/25/2026		F⁽³⁾		1,639	D	$379.38	67,586	D
Class C Capital Stock	05/25/2026		C⁽²⁾		1,624	A	$0	8,140	D
Class C Capital Stock								84,288	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees
Class C Google Stock Units⁽⁴⁾								28,578	D
Class C Google Stock Units⁽⁵⁾								59,820	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 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 Walker	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock activity did Alphabet (GOOG) report for John Kent Walker?

Alphabet reported routine equity activity for John Kent Walker involving vesting Google Stock Units and related share movements. The filing shows derivative conversions into Class C stock and shares withheld to pay taxes, rather than open-market purchases or sales, reflecting normal long-term compensation vesting.

How many Alphabet Class C shares did John Kent Walker acquire in this Form 4?

John Kent Walker acquired 1,624 shares of Alphabet Class C capital stock through conversion of derivative securities. These shares came from vested Class C Google Stock Units, with a stated conversion price of $0.00 per share, indicating settlement of previously granted equity awards rather than a cash purchase.

How many Alphabet shares were withheld for John Kent Walker’s tax obligations?

A total of 1,639 Class C Google Stock Units were withheld to satisfy tax obligations arising from GSU vesting. These units were valued at $379.38 per share for this purpose, and the disposition is categorized as tax withholding, not an open-market sale of Alphabet stock.

What are John Kent Walker’s Alphabet Class C shareholdings after these transactions?

Following these transactions, John Kent Walker directly holds 8,140 shares of Alphabet Class C capital stock. He also has indirect ownership of 84,288 additional Class C shares through the Arete Trust, where he and Diana Ruth Walsh act as trustees responsible for the trust’s holdings.

What are Class C Google Stock Units (GSUs) in Alphabet’s compensation plans?

Class C Google Stock Units are equity awards entitling the holder to receive one Alphabet Class C share for each unit as it vests. Vesting occurs in scheduled fractions over time, such as quarterly installments, and is conditioned on continued employment on the specified vesting dates.

Do the reported Alphabet insider transactions involve open-market buying or selling?

The reported transactions involve derivative conversions and tax withholding, not open-market buying or selling. Shares were received via conversion of vested GSUs at $0.00 per share, while separate units were withheld to cover tax obligations triggered by the vesting of those stock unit grants.