Alphabet CEO Reports 32,500 Share Sales; GSUs/DEUs Vesting

Rhea-AI Filing Summary

Sundar Pichai, Alphabet Inc. CEO and Director, reported multiple open-market disposals of Class C capital stock on September 17, 2025 and the accrual/vesting of Google Stock Units and dividend equivalent units. The Form 4 shows combined sales of 32,500 Class C shares executed across several transactions at weighted-average prices ranging roughly from $247 to $251, reducing his direct Class C holdings from higher levels to 2,397,392 shares. The filing also reports the receipt of 125 dividend-equivalent units tied to GSUs that bring total beneficial holdings of GSUs/DEUs to 149,748 and 227,560 Class A shares reported as owned. All transactions were effected under a Rule 10b5-1 trading plan.

Positive

• Equity awards continuing to vest: Accrual of 125 dividend-equivalent units and ongoing GSUs/DEUs totaling 149,748, indicating ongoing compensation alignment.
• Transactions executed under Rule 10b5-1: Sales were conducted pursuant to a pre-established trading plan adopted on 12/02/2024, showing compliance with insider trading policies.

Negative

• Insider share disposals: CEO sold 32,500 Class C shares on 09/17/2025 at weighted-average prices between approximately $247 and $251.
• Reduction in direct Class C holdings: Reported direct ownership of Class C capital stock after the transactions is 2,397,392 shares.

Insights

Securities Analyst

TL;DR: CEO executed predetermined Rule 10b5-1 sales totaling 32,500 Class C shares at ~$247–$251, while GSUs/DEUs continued to vest.

The reported sales consist of five disposition entries on 09/17/2025 totaling 32,500 Class C shares at weighted-average prices in the $247–$251 range, reducing direct Class C holdings to 2,397,392 shares. The Form 4 also records an accrual of 125 dividend-equivalent units on 09/15/2025 and shows aggregate beneficial ownership of 149,748 GSUs/DEUs and 227,560 Class A shares. The filer states all trades were executed pursuant to a Rule 10b5-1 plan adopted 12/02/2024, indicating pre-arranged timing rather than opportunistic trading.

Corporate Governance Expert

TL;DR: Insider selling occurred under an established 10b5-1 plan; continued vesting of equity awards is routine.

The Form 4 documents routine governance-compliant activity: multiple share dispositions on a single date under a documented Rule 10b5-1 plan and the vesting/accrual of GSUs and DEUs tied to existing awards. The filing provides weighted-average price ranges and a statement offering further granularity upon request, and it includes a manual signature via attorney-in-fact. No amendments or other governance actions are reported.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/15/2025

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	09/17/2025		S		1,165	D	$247.59(1)	2,428,727	D
Class C Capital Stock	09/17/2025		S		11,390	D	$248.44(2)	2,417,337	D
Class C Capital Stock	09/17/2025		S		9,062	D	$249.57(3)	2,408,275	D
Class C Capital Stock	09/17/2025		S		6,957	D	$250.4(4)	2,401,318	D
Class C Capital Stock	09/17/2025		S		3,926	D	$251.41(5)	2,397,392	D
Class C Google Stock Units(6)	09/15/2025		A		125(7)	A	$0	149,748(8)	D
Class A Common Stock								227,560	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 $247 to $248, 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 (4) 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 $248 to $249, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249 to $250, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.01 to $251.01, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.05 to $2252.05, inclusive.

6. 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 will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.

7. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of September 8, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on September 15, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

8. Conists of 985 DEUs and 148,763 GSUs.

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	09/17/2025
	** 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).
** 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.

FAQ

What trades did Sundar Pichai report on Form 4 for GOOGL?

He reported sales of 32,500 Class C shares on 09/17/2025 and the accrual of 125 dividend-equivalent units on 09/15/2025.

At what prices were the GOOGL shares sold by the CEO?

The filings list weighted-average prices in ranges approximately from $247 to $251 across multiple transactions.

Were the transactions executed under a trading plan?

Yes. All transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/02/2024.

How many GSUs/DEUs does the Form 4 show Sundar Pichai beneficially owns?

The Form 4 reports a total of 149,748 GSUs/DEUs and 227,560 Class A common shares.

Who signed the Form 4 on behalf of Sundar Pichai?

The Form 4 is signed by Fadillah Badar, as Attorney-in-Fact for Sundar Pichai on 09/17/2025.