GOOGL Insider Filing: Roger W. Ferguson Jr. Records GSUs and DEUs from Dividend

Rhea-AI Filing Summary

Alphabet director Roger W. Ferguson Jr. reported multiple acquisitions of Google Stock Units (GSUs) and dividend equivalent units (DEUs) on 09/15/2025 that vest over scheduled monthly periods. The Form 4 shows several GSU grants and DEUs credited in connection with a cash dividend distributed 09/15/2025, with specific reported increases of 664, 1,312, 1,392 and a disposal-like entry of 1,930 Class C Google Stock Units, plus existing beneficial ownership of 7,297 Class C shares directly and 53,300 Class C shares indirectly via the Roger W Ferguson Jr 2016 Revocable Trust. The filing was signed by an attorney-in-fact on 09/17/2025.

Positive

• Director awards disclosed: Multiple Google Stock Units (GSUs) and dividend equivalent units (DEUs) were recorded, showing alignment of director compensation with equity incentives
• Clear vesting schedules: GSUs/DEUs vest monthly with specified 1/48th or alternate monthly schedules, providing transparency on future share delivery
• Ownership disclosure: Reporting shows both direct (7,297 Class C shares) and indirect (53,300 Class C shares via revocable trust) holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity awards and accrued dividend units recorded; not a disposition of underlying stock.

The Form 4 documents director compensation in the form of Google Stock Units and related dividend equivalent units that vest monthly under board-service conditions. The reported amounts reflect accruals tied to a dividend paid 09/15/2025 and scheduled vesting patterns (1/48th monthly or specified monthly schedules). A mix of direct and indirect holdings is disclosed, including 7,297 Class C shares directly and 53,300 indirectly via a revocable trust, indicating concentrated ownership through customary director grants rather than open-market trades.

Corporate Governance Expert

TL;DR: Standard director compensation disclosure; vesting tied to continued board service and dividend accruals.

The filing follows expected governance practice by reporting GSUs and DEUs with clear vesting schedules linked to continued board service. The Form 4 clarifies the nature of DEUs as dividend-equivalent units that vest with the underlying GSUs and notes indirect ownership via a revocable trust. Execution and signature by an attorney-in-fact are documented, showing procedural compliance with Section 16 filing requirements.

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

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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^*

Ferguson Roger W. Jr.

(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)
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 Google Stock Units(1)	09/15/2025		A		1(2)	A	$0	664(3)	D
Class C Google Stock Units(4)	09/15/2025		A		1(2)	A	$0	1,312(5)	D
Class C Google Stock Units(6)	09/15/2025		A		1(2)	A	$0	1,392(7)	D
Class C Google Stock Units(8)	09/15/2025		A		2(2)	D	$0	1,930(9)	D
Class C Capital Stock								7,297	D
Class C Capital Stock								53,300	I	By Roger W Ferguson Jr 2016 Revocable Trust

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 Google Stock Units (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. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on the Board on the appliable vesting dates.

2. 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.

3. Consists of 4 DEUs and 660 GSUs.

4. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested,subject to continued service on the Board on the appliable vesting dates.

5. Consists of 9 DEUs and 1,303 GSUs.

6. 1/48 of GSUs vests 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 appliable vesting dates.

7. Consists of 8 DEUs and 1,384 GSUs.

8. 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.

9. Consists of 2 DEUs and 1,932 GSUs.

	/s/ Kenneth Yi, as Attorney-in-Fact for Roger W. Ferguson Jr.	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.
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FAQ

What transactions did Roger W. Ferguson Jr. report on Form 4 for GOOGL?

The Form 4 reports acquisitions of Google Stock Units (GSUs) and dividend equivalent units (DEUs) on 09/15/2025, tied to a cash dividend distributed that day.

How many Class C shares does the filing show beneficially owned by Roger W. Ferguson Jr.?

The filing shows 7,297 Class C shares directly owned and 53,300 Class C shares owned indirectly via the Roger W Ferguson Jr 2016 Revocable Trust.

What are DEUs and how do they vest according to the filing?

DEUs are dividend equivalent units that accrued on GSUs and will vest on the same schedule as the underlying GSUs; each DEU converts to one Class C share as it vests.

Were any securities disposed of in this Form 4?

The table lists an entry coded as a D for 1,930 Class C Google Stock Units on 09/15/2025, but the filing primarily documents acquisitions of GSUs and DEUs and existing ownership amounts.

Who signed the Form 4 for Roger W. Ferguson Jr.?

The form was signed by Kenneth Yi as attorney-in-fact for Roger W. Ferguson Jr. on 09/17/2025.