GOOGL insider report: GSUs vest, shares withheld at $206.72

Rhea-AI Filing Summary

Amie Thuener O'Toole, VP and Chief Accounting Officer at Alphabet Inc. (GOOGL), reported routine equity activity tied to previously granted Google Stock Units (GSUs). Multiple GSUs vested and were either withheld to satisfy tax obligations or converted to Class C capital stock. Several dispositions at an indicated tax-withholding price of $206.72 reduced her direct GSU balances, while a separate acquisition of 954 shares of Class C capital stock was recorded at no cash price. Following the reported transactions the filing shows direct beneficial ownership including approximately 20,071 Class C shares and 8,940 Class A shares. The filing restates the GSU vesting timetable: monthly vesting beginning March 25, 2025, then monthly schedules through March 1, 2027, subject to continued employment.

Positive

• Recorded conversion of GSUs into Class C capital stock, reflecting compensation realization without cash outlay (954 Class C shares acquired at $0).
• Vesting schedule disclosed clearly, providing transparency on timing and conditions of equity compensation.

Negative

• Shares were withheld to satisfy tax obligations at an indicated withholding price of $206.72, reducing the reporting person's net share count.
• Multiple disposals recorded (tax withholdings), which modestly decrease direct beneficial ownership compared with pre-vesting balances.

Insights

Financial Analyst

TL;DR: Insider recorded routine compensation vesting and tax-withholding sales; no clear material change to ownership concentration.

The reported transactions are consistent with standard executive equity compensation mechanics: GSUs vest according to a published schedule, resulting in conversions to Class C stock and contemporaneous share withholding to meet tax obligations at an indicated withholding price of $206.72. A net acquisition of 954 Class C shares was recorded at $0 (conversion on vesting). Post-transaction holdings show direct beneficial ownership in the low tens of thousands of Class C and several thousand Class A shares, which suggests these movements are administrative rather than strategic market actions. Absent larger, off-schedule sales or new grants, the disclosure is informational and not a material corporate event.

Corporate Governance Expert

TL;DR: Disclosure matches expected governance practice for executive compensation vesting and tax withholding; properly reported.

The Form 4 details periodic vesting increments and corresponding withholding, including explicit vesting fractions and timing. The explanation clarifies the nature of the GSUs and withholding treatment, which aligns with standard SEC reporting obligations for insiders. The presence of both dispositions (withholdings) and a conversion/acquisition entry is normal for GSU programs and signals compliance with Section 16 reporting rather than a change in governance or control.

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).

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^*

O'Toole Amie Thuener

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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)	08/25/2025		C(2)		675	D	$0	16,972	D
Class C Google Stock Units(1)	08/25/2025		F(3)		683	D	$206.72	16,290	D
Class C Google Stock Units(4)	08/25/2025		C(2)		279	D	$0	17,112	D
Class C Google Stock Units(4)	08/25/2025		F(3)		282	D	$206.72	16,830	D
Class C Capital Stock	09/01/2025		C(2)		954	A	$0	20,071	D
Class A Common Stock								8,940	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. 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 vests. 1/18th of the grant will vest on the 25th day of the month starting on March 25, 2025; 1/36th of the grant will vest on the 25th day of each month starting on March 25, 2026; and 1/36th of the grant will vest on March 1, 2027, subject to continued employment on each vesting date.

2. Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.

3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

4. 1/36th of the grant will vest on the 25th day of the month starting on March 25, 2025; and 1/36th of the grant will vest on 1st of the month starting April 1, 2027, subject to continued employment on each vesting date.

	/s/ Kenneth Yi, as Attorney-in-Fact for Amie Thuener O'Toole	08/26/2025
	** 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

Who filed the Form 4 for GOOGL?

Amie Thuener O'Toole, VP and Chief Accounting Officer, filed the Form 4 as the reporting person.

What transactions were reported on the Form 4 for GOOGL?

Vesting of Google Stock Units (GSUs) with certain GSUs converted to Class C capital stock and shares withheld to satisfy tax obligations.

What withholding price is shown for the tax-related dispositions?

The filing shows tax-withholding dispositions at an indicated price of $206.72 per share.

How many Class C and Class A shares does the reporting person own after these transactions?

The filing reports approximately 20,071 Class C shares and 8,940 Class A shares as direct beneficial ownership following the transactions.

What is the vesting schedule for the GSUs described?

The GSUs vest in specified fractions: monthly vesting beginning March 25, 2025, continuing monthly into 2026 and a scheduled vesting on March 1, 2027, subject to continued employment.