GOOGL Form 4: Director acquires Class C GSUs and dividend-equivalent units

Rhea-AI Filing Summary

R. Martin Chavez, a director of Alphabet Inc. (GOOGL), received multiple Class C Google Stock Units (GSUs) and dividend equivalent units (DEUs) tied to existing GSUs that vest over time. The reported transactions on 09/15/2025 show acquisitions of DEUs and GSUs in several grant tranches: totals reported following the transactions include 2,036; 1,312; 1,392; and 1,934 Class C Google Stock Units across separate grant lines, plus 8,453 shares of Class C capital stock held directly. The DEUs reflect dividend equivalents declared earlier and will convert to one share of Class C capital stock per DEU as they vest on the same schedule as the underlying GSUs. Vesting schedules are monthly in varying proportions (1/48th monthly or mixed 1/48th then monthly changes), and the reported acquisitions list $0 as the price, indicating these were compensatory equity vesting and dividend-equivalent accruals rather than open-market purchases.

Positive

• Director acquired additional GSUs and DEUs through scheduled vesting, increasing beneficial ownership and aligning interests with shareholders
• DEUs convert one-for-one into Class C shares as they vest, preserving the economic value of declared dividends for the reporting person

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director equity vesting increased insider holdings; no cash purchases or sales reported, so limited immediate market impact.

This Form 4 documents compensatory equity vesting and dividend-equivalent accruals for a board director rather than active trading. The transactions increase the reporting person's beneficial ownership across multiple GSU tranches and reflect previously granted awards paying DEUs tied to a declared dividend. Because the reported price is $0 and the activity is vesting-driven, these entries are typically neutral for short-term liquidity or market signaling, though they modestly raise insider stake alignment with shareholders.

Corporate Governance Expert

TL;DR: Vesting of director equity aligns compensation with service; disclosure is standard and increases disclosed ownership.

The filing clarifies the nature and schedule of multiple GSU grants and associated dividend equivalent units, noting monthly vesting schedules and conversion terms (one share per GSU or DEU upon vesting). From a governance perspective, documented vesting schedules and DEU treatment are consistent with typical director compensation practices and enhance transparency about insider alignment without indicating any change in control or extraordinary compensation events.

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^*

CHAVEZ R. MARTIN

(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		2(2)	A	$0	2,036(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)	A	$0	1,934(9)	D
Class C Capital Stock								8,453	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. 1/4th of GSUs vested on July 25, 2023 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. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of September 15, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on June 16, 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 13 DEUs and 2,023 GSUs.

4. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests monthly thereafter until the GSUs are fully vested, subject to continued service on such 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 employment on such 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 R. Martin Chavez	09/16/2025
	** 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

What did R. Martin Chavez report on the Form 4 for GOOGL?

He reported acquisitions of Class C Google Stock Units (GSUs) and dividend equivalent units (DEUs) that vest over time, increasing his beneficial ownership.

How many Class C capital shares are reported as beneficially owned following the transactions?

The filing lists 8,453 shares of Class C capital stock held directly, plus multiple GSU balances reported as 2,036; 1,312; 1,392; and 1,934 units in separate lines.

Were these transactions purchases or compensatory vesting?

The transactions are compensatory vesting and dividend-equivalent accruals reported at a $0 price, not open-market purchases.

What do the DEUs represent in this filing?

DEUs are dividend equivalent units accrued on GSUs from a declared cash dividend; each DEU converts to one Class C share as it vests on the underlying GSU schedule.

When do the GSUs and DEUs vest?

Vesting schedules vary by grant: generally 1/48th monthly or a combination of 1/48th then monthly changes, with specific monthly vesting dates described in the filing.