Alphabet (GOOGL) CEO Pichai vests GSUs and updates share holdings

Rhea-AI Filing Summary

Alphabet Inc. Chief Executive Officer Sundar Pichai reported routine equity compensation activity and updated share holdings. On May 25, 2026, 3,666 Class C Google Stock Units (GSUs) converted into Class C capital stock as part of a previously reported grant vesting schedule, while 3,700 shares were withheld at a price of $379.38 per share to satisfy tax obligations from the vesting.

Following these transactions, Pichai directly holds 1,660,390 shares of Class C capital stock and 227,560 shares of Class A common stock. In addition, 555,732 shares of Class C capital stock are held indirectly in the Anjali Pichai 2026 Annuity Trust, where his spouse is sole trustee and annuitant, and another 555,732 Class C shares are held in the Sundararajan Pichai 2026 Annuity Trust, where he is sole trustee and annuitant. The filing reflects vesting and tax withholding rather than open‑market buying or selling.

Insights

Equity compensation and governance analyst

Routine GSU vesting for Alphabet’s CEO with tax withholding, no open-market trades.

The filing shows Sundar Pichai receiving 3,666 Class C shares through conversion of Google Stock Units as they vest, with 3,700 shares delivered to cover tax liabilities at $379.38 per share. This is standard equity compensation mechanics rather than a discretionary stock trade.

After these updates, he reports direct ownership of 1,660,390 Class C shares and 227,560 Class A shares, plus significant indirect Class C holdings in two 2026 annuity trusts. The absence of open‑market purchases or sales, and the tax‑withholding code F designation, suggest these events are administrative and not a signal of changing sentiment.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Pichai Sundar

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Class C Google Stock Units	3,666	$0.00	--
Tax Withholding	Class C Google Stock Units	3,700	$379.38	$1.40M
Conversion	Class C Capital Stock	3,666	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class C Capital Stock	--	--	--
holding	Class C Capital Stock	--	--	--

Holdings After Transaction: Class C Google Stock Units — 232,053 shares (Direct, null); Class C Capital Stock — 1,660,390 shares (Direct, null); Class A Common Stock — 227,560 shares (Direct, null); Class C Capital Stock — 555,732 shares (Indirect, Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026)

Footnotes (1)

1. 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 grant will vest March 25, 2026. An additional 1/36th will vest on the 25th day of the month from April 25, 2026 through January 25, 2027, and on the 1st day of the month from March 1, 2027 through January 1, 2029, subject to continuing employment on the applicable vesting dates. Vesting of GSUs grant of which was previously reported in Form 4. Shares withheld to satisfy tax obligations arising out of vesting of GSUs. The Reporting Person is sole trustee and sole annuitant of the Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026. The Reporting Person's spouse is sole trustee and sole annuitant of the Anjali Pichai 2026 Annuity Trust dtd 02/18/2026.

Key Figures

GSUs converted: 3,666 shares Tax-withholding shares: 3,700 shares Tax-withholding price: $379.38 per share +4 more

7 metrics

GSUs converted 3,666 shares Class C Google Stock Units converted to Class C capital stock on May 25, 2026

Tax-withholding shares 3,700 shares Shares delivered to satisfy tax obligations on May 25, 2026

Tax-withholding price $379.38 per share Value for shares used to satisfy tax obligations

Direct Class C holdings 1,660,390 shares Alphabet Class C capital stock held directly after transactions

Direct Class A holdings 227,560 shares Alphabet Class A common stock held directly after transactions

Anjali Pichai trust holdings 555,732 shares Alphabet Class C capital stock held in Anjali Pichai 2026 Annuity Trust

Sundararajan Pichai trust holdings 555,732 shares Alphabet Class C capital stock held in Sundararajan Pichai 2026 Annuity Trust

Key Terms

Class C Google Stock Units, tax-withholding disposition, derivative conversion, Annuity Trust, +1 more

5 terms

Class C Google Stock Units financial

"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."

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.

derivative conversion financial

"Conversion of derivative security"

Annuity Trust financial

"Anjali Pichai 2026 Annuity Trust dtd 02/18/2026"

Class C capital stock financial

"Class C GSUs entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock"

Form 4 Insider Transactions: What Each Field Means →

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^*

Pichai Sundar

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
			Code	V	Amount	(A) or (D)	Price
Class C Google Stock Units(1)	05/25/2026		C(2)		3,666	D	$0	232,053	D
Class C Google Stock Units(1)	05/25/2026		F(3)		3,700	D	$379.38	228,353	D
Class C Capital Stock	05/25/2026		C(2)		3,666	A	$0	1,660,390	D
Class A Common Stock								227,560	D
Class C Capital Stock								555,732	I	Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026(4)
Class C Capital Stock								555,732	I	Anjali Pichai 2026 Annuity Trust dtd 02/18/2026(5)

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 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 grant will vest March 25, 2026. An additional 1/36th will vest on the 25th day of the month from April 25, 2026 through January 25, 2027, and on the 1st day of the month from March 1, 2027 through January 1, 2029, subject to continuing employment on the applicable vesting dates.

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. The Reporting Person is sole trustee and sole annuitant of the Sundararajan Pichai 2026 Annuity Trust dtd 02/23/2026.

5. The Reporting Person's spouse is sole trustee and sole annuitant of the Anjali Pichai 2026 Annuity Trust dtd 02/18/2026.

	/s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	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)

FAQ

What insider equity activity did Alphabet (GOOGL) CEO Sundar Pichai report?

Sundar Pichai reported vesting of Class C Google Stock Units that converted 3,666 units into Class C capital stock. He also reported 3,700 shares delivered to satisfy tax obligations related to this vesting, along with updated direct and indirect Class A and Class C share holdings.

How many Alphabet Class C shares did Pichai receive and withhold for taxes?

Pichai had 3,666 Class C Google Stock Units convert into Class C capital stock and 3,700 shares withheld to cover tax obligations at a price of $379.38 per share. These are compensation-related events, not open-market stock sales or purchases, under standard equity award terms.

What are Sundar Pichai’s reported direct Alphabet share holdings after this Form 4?

After the reported transactions, Pichai directly holds 1,660,390 shares of Alphabet Class C capital stock and 227,560 shares of Class A common stock. These figures reflect the impact of vested Google Stock Units and associated tax-withholding shares recorded on May 25, 2026, in this Form 4 filing.

What are Alphabet Class C Google Stock Units (GSUs) in Pichai’s filing?

Class C Google Stock Units entitle Pichai to receive one Class C share for each unit as it vests. The footnotes state 1/12th of the grant vests March 25, 2026, with additional vesting installments through January 1, 2029, conditioned on continued employment with Alphabet.

How are annuity trusts involved in Sundar Pichai’s Alphabet holdings?

Two annuity trusts each hold 555,732 Alphabet Class C shares. Sundar Pichai is sole trustee and annuitant of the Sundararajan Pichai 2026 Annuity Trust, while his spouse holds the same roles for the Anjali Pichai 2026 Annuity Trust. These positions are reported as indirect ownership interests.

Does this Alphabet Form 4 show Sundar Pichai selling shares in the open market?

The Form 4 shows no open-market sales. Instead, it records GSUs converting into Class C shares and shares withheld for taxes, coded as a tax-withholding disposition. These mechanics are typical for equity awards and do not represent discretionary selling into the market.