GOOGL Form 4: John Hennessy receives 2,879 stock units in annual grant

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 insider filing: Board director John L. Hennessy reported receiving 2,879 Class C Google Stock Units (GSUs) on 07/02/2025 as part of his 2025 annual director equity grant. The GSUs carry no purchase price and convert 1-for-1 into Class C capital stock as they vest. According to the vesting schedule, 1/48 of the grant vests monthly for a total of 48 months, contingent upon Mr. Hennessy’s continued board service. After this transaction, the filing lists multiple unvested GSU tranches (1,127; 2,041; 2,103) and 1,601 directly held Class C shares. No sales were reported, and there is no cash outlay by the director; therefore the action is routine and has no material impact on Alphabet’s capitalization or operating outlook.

Insights

Financial Analyst

TL;DR: Routine director grant of 2,879 GSUs; minimal dilution, neutral corporate impact.

Alphabet granted John L. Hennessy 2,879 Class C GSUs at $0 as part of customary board compensation. The structured 48-month vesting aligns his incentives with long-term shareholder value. Given Alphabet’s ~12 billion shares outstanding, the grant is immaterial (<0.00003% dilution). No open-market purchases or sales occurred, so the transaction neither signals insider sentiment nor affects liquidity. Investors should view this filing as administrative rather than market-moving.

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^*

Hennessy John L.

(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)
07/02/2025

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)	07/02/2025		A(2)		2,879	A	$0	2,879	D
Class C Google Stock Units(3)								1,127	D
Class C Google Stock Units(4)								2,041	D
Class C Google Stock Units(5)								2,103	D
Class C Capital Stock								1,601	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 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. 1/48 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.

2. Annual Director grant.

3. 1/48th of GSUs vested on July 25, 2022 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.

4. 1/48th 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.

5. 1/48 of GSUs will vest 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 applicable vesting dates.

	/s/ Valentina Margulis, as Attorney-in-Fact for John L. Hennessy	07/11/2025
	** 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 insider transaction did John L. Hennessy report for Alphabet (GOOGL)?

He received 2,879 Class C Google Stock Units on 07/02/2025 as an annual director equity grant.

Did the director pay anything for the 2,879 GSUs?

No. The GSUs were granted at $0 purchase price as part of board compensation.

How will the newly granted GSUs vest?

The grant vests 1/48 each month for 48 months, provided Mr. Hennessy remains on Alphabet’s board.

How many Alphabet shares/units does Hennessy now hold?

The filing lists 2,879 newly granted GSUs plus earlier tranches of 1,127, 2,041, 2,103 GSUs and 1,601 Class C shares.

Is the transaction material to Alphabet investors?

No. The grant represents an immaterial share count and is considered routine board compensation.