GOOGL Form 4: Director K. Ram Shriram reports pre-planned sale of 26K Class A shares

Rhea-AI Filing Summary

Alphabet Inc. director K. Ram Shriram reported scheduled sales of Class A common stock under a Rule 10b5-1 plan. The Form 4 shows two disposals on 08/15/2025: 14,000 Class A shares sold (weighted average price $205) and 12,000 Class A shares sold (weighted average price $205). The filing lists the reporting person’s remaining direct and indirect holdings across Class A and Class C shares and multiple irrevocable trusts and a limited partnership, plus unvested Google Stock Units that convert to Class C shares as they vest. The filer and spouse adopted 10b5-1 trading plans on May 30, 2024, and the Form notes the sales were effected pursuant to those plans.

Positive

• Sales executed under Rule 10b5-1 plans, which documents pre-arranged trading and reduces concerns about opportunistic timing
• Comprehensive disclosure of indirect holdings via trusts, limited partnership and spouse, improving transparency
• Detailed vesting schedule disclosure for Google Stock Units, clarifying future potential share issuance

Negative

• Reported sales of 14,000 and 12,000 Class A shares on 08/15/2025 could be perceived negatively by some investors
• Weighted average selling price indicates disposals at approximately $205 per share, reducing insider share count

Insights

Securities Analyst

TL;DR: Director reported pre-planned sales totaling 26,000 Class A shares at ~$205 under an established 10b5-1 plan.

The transaction is clearly characterized as Rule 10b5-1 plan activity, which typically reduces informational asymmetry by documenting a pre-arranged sell program. The Form 4 details two separate dispositions of Class A shares on the same date with weighted average prices reported in footnotes; the filer retains substantial direct and indirect holdings across Class A and Class C stock and several irrevocable trusts. From a market-impact perspective, the filing documents routine director liquidity rather than an unexpected shift in ownership or a change in control. Investors should interpret these sales as scheduled under a defensive trading plan rather than ad-hoc insider selling.

Corporate Governance Expert

TL;DR: Governance controls appear followed: sales executed under an adopted 10b5-1 plan and disclosures list trust arrangements and GSUs.

The Form 4 provides appropriate transparency about beneficial ownership structures, including multiple irrevocable trusts and Google Stock Units with specific vesting schedules. The reporting person discloses indirect ownership through spouse and limited partnership and includes explanatory footnotes about weighted average sale prices and vesting mechanics for GSUs. These disclosures align with good governance practice for director transactions, helping stakeholders understand the nature and timing of the disposals.

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).

X

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^*

Shriram Kavitark Ram

(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)
08/15/2025

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 A Common Stock	08/15/2025		S		14,000	D	$205(1)	229,400	D
Class A Common Stock	08/15/2025		S		12,000	D	$205(2)	228,400	I	By Spouse
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								320,864	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3)
Class A Common Stock								319,344	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4)
Class A Common Stock								187,710	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(5)
Class A Common Stock								187,710	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(6)
Class C Capital Stock								187,710	I	Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(5)
Class C Capital Stock								187,710	I	Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(6)
Class C Capital Stock								320,864	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3)
Class C Capital Stock								319,344	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4)
Class C Capital Stock								500,000	I	Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust(7)
Class C Capital Stock								500,000	I	Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust(8)
Class C Capital Stock								338,600	I	By Limited Partnership
Class C Capital Stock								257,226	I	By Spouse
Class C Capital Stock								345,683	D
Class C Google Stock Units(9)								724	D
Class C Google Stock Units(10)								1,370	D
Class C Google Stock Units(11)								1,432	D
Class C Google Stock Units(12)								1,974	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $$205 to $206, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (2) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205 to $206, inclusive.

3. The Reporting Person is both trustee and sole annuitant of the Ram Shriram Trust UA 09/10/2021.

4. The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram Trust UA 09/10/2021.

5. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.

6. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

7. The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25.

8. The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25.

9. 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 vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

10. 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.

11. 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.

12. 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.

Remarks:

All transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse on May 30, 2024.

	/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram	08/18/2025
	** 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.
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.

FAQ

What shares did K. Ram Shriram sell in the Form 4 for GOOGL?

The Form 4 reports sales of 14,000 and 12,000 Class A common shares on 08/15/2025.

At what price were the GOOGL shares sold according to the filing?

The filing reports a weighted average sale price of approximately $205 per share for the transactions.

Were the sales made under a pre-approved trading plan?

Yes. The Form 4 states all transactions were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person and spouse on May 30, 2024.

Does the filing disclose remaining beneficial ownership?

Yes. The filing lists remaining direct and indirect holdings across Class A and Class C shares, multiple irrevocable trusts, a limited partnership, and unvested Google Stock Units.

How do the Google Stock Units (GSUs) reported convert to shares?

The filing explains each GSU entitles the holder to one share of Class C Capital Stock as the GSU vests under the stated vesting schedules.