Alphabet CEO Reports Multiple Share Disposals, GSUs and Class A Sales

Rhea-AI Filing Summary

Sundar Pichai, CEO and Director of Alphabet Inc. (GOOGL), reported sales executed on 08/20/2025 under a Rule 10b5-1 trading plan adopted December 2, 2024. The Form 4 shows multiple disposals of Class C capital stock totaling 32,500 shares sold on 08/20/2025 at weighted-average prices between about $197.57 and $202.77 per share as described in footnotes. The filing also records dispositions of 149,622 Google Stock Units and 227,560 shares of Class A common stock as reported on the form. The form discloses the remaining Class C holdings after sales (2,462,392 shares) and explains that the GSUs vest monthly/quarterly with 1/12th having vested beginning March 25, 2023.

Positive

• Disclosures made under a Rule 10b5-1 trading plan, reducing ambiguity about the intent of the sales
• Detailed footnotes provide weighted-average price ranges and offer to supply per-price execution details on request
• Timely Section 16 reporting with attorney-in-fact signature and transaction date clearly recorded
• Vesting schedule disclosed for Google Stock Units (1/12th vested March 25, 2023 and quarterly thereafter)

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sales executed under a pre-established 10b5-1 plan; disclosures are routine and non-surprising.

The transactions are fully disclosed and were made under a documented Rule 10b5-1 trading plan, which reduces ambiguity about intent. The Form 4 lists specific share counts sold on 08/20/2025 and provides weighted-average price ranges in the footnotes, supporting transparency about execution. For investors, these are routine liquidity events and vesting-related disposals rather than company performance signals, given the stated plan and GSU vesting mechanics.

Corporate Governance Expert

TL;DR: Reporting follows Section 16 requirements and cites an established 10b5-1 plan, indicating compliance with insider-trading rules.

The filing includes clear identification of the reporting person, relationship to the issuer, transaction dates, and explanatory footnotes for price ranges. It documents the attorney-in-fact signature and the 10b5-1 plan adoption date, demonstrating procedural compliance. The presence of substantial remaining holdings is noted, with the Form showing over 2.46 million Class C shares retained after the reported sales.

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^*

Pichai Sundar

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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 Capital Stock	08/20/2025		S		4,637	D	$198.22(1)	2,490,255	D
Class C Capital Stock	08/20/2025		S		5,729	D	$199.06(2)	2,484,526	D
Class C Capital Stock	08/20/2025		S		13,161	D	$200.22(3)	2,471,365	D
Class C Capital Stock	08/20/2025		S		8,473	D	$200.83(4)	2,462,892	D
Class C Capital Stock	08/20/2025		S		500	D	$201.91(5)	2,462,392	D
Class C Google Stock Units(6)								149,622	D
Class A Common Stock								227,560	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 $197.57 to $198.57, 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) to (4) 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 $198.57 to $199.57, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.57 to $200.57, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.57 to $201.57, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.77 to $202.77, inclusive.

6. 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 GSU vested on March 25, 2023 and an additional 1/12th of the GSU vests quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.

Remarks:

All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 2, 2024.

	s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai	08/21/2025
	** 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 did Sundar Pichai report selling on Form 4 for GOOGL?

The Form 4 reports sales of 32,500 Class C shares on 08/20/2025 and dispositions listed as 149,622 Google Stock Units and 227,560 Class A shares as shown on the form.

Were the insider transactions executed under a trading plan for GOOGL?

Yes. All transactions reported were effected pursuant to a Rule 10b5-1 trading plan adopted December 2, 2024.

What prices did Sundar Pichai receive for the Class C share sales?

The filing reports weighted-average prices with ranges in footnotes: approximately $197.57–$202.77 per share across the multiple transactions.

How many Class C shares did Sundar Pichai hold after the reported sales?

The Form 4 shows 2,462,392 Class C shares beneficially owned following the reported transactions.

What is the vesting schedule for the Google Stock Units mentioned in the filing?

Footnote (6) states GSUs vest with 1/12th having vested on March 25, 2023 and an additional 1/12th vesting quarterly thereafter until fully vested, subject to continued employment.