Alphabet (GOOGL) Director Gifts 1,903 Class C Shares to Trust – Form 4

Alphabet Inc. (GOOGL) – Form 4 filing dated 8 Aug 2025: Director John L. Hennessy reported an internal, non-monetary transfer of Class C shares.

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 filing dated 8 Aug 2025: Director John L. Hennessy reported an internal, non-monetary transfer of Class C shares.

• Transaction: On 06 Aug 2025, 1,903 Class C shares were gifted (Code G) from his direct account to the John L. Hennessy & Andrea J. Hennessy Revocable Trust.
• Consideration: $0; no open-market sale occurred.
• Post-transaction holdings: Direct ownership reduced to 0.55 Class C share; indirect trust holdings increased to 7,916 Class C shares and 21,824 Class A shares.
• Equity awards still outstanding: 7,846 Class C Google Stock Units (GSUs) spread across four grants, each vesting monthly in 1/48 increments, contingent on continued Board service.

No change in total economic exposure; the filing simply documents a shift from direct to indirect ownership. The event is routine and does not affect Alphabet’s capital structure, earnings, or public float.

Insights

Securities Analyst

TL;DR: Routine intra-family gift; neutral for GOOGL investors.

The Form 4 shows a director moving 1,903 Class C shares to a revocable trust, a common estate-planning step. No open-market sale, dilution, or insider buying occurred, and the share count is immaterial relative to Alphabet’s 13 bn-plus shares. Outstanding GSUs remain unchanged and vest monthly, so future dilution is already modeled. The transaction signals neither bullish nor bearish sentiment and has no valuation impact.

Insider Trade Summary

3,806 shares gifted

Gift 7 txns

Insider Hennessy John L.

Role Director

Type	Security	Shares	Price	Value
Gift	Class C Capital Stock	1,903	$0.00	$0.00
Gift	Class C Capital Stock	1,903	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class C Google Stock Units	--	--	--
holding	Class C Google Stock Units	--	--	--
holding	Class C Google Stock Units	--	--	--
holding	Class C Google Stock Units	--	--	--

Holdings After Transaction: Class C Capital Stock — 0.55 shares (Direct); Class C Capital Stock — 7,916 shares (Indirect, By The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93); Class A Common Stock — 21,824 shares (Indirect, By The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93); Class C Google Stock Units — 7,846 shares (Direct)

Footnotes (4)

1. F1. 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. 1/48th 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.
2. F2. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
3. F3. 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.
4. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did John L. Hennessy report in the latest GOOGL Form 4?

A gift transfer of 1,903 Class C shares from direct ownership to his revocable trust on 06 Aug 2025.

Did the Alphabet director sell any shares for cash?

No. The filing lists Code G (gift) with a price of $0; there was no open-market sale.

How many Alphabet shares does Hennessy now hold indirectly?

After the transfer, the revocable trust holds 7,916 Class C and 21,824 Class A shares.

Are there unvested Alphabet stock units involved?

Yes. Hennessy retains 7,846 Class C GSUs that vest monthly, subject to continued Board service.

Is this Form 4 considered material to Alphabet investors?

It is generally viewed as non-material because it does not alter Alphabet’s financials or share count.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/07/2025 - 06:12 PM Learn about SEC filing dates

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^*

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)
08/06/2025

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	08/06/2025		G		1,903	D	$0	0.55	D
Class C Capital Stock	08/06/2025		G		1,903	A	$0	7,916	I	By The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93
Class A Common Stock								21,824	I	By The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93
Class C Google Stock Units(1)								1,026	D
Class C Google Stock Units(2)								1,956	D
Class C Google Stock Units(3)								2,044	D
Class C Google Stock Units(4)								2,820	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. 1/48th 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.

2. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

3. 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.

4. 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.

	Valentina Margulis, as Attorney-in-Fact for John L. Hennessy	08/07/2025
	** 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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