GOOGL Form 4: Frances Arnold Disposes GSUs Under 10b5-1 Plan

Rhea-AI Filing Summary

Frances H. Arnold, an Alphabet Inc. director, reported multiple dispositions of Class C shares and Google Stock Units. On 08/28/2025 she sold 102 shares of Alphabet Class C capital stock at $207.80 per share, leaving 17,387 Class C shares beneficially owned. The filing also reports dispositions of 664, 1,311, 1,390 and 1,932 Google Stock Units (GSUs). The GSUs convert one-for-one into Class C shares as they vest and have scheduled monthly vesting patterns described in the filing. The reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 26, 2024.

Positive

• Transactions executed under a Rule 10b5-1 plan, which provides pre-established trading parameters and reduces timing concerns
• Clear disclosure of remaining beneficial ownership (17,387 Class C shares) showing continued meaningful stake

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sold a small number of shares under a 10b5-1 plan; remaining holdings remain substantial.

The Form 4 shows a modest open-market sale of 102 Class C shares at $207.80 and multiple dispositions of GSUs. The remaining direct beneficial ownership of 17,387 Class C shares indicates ongoing substantial ownership. The disclosure of a pre-established Rule 10b5-1 plan reduces concerns about opportunistic timing, as trades were planned on July 26, 2024. For investors, this filing is routine insider liquidity rather than a signal of material corporate change.

Corporate Governance Expert

TL;DR: Transactions are governed by a documented trading plan; disclosure is transparent and standard.

The reporting person is identified as a director and used a 10b5-1 plan to effect the reported dispositions. The filing details vesting schedules for multiple GSU grants and confirms one-for-one conversion into Class C shares upon vesting. From a governance perspective, use of a documented plan and clear vesting descriptions aligns with best practices for insider trading transparency. No governance irregularities or unusual container transactions are evident from the disclosed items.

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).

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^*

ARNOLD FRANCES

(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)
08/28/2025

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	08/28/2025		S		102	D	$207.8	17,387	D
Class C Google Stock Units(1)								664	D
Class C Google Stock Units(2)								1,311	D
Class C Google Stock Units(3)								1,390	D
Class C Google Stock Units(4)								1,932	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. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

2. /48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

3. 1/48 of GSUs vests 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 such 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.

Remarks:

Transaction reported in this Form 4 was effected purusant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on July 26, 2024.

	/s/ Fadillah Badar, as Attorney-in-Fact for Frances H. Arnold	08/29/2025
	** 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).
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FAQ

What did Frances H. Arnold sell according to the Form 4 for GOOGL?

The filing reports a sale of 102 Class C shares at $207.80 per share on 08/28/2025 and dispositions of 664, 1,311, 1,390, and 1,932 Google Stock Units.

How many Alphabet (GOOGL) Class C shares does the reporting person own after the transactions?

The report shows 17,387 Class C shares beneficially owned following the reported transactions.

Were the trades by the Alphabet insider part of a trading plan?

Yes; the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on July 26, 2024, as disclosed in the Form 4.

What are Google Stock Units (GSUs) as described in the filing?

The filing states GSUs entitle the reporting person to receive one share of Class C capital stock for each GSU as the GSU vests, with specific monthly vesting schedules described.

Does the Form 4 indicate any change in the reporting person’s role at Alphabet (GOOGL)?

No. The filing identifies Frances H. Arnold as a director and does not disclose any change in her relationship to the issuer.