Ruth Porat boosts Alphabet stake via dividend-equivalent units in Form 4

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 insider transaction filed 18-Jun-2025

President & CIO Ruth M. Porat reported automatic accrual of 251 dividend-equivalent units (DEUs) related to previously granted Class C Google Stock Units (GSUs) on 16-Jun-2025, attributable to the company’s June 2025 cash dividend. The DEUs—78, 50 and 123 units across three outstanding GSU grants—carry a zero acquisition price and will vest on the same schedules as the underlying GSUs.

Post-transaction beneficial ownership:

• Direct GSUs/DEUs: 66,533 + 42,559 + 104,568 = 213,660 units
• Direct Class C shares: 667,068
• Indirect Class C shares via family trusts: 1,295,000 (120,000 + 200,000 + 975,000)

This brings Porat’s aggregate reported beneficial interest to ≈2.18 million Class C shares/units.

No sales or option exercises were disclosed; all transactions were automatic accruals stemming from the dividend policy. The filing does not cite any 10b5-1 trading plan and reflects continued alignment of executive compensation with shareholder value.

Positive

• No insider sales; the officer’s total beneficial stake increased, signalling continued equity alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent accrual; negligible market impact.

The Form 4 shows Ms. Porat passively received 251 DEUs tied to June’s cash dividend. Because no open-market purchases or sales occurred and the dollar value is immaterial relative to her ~2 million-share stake, I classify the event as neutral for the stock. It simply confirms the executive’s large, long-dated equity alignment and Alphabet’s ongoing dividend program.

Corporate Governance Expert

TL;DR: Filing underscores transparent reporting of dividend-related equity accruals.

Alphabet accurately discloses DEUs, reinforcing compliance with Section 16 obligations. The sizeable indirect holdings via family trusts are reaffirmed, but there is no indication of insider selling pressure. Governance risk remains low; impact to investors is minimal.

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^*

Porat Ruth

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CIO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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)	06/16/2025		A		78(2)	A	$0	66,533(3)	D
Class C Google Stock Units(4)	06/16/2025		A		50(2)	A	$0	42,559(5)	D
Class C Google Stock Units(6)	06/16/2025		A		123(2)	A	$0	104,568(7)	D
Class C Capital Stock								667,068	D
Class C Capital Stock								120,000	I	The RAPP 2024 Irrevocable Trust(8)
Class C Capital Stock								200,000	I	RAPP 2024 GT Trust One(9)
Class C Capital Stock								975,000	I	RAPP 2024 GT Trust Two(10)

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. Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSU vests.1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.

2. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of June 9, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on June 16, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

3. Consists of 382 DEUs and 66,151 GSUs.

4. 1/6th of the GSUs vested on June 25, 2023 and an additional 1/12th of the GSUs vests quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.

5. Consists of 245 DEUs and 42,314 GSUs.

6. The GSUs will vest as follows: (i) 27/260th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.

7. Consists of 249 DEUs and 104,319 GSUs.

8. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.

9. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GP Trust One.

10. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 GP Trust Two.

	/s/ Valentina Margulis, as Attorney-in-Fact for Ruth M. Porat	06/18/2025
	** 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

How many Alphabet (GOOGL) shares does Ruth Porat now beneficially own?

The filing lists 667,068 direct Class C shares, 213,660 GSUs/DEUs and 1,295,000 indirect shares via trusts—about 2.18 million shares in total.

What triggered the new Alphabet DEUs reported on 16-Jun-2025?

The cash dividend distributed on 16-Jun-2025 generated 251 dividend-equivalent units on existing GSUs.

Did Ruth Porat sell any Alphabet stock in this Form 4?

No. All reported transactions were acquisitions of DEUs at $0; there were no disposals.

Do the DEUs vest immediately?

No. Each DEU vests on the same schedule as its underlying GSU grant, contingent on continued employment.

Is the transaction under a Rule 10b5-1 plan?

The checkbox for 10b5-1(c) was left unchecked; this was an automatic dividend accrual rather than a planned trade.