Alphabet (NASDAQ: GOOG) officer sells 933 Class C shares under plan

Rhea-AI Filing Summary

Alphabet Inc. VP and Chief Accounting Officer Amie Thuener O'Toole reported selling 933 shares of Alphabet Class C capital stock on 02/02/2026 at a weighted average price of $336.55 per share, with individual trade prices ranging from $336.55 to $337.55.

After this sale, she directly holds 9,916 shares of Class C capital stock and 8,940 shares of Class A common stock. She also holds Class C Google Stock Units that convert into Class C shares as they vest, with one grant covering 9,517 units and another 14,047 units, both subject to multi‑year monthly vesting starting March 25, 2025 and extending into 2027, conditioned on continued employment. The sale was executed under a Rule 10b5‑1 trading plan adopted on May 23, 2025.

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

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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^*

O'Toole Amie Thuener

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		S		933	D	$336.55(1)	9,916	D
Class A Common Stock								8,940	D
Class C Google Stock Units(2)								9,517	D
Class C Google Stock Units(3)								14,047	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 $336.55 to $337.55, 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 footnote (1).

2. 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 vests. 1/18th of the grant will vest on the 25th day of the month starting on March 25, 2025; 1/36th of the grant will vest on the 25th day of each month starting on March 25, 2026; and 1/36th of the grant will vest on March 1, 2027, subject to continued employment on each vesting date.

3. 1/36th of the grant will vest on the 25th day of the month starting on March 25, 2025; and 1/36th of the grant will vest on 1st of the month starting April 1, 2027, subject to continued employment on each vesting date.

Remarks:

Transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on May 23, 2025.

	/s/ Fadillah Badar as Attorney-in-Fact for Amie Thuener O'Toole	02/03/2026
	** 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 insider transaction did Alphabet (GOOG) report for Amie Thuener O'Toole?

Alphabet VP and Chief Accounting Officer Amie Thuener O'Toole sold 933 shares of Class C capital stock on February 2, 2026. The weighted average sale price was $336.55 per share, with individual trades executed between $336.55 and $337.55.

How many Alphabet shares does Amie Thuener O'Toole hold after this Form 4?

After the reported transaction, Amie Thuener O'Toole holds 9,916 shares of Alphabet Class C capital stock and 8,940 shares of Class A common stock. She also beneficially owns Class C Google Stock Units that settle into additional Class C shares as they vest over time.

What is the price range for the Alphabet (GOOG) shares sold in this filing?

The filing shows a weighted average sale price of $336.55 per Class C share. Individual trades occurred in multiple transactions at prices ranging from $336.55 to $337.55, and detailed trade breakdowns are available to shareholders or SEC staff upon request.

What are Alphabet Class C Google Stock Units held by Amie Thuener O'Toole?

Class C Google Stock Units give the holder one share of Alphabet Class C capital stock for each unit as it vests. The filing notes grants of 9,517 and 14,047 units, both subject to specified vesting schedules and continued employment on each vesting date.

What is the vesting schedule for Amie Thuener O'Toole’s Alphabet stock units?

One grant vests 1/18th on March 25, 2025, then 1/36th monthly from March 25, 2026, with the final 1/36th on March 1, 2027. Another grant vests 1/36th monthly from March 25, 2025 and then 1/36th on the first of each month starting April 1, 2027.

Was the Alphabet insider sale by Amie Thuener O'Toole under a 10b5-1 plan?

Yes. The transaction reported in this Form 4 was executed under a Rule 10b5‑1 trading plan. The filing states the trading plan was adopted by Amie Thuener O'Toole on May 23, 2025, providing a prearranged framework for selling shares.