Eric E. Schmidt and affiliated entities report combined beneficial ownership of Alphabet Inc. The filing discloses an aggregate of 48,808,584 shares on an as-converted Class A basis, representing 0.83% of outstanding Class A common stock (assuming conversion of Class B shares). On an unconverted basis Mr. Schmidt beneficially owns 4.65% of outstanding Class B common stock. The Schedule 13G/A lists holdings across multiple entities including The Schmidt Family Living Trust, Schmidt Investments, The Schmidt Family Foundation, The Eric and Wendy Schmidt Fund for Strategic Innovation, and several LLCs and foundations, and it itemizes sole and shared voting and dispositive powers for each reporting person.
The disclosure clarifies that Class B shares carry ten votes per share and are convertible into Class A shares at the holder's option. The filing includes signatures by Eric E. Schmidt and authorized signatories for each affiliated entity and references an agreement under Rule 13d-1(k)(1)(iii). The report does not state any acquisitions, dispositions or intentions beyond the ownership figures disclosed.
Positive
None.
Negative
None.
Insights
TL;DR: Detailed ownership mapping shows concentrated voting power via Class B shares but aggregate economic ownership in Class A is below 1%.
The filing comprehensively maps Mr. Schmidt's direct and indirect holdings across trusts, foundations and LLCs, clarifying sole versus shared voting and dispositive powers. The important governance implication is the retention of substantial voting influence through Class B shares (unconverted basis ownership of 4.65%), which due to the 10-to-1 vote differential can preserve control disproportionate to economic stake. The document is procedural and does not indicate changes to the control structure or any transactions, but it reinforces transparency about the allocation of voting rights among affiliated entities.
TL;DR: Ownership levels are material for disclosure but fall below 5% of Class A economic interest; no transaction activity reported.
The aggregate 48,808,584 shares on an as-converted basis equal 0.83% of Class A, which is below common 5% reporting thresholds for Schedule 13D. On an unconverted basis the 4.65% of Class B shares indicates meaningful voting clout without implying an economic majority. There are no sales, purchases or intent statements in the filing; therefore this is a static ownership disclosure rather than an event-driven filing. Investors should view this as confirmatory reporting of existing holdings rather than a material change to capital structure or ownership intent.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 21)
Alphabet Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
02079K305
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Eric E. Schmidt
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
319,132.00
6
Shared Voting Power
48,489,452.00
7
Sole Dispositive Power
319,132.00
8
Shared Dispositive Power
48,489,452.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,808,584.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.83 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
This Schedule 13G relates to the following classes of securities: Class A Common Stock with CUSIP No. 02079K305 and Class B Common Stock with CUSIP No. 02079K206. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13G filing relates to the Class A Common Stock, and this comment and the notes below shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person's shares of Class B Common Stock into shares of Class A Common Stock.
Sole Voting Power and Sole Dispositive Power shown in Boxes 5 and 7 consists of (i) 316,360 shares of Class A Common Stock held directly by Mr. Schmidt and (ii) 2,772 shares of Class B Common Stock held directly by Mr. Schmidt.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of (i) 39,504,905 shares of Class B Common Stock held by The Schmidt Family Living Trust, of which Mr. Schmidt is the co-trustee, (ii) 5,331,500 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iii) 2,511,602 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (iv) 2,830,845 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president, (v) 27,100 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president, (vi) 70,000 shares of Class A Common Stock held by Special Strategies I, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member, (vii) 1,860,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member, (viii) 405,000 shares of Class A Common Stock held by Hillspire Holdings, LLC, of which Mr. Schmidt is a co-manager, and (ix) 1,280,000 shares of Class A Common Stock held by Big Hen Group I, LLC, of which The Schmidt Family Living Trust is a member.
Aggregate Amount Beneficially Owned shown in Box 9 consists of the shares reported in Boxes 5, 6, 7 and 8 and consists of 48,808,584 shares of Class A Common Stock and 39,507,677 shares of Class B Common Stock.
The Percent of Class Represented by Amount shown in Box 11 consists of 0.83% of the outstanding Class A Common Stock (assuming conversion of Class B Common Stock into Class A Common Stock). The reporting person beneficially owns 4.65% of the outstanding Class B Common Stock on an unconverted basis.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
The Schmidt Family Living Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
39,504,905.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
39,504,905.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
39,504,905.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.67 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates to the following classes of securities: Class A Common Stock with CUSIP No. 02079K305 and Class B Common Stock with CUSIP No. 02079K206. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13G filing related to the Class A Common Stock, and this comment and notes below shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person's shares of Class B Common Stock into shares of Class A Common Stock.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of (i) 34,173,405 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 5,331,500 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner
The Percent of Class Represented by Amount in shown Box 11 consists of 0.67% of the outstanding Class A Common Stock (assuming conversion of Class B Common Stock into Class A Common Stock). The reporting person beneficially owns 4.65% of the outstanding Class B Common Stock on an unconverted basis.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
The Schmidt Family Foundation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,511,602.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,511,602.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,602.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.04 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispostive Power shown in Boxes 6 and 8 consists of 2,511,602 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
The Eric and Wendy Schmidt Fund for Strategic Innovation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,830,845.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,830,845.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,830,845.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.05 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 2,830,845 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Schmidt Ocean Institute
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates Class A Common Stock with CUSIP No. 02079K305.
The Shares Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 27,100 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Special Strategies I, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
70,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
70,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
70,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 70,000 shares of Class A Common Stock held by the Special Strategies I, LLC, of which of Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Special Strategies II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,860,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,860,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,860,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.03 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consist of 1,860,000 shares of Class A Common Stock held by the Special Strategies II, LLC, of which of Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Hillspire Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
405,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
405,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
405,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.01 %
12
Type of Reporting Person (See Instructions)
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 405,000 shares of Class A Common Stock held by Hillspire Holdings, LLC, of which of The Schmidt Family Living Trust is a member.
SCHEDULE 13G
CUSIP No.
02079K305
1
Names of Reporting Persons
Big Hen Group I, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.02 %
12
Type of Reporting Person (See Instructions)
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shares Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 1,280,000 shares of Class A Common Stock held by Big Hen Group I, LLC, of which of The Schmidt Family Living Trust is a member.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Alphabet Inc.
(b)
Address of issuer's principal executive offices:
1600 Amphitheatre Parkway, Mountain View, CA 94043
Item 2.
(a)
Name of person filing:
Eric E. Schmidt
The Schmidt Family Living Trust
The Schmidt Family Foundation
The Eric and Wendy Schmidt Fund for Strategic Innovation
Schmidt Ocean Institute
Special Strategies I, LLC
Special Strategies II, LLC
Hillspire Holdings, LLC
Big Hen Group I, LLC
(b)
Address or principal business office or, if none, residence:
1010 Alma Street, Menlo Park, CA 94025
(c)
Citizenship:
Eric E. Schmidt United States of America
The Schmidt Family Living Trust N/A
The Schmidt Family Foundation N/A
The Eric and Wendy Schmidt Fund
for Strategic Innovation N/A
Schmidt Ocean Institute N/A
Special Strategies I, LLC N/A
Special Strategies II, LLC N/A
Hillspire Holdings, LLC N/A
Big Hen Group I, LLC N/A
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
02079K305
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Information disclosed on Exhibit 99.1
(b)
Percent of class:
Information disclosed on Exhibit 99.1
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Information disclosed on Exhibit 99.1
(ii) Shared power to vote or to direct the vote:
Information disclosed on Exhibit 99.1
(iii) Sole power to dispose or to direct the disposition of:
Information disclosed on Exhibit 99.1
(iv) Shared power to dispose or to direct the disposition of:
Information disclosed on Exhibit 99.1
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Eric E. Schmidt
Signature:
/s/ Eric E. Schmidt
Name/Title:
Eric. E. Schmidt
Date:
08/14/2025
The Schmidt Family Living Trust
Signature:
/S/ Eric E. Schmidt
Name/Title:
Co-Trustee
Date:
08/14/2025
The Schmidt Family Foundation
Signature:
/s/ Eric E. Schmidt
Name/Title:
Director and Vice President
Date:
08/14/2025
The Eric and Wendy Schmidt Fund for Strategic Innovation
Signature:
/s/ Eric E. Schmidt
Name/Title:
Director and President
Date:
08/14/2025
Schmidt Ocean Institute
Signature:
/s/ Eric E. Schmidt
Name/Title:
Director and Vice President
Date:
08/14/2025
Special Strategies I, LLC
Signature:
/s/ Eric E. Schmidt
Name/Title:
by Hillspire, LLC, its Manager
Date:
08/14/2025
Signature:
/s/ Eric E. Schmidt
Name/Title:
Manager
Date:
08/14/2025
Special Strategies II, LLC
Signature:
/s/ Eric E. Schmidt
Name/Title:
by Hillspire, LLC, its Manager
Date:
08/14/2025
Signature:
/s/ Eric E. Schmidt
Name/Title:
Manager
Date:
08/14/2025
Hillspire Holdings, LLC
Signature:
/s/ Eric E. Schmidt
Name/Title:
Manager
Date:
08/14/2025
Big Hen Group I, LLC
Signature:
/s/ Eric E. Schmidt
Name/Title:
by Hillspire, LLC, its Manager
Date:
08/14/2025
Signature:
/s/ Eric E. Schmidt
Name/Title:
Manager
Date:
08/14/2025
Comments accompanying signature:
Exhibit 99.2 Agreement Pursuant to Rule 13d-1(k)(1)(iii)
How many Alphabet (GOOGL) shares does Eric E. Schmidt report owning?
The filing reports an aggregate of 48,808,584 shares on an as-converted Class A basis and 39,507,677 Class B shares on an unconverted basis.
What percentage of Alphabet Class A and Class B stock does Schmidt beneficially own?
The filing states 0.83% of Class A (as-converted) and 4.65% of Class B on an unconverted basis.
Does the Schedule 13G/A indicate any recent purchases or sales by Eric E. Schmidt?
No. The filing provides ownership figures and signatory certifications but does not disclose any acquisitions, dispositions, or transaction intentions.
Which entities hold Alphabet shares on behalf of Eric E. Schmidt?
Reported holders include The Schmidt Family Living Trust, Schmidt Investments, L.P., The Schmidt Family Foundation, The Eric and Wendy Schmidt Fund for Strategic Innovation, Schmidt Ocean Institute, and several LLCs (Special Strategies I & II, Hillspire, Big Hen Group I).
Does the filing change control of Alphabet or indicate intent to influence management?
No. The filing discloses voting and dispositive powers but contains no statements of intent, plans, or proposals to influence corporate control.
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