Form 4: Alphabet CIO Ruth Porat Reports Stock Unit Vesting & Tax Withholding
Insider Transaction Report
Alphabet Inc.'s President and CIO, Ruth Porat, reported the vesting of Class C Google Stock Units and associated tax withholdings, alongside an increase in direct Class C Capital Stock holdings.
Summary
- Ruth Porat, President and CIO of Alphabet Inc., reported transactions related to her beneficial ownership of Alphabet Class C securities.
- On March 25, 2026, a total of 8,994 Class C Google Stock Units (GSUs) vested (4,741 from one grant and 4,253 from another).
- Concurrently, 8,994 shares of Class C Capital Stock were acquired directly due to the GSU vesting.
- Shares totaling 9,078 (4,785 and 4,293) were disposed of at a price of $289.2 per share to satisfy tax obligations arising from the GSU vesting.
- Following these transactions, Porat directly owns 777,090 shares of Class C Capital Stock and indirectly owns 1,295,000 shares through various trusts.
- Remaining direct GSU holdings are 28,546 and 59,766 units from two separate grants.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting routine executive compensation and retention, with the slight negative of shares sold for tax offset by the overall increase in direct ownership.
Positives
- Vesting of Google Stock Units indicates continued compensation and retention of a key executive.
- The acquisition of 8,994 Class C Capital Stock shares increases direct ownership.
Negatives
- A significant number of shares (9,078) were disposed of to cover tax obligations, representing a sale of stock.
Future Outlook
The filing details future vesting schedules for Class C Google Stock Units, indicating continued equity compensation for Ruth Porat through December 2026 and into January 2028, contingent on her continued employment.
Industry Context
StockSavvy.ai notes that routine Form 4 filings like this are common for executives at major technology companies such as Alphabet, reflecting the standard practice of equity-based compensation and the associated tax implications upon vesting. These transactions are typically pre-scheduled under Rule 10b5-1 plans, designed to avoid accusations of insider trading.
Comparison to Industry Standards
- This filing is a standard insider transaction report (Form 4) for executive compensation. It does not contain performance metrics for comparison.
- The structure of equity compensation, involving Restricted Stock Units (RSUs) or Google Stock Units (GSUs) with vesting schedules and tax withholdings, is a common practice across large-cap technology companies like Apple (AAPL), Microsoft (MSFT), and Amazon (AMZN) for their senior executives.
- The specific number of units and their value are commensurate with the compensation packages for C-suite executives at companies of Alphabet's scale.
Related Party Transactions
- The Reporting Person is the settlor, and her spouse is a trustee of The RAPP 2024 Irrevocable Trust, which holds 120,000 shares indirectly.
- The Reporting Person is the grantor and sole annuitant, and her spouse is the sole trustee of RAPP 2024 GT Trust One, which holds 200,000 shares indirectly.
- The Reporting Person is the grantor and sole annuitant, and her spouse is the sole trustee of RAPP 2024 GT Trust Two, which holds 975,000 shares indirectly.
Stakeholder Impact
- Shareholders: Provides transparency into executive compensation and ownership, confirming a key executive's continued equity stake in the company.
- Employees: Reinforces the company's reliance on equity-based compensation as a retention tool for senior leadership.
Next Steps
- Continued vesting of Class C Google Stock Units (Grant 1) quarterly on the 25th day of the month until fully vested.
- Continued vesting of Class C Google Stock Units (Grant 2) quarterly on the 25th day of the month from March 25, 2026, through December 25, 2026.
- Continued vesting of Class C Google Stock Units (Grant 2) quarterly on the 1st day of the month from April 1, 2027, through January 1, 2028.
Key Dates
| Date | Description |
|---|---|
| 06/25/2024 | 1/6th of Class C Google Stock Units (Grant 1) vested. |
| 09/25/2024 | 1/12th of Class C Google Stock Units (Grant 1) vested. |
| 03/25/2025 | 27/260th of Class C Google Stock Units (Grant 2) will vest. |
| 06/25/2025 | 27/260th of Class C Google Stock Units (Grant 2) will vest. |
| 09/25/2025 | 27/260th of Class C Google Stock Units (Grant 2) will vest. |
| 12/25/2025 | 27/260th of Class C Google Stock Units (Grant 2) will vest. |
| 03/25/2026 | Date of reported transactions: vesting of Class C Google Stock Units and acquisition/disposition of Class C Capital Stock. |
| 03/25/2026 | 19/260th of Class C Google Stock Units (Grant 2) will vest quarterly thereafter. |
| 03/27/2026 | Date the Form 4 was signed. |
| 12/25/2026 | Last quarterly vesting of 19/260th of Class C Google Stock Units (Grant 2) in 2026. |
| 04/01/2027 | 19/260th of Class C Google Stock Units (Grant 2) will vest quarterly thereafter. |
| 01/01/2028 | Last quarterly vesting of 19/260th of Class C Google Stock Units (Grant 2) in 2028. |
Recommendation
holdThis Form 4 filing details routine executive compensation events (GSU vesting and tax withholding) and does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It simply reflects a pre-scheduled transaction for a key executive.
Keywords
Alphabet Inc., GOOGL, Ruth Porat, SEC Form 4, Insider Trading, Stock Units, Vesting, Class C Capital Stock, Executive Compensation, Tax Withholding
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