Form 4: Alphabet Director Hennessy Gifts Shares to Trust

Alphabet Inc. Director John L. Hennessy reported gifting 1,903 shares of Class C Capital Stock to a revocable trust, as part of a pre-arranged plan.

Summary

• John L. Hennessy, a Director of Alphabet Inc., reported a transaction involving Class C Capital Stock.
• On August 6, 2025, Hennessy disposed of 1,903 shares of Class C Capital Stock directly via a gift (transaction code G) at a price of $0.
• Concurrently, 1,903 shares of Class C Capital Stock were acquired indirectly by The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93, also at a price of $0.
• Following this transaction, Hennessy directly owns 0.55 shares of Class C Capital Stock and indirectly owns 7,916 shares of Class C Capital Stock through the trust.
• The trust also indirectly holds 21,824 shares of Class A Common Stock.
• Hennessy also holds various Class C Google Stock Units (GSUs) directly: 1,026, 1,956, 2,044, and 2,820 units, totaling 7,846 GSUs.
• These GSU grants have staggered vesting schedules, with some having commenced vesting in July 2022 and July 2023, and others vesting monthly over periods ranging from 19 to 48 months.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: A score of 5 (neutral) is assigned because this Form 4 reports a gift transaction from a director to a family trust, which is a common and often pre-planned event (indicated by the 10b5-1 box). It does not reflect a sale for cash or a significant change in the company's financial health or strategic direction. The shares remain beneficially owned by the director through the trust.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic approach to share disposition, which can reduce concerns about opportunistic insider trading.
• The shares remain within a trust controlled by the reporting person, maintaining a beneficial interest.

Negatives

• Direct beneficial ownership of Class C Capital Stock by the reporting person decreased from 1,903 shares to 0.55 shares.

Future Outlook

The filing details future vesting schedules for Class C Google Stock Units, indicating continued equity compensation for the director over periods ranging from 19 to 48 months, subject to continued service on the Board.

Industry Context

This is a routine insider transaction filing (Form 4) for a director of a major technology company, Alphabet Inc. Such filings are common for executives and directors managing their personal equity holdings, often through pre-arranged plans like Rule 10b5-1. It does not reflect broader industry trends beyond standard corporate governance and compensation practices.

Related Party Transactions

• The gift of Class C Capital Stock was made to The John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93, which is a related party to the reporting person.

Stakeholder Impact

• Shareholders: Minimal direct impact. The shares are transferred to a trust, not sold on the open market, so there's no direct selling pressure. The beneficial ownership remains with the director.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific insider transaction.

Next Steps

• Continued monthly vesting of Class C Google Stock Units (GSUs) for various grants, subject to continued service on the Board.

Key Dates

Keywords

Alphabet Inc., GOOGL, SEC Form 4, insider transaction, John L. Hennessy, Director, Class C Capital Stock, Google Stock Units, GSU, Rule 10b5-1, beneficial ownership, gift