Form 4: Alphabet Director Kavitark Ram Shriram Receives Annual Equity Grant

Alphabet Inc. Director Kavitark Ram Shriram has reported the acquisition of 2,016 Class C Google Stock Units as part of his annual director compensation, aligning his interests with long-term shareholder value.

Summary

• Kavitark Ram Shriram, a Director of Alphabet Inc. (GOOGL), acquired 2,016 Class C Google Stock Units (GSUs) on July 2, 2025, as an annual director grant with a transaction price of $0.
• These GSUs entitle the reporting person to receive one share of Alphabet Inc. Class C Capital Stock for each GSU as it vests.
• The newly acquired 2,016 GSUs will vest over 48 months, with 1/48th vesting on the 25th day of each month for the first 19 months, and then on the 1st day of each month for the subsequent 29 months, contingent on continued service on the Board.
• In addition to the new grant, Mr. Shriram beneficially owns existing Class C Google Stock Units totaling 3,686 units (785, 1,429, and 1,472 units), each with their own specific vesting schedules tied to continued board service.
• Total beneficial ownership following this transaction includes 5,702 Class C Google Stock Units (unvested), 1,870,674 shares of Class A Common Stock, and 2,957,137 shares of Class C Capital Stock, held directly, by spouse, by limited partnership, and through various trusts.
• Significant indirect holdings are maintained through the Ram Shriram Trust UA 09/10/2021, Vijay Shriram Trust UA 09/10/2021, 2022 RS Irrevocable Trust UAD 10/28/2022, 2022 VS Irrevocable Trust UAD 10/28/2022, 2025 RS Irrevocable Trust dated 4/10/25, and 2025 VS Irrevocable Trust dated 4/10/25.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects a routine and aligning compensation event for a key director, indicating stability in governance and a commitment to long-term value creation through equity incentives.

Positives

• The acquisition of Google Stock Units by a director aligns management and board interests with long-term shareholder value, as the vesting is contingent on continued service and the value is tied to the company's stock performance.
• The grant represents a standard component of director compensation, indicating stable corporate governance practices regarding executive and board remuneration.

Risks

• The vesting of the Google Stock Units is subject to the reporting person's continued service on the Board on the applicable vesting dates, meaning the full benefit is not guaranteed if service ceases prematurely.

Future Outlook

The future outlook indicates the continued vesting of Google Stock Units over several years, contingent on the director's ongoing service, which will result in the issuance of Class C Capital Stock.

Industry Context

The granting of equity compensation, such as Google Stock Units, to non-employee directors is a common practice across the technology industry and large publicly traded companies. This practice aims to align the interests of the board with those of shareholders by tying a portion of their compensation to the company's long-term stock performance.

Comparison to Industry Standards

• Equity compensation for directors, often in the form of restricted stock units (RSUs) or similar instruments, is a standard component of remuneration packages at major technology companies like Apple, Microsoft, and Amazon. The structure of vesting over multiple years, contingent on continued service, is consistent with industry best practices designed to promote long-term commitment and alignment.
• The grant size of 2,016 GSUs, while specific to Alphabet's compensation philosophy, falls within the typical range for annual director grants at large-cap companies, reflecting a balance between competitive compensation and shareholder dilution.

Related Party Transactions

• Beneficial ownership includes shares held indirectly through trusts where the reporting person's spouse is a trustee and/or sole annuitant (e.g., Vijay Shriram Trust UA 09/10/2021, 2022 VS Irrevocable Trust UAD 10/28/2022, 2025 VS Irrevocable Trust dated 4/10/25), which are common related-party disclosures in insider filings.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with those of shareholders, encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Continued vesting of the 2,016 Class C Google Stock Units on a monthly basis, subject to Kavitark Ram Shriram's continued service on the Alphabet Board.
• Ongoing vesting of previously granted Class C Google Stock Units (785, 1,429, and 1,472 units) according to their respective schedules.

Key Dates

Keywords

Alphabet Inc., GOOGL, Form 4, Insider Transaction, Director Compensation, Google Stock Units, Equity Grant, Beneficial Ownership, Class C Capital Stock, Class A Common Stock