Form 4: Alphabet Director Sells Over 33,000 Class A Shares Under Pre-Arranged Plan

Alphabet Inc. Director Kavitark Ram Shriram sold 33,566 shares of Class A Common Stock for approximately $6.2 million through pre-arranged trading plans.

Summary

• Kavitark Ram Shriram, a Director and 10% Owner of Alphabet Inc. (GOOGL), reported the sale of 33,566 shares of Class A Common Stock.
• The sales occurred on July 18, 2025, at a weighted average price of $185.76 per share, with prices ranging from $185.76 to $186.76.
• The total value of the shares sold is approximately $6,234,000 (33,566 shares multiplied by $185.76).
• These transactions were executed under Rule 10b5-1 Trading Plans adopted by the Reporting Person and their spouse on May 30, 2024.
• Following these transactions, Shriram directly holds 243,400 Class A Common Stock and 345,683 Class C Capital Stock.
• Indirect holdings include shares held by a spouse (240,400 Class A, 257,226 Class C), a limited partnership (337,680 Class A, 338,600 Class C), and various trusts (Ram Shriram Trust, Vijay Shriram Trust, 2022 RS Irrevocable Trust, 2022 VS Irrevocable Trust, 2025 RS Irrevocable Trust, 2025 VS Irrevocable Trust) holding significant additional Class A and Class C shares.
• Shriram also holds various tranches of Class C Google Stock Units (GSUs) that vest over time, subject to continued service on the Board, including 785, 1,429, 1,472, and 2,016 units with different vesting schedules.

Sentiment

Score: 5

Explanation: Neutral. The document reports routine insider stock sales executed under a pre-arranged 10b5-1 trading plan, which is a common practice for corporate insiders and does not typically signal new positive or negative information about the company's performance or outlook.

Positives

• The transactions were executed under a Rule 10b5-1 Trading Plan adopted on May 30, 2024, indicating pre-scheduled sales for personal financial planning rather than a reaction to new material non-public information, which enhances transparency and compliance.

Negatives

• The sale of 33,566 Class A Common Stock shares by a director reduces their direct equity stake in Alphabet Inc.

Future Outlook

No specific future outlook or guidance regarding Alphabet Inc.'s performance or strategy is provided in this insider transaction report.

Management Comments

• The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.76 to $186.76, 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 footnotes (1) through (2) to this Form 4.
• All transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse on May 30, 2024.

Industry Context

Insider sales are common across industries, especially when executed under Rule 10b5-1 plans, which allow insiders to sell shares without being accused of trading on material non-public information. For a large, established technology company like Alphabet, such sales by a director are generally routine and not indicative of specific company distress, particularly when pre-scheduled.

Comparison to Industry Standards

• Insider selling via 10b5-1 plans is a standard practice for executives and directors of publicly traded companies, including those in the technology sector like Apple, Microsoft, and Amazon.
• This mechanism allows for diversification and liquidity while adhering to insider trading regulations.
• The volume of shares sold by Kavitark Ram Shriram, while substantial in absolute terms, represents a small fraction of his total reported holdings, which is typical for long-serving directors or founders managing their personal portfolios.

Related Party Transactions

• Holdings are reported indirectly through a spouse, a limited partnership, and several trusts (Ram Shriram Trust, Vijay Shriram Trust, 2022 RS Irrevocable Trust, 2022 VS Irrevocable Trust, 2025 RS Irrevocable Trust, 2025 VS Irrevocable Trust), indicating beneficial ownership through related entities.

Stakeholder Impact

• Shareholders: The sale of shares by a director, even if pre-scheduled, slightly reduces the director's direct alignment with shareholder interests, though the overall impact is minimal given the director's substantial remaining holdings.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing, as it pertains solely to an insider's personal stock transactions.

Next Steps

• The vesting of Class C Google Stock Units (GSUs) will continue as per their respective schedules, subject to continued service on the Board.

Key Dates

Recommendation

Keywords

Alphabet Inc., GOOGL, SEC Form 4, Insider Trading, Stock Sale, Kavitark Ram Shriram, Director, 10b5-1 Plan, Class A Common Stock, Class C Capital Stock, Google Stock Units