Form 4: Alphabet Director Shriram Reports Trust Share Transfers

Alphabet Inc. Director Kavitark Ram Shriram reported the transfer of Class A Common and Class C Capital stock between trusts and himself/spouse, categorized as a change in beneficial ownership.

Summary

• Kavitark Ram Shriram, a Director at Alphabet Inc. (GOOGL), reported changes in beneficial ownership of Class A Common Stock and Class C Capital Stock.
• On December 9, 2025, 19,600 shares of Class A Common Stock and 19,600 shares of Class C Capital Stock were transferred from the 2022 RS Irrevocable Trust to Mr. Shriram directly.
• Concurrently, 19,600 shares of Class A Common Stock and 19,600 shares of Class C Capital Stock were transferred from the 2022 VS Irrevocable Trust to Mr. Shriram's spouse.
• These transactions are described as annuity payments and are considered a 'mere change in form of beneficial ownership,' exempt from Section 16(a) and 16(b) of the Exchange Act.
• Following these transactions, Mr. Shriram directly holds 370,764 Class A Common Shares and 488,081 Class C Capital Shares.
• Indirect holdings through various trusts and a limited partnership remain significant, including 168,110 Class A and 168,110 Class C shares via the 2022 RS and VS Irrevocable Trusts each.
• Mr. Shriram also holds various tranches of Class C Google Stock Units (GSUs) totaling 463, 1,132, 1,269, and 1,808 units, with different vesting schedules tied to continued board service.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing indicates continued insider ownership and long-term commitment through vesting equity, but it's a routine disclosure of ownership changes rather than a performance update.

Positives

• The transactions represent a change in the form of beneficial ownership rather than a sale, indicating continued long-term holding by the insider.
• The reporting person and spouse remain significant shareholders, demonstrating continued alignment with shareholder interests.
• The existence of Google Stock Units (GSUs) with vesting schedules tied to continued service indicates ongoing commitment to the company's board.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's performance or strategic direction. It primarily details past and future vesting schedules for Google Stock Units, which are contingent on continued board service.

Management Comments

• The Reporting Person is both trustee and sole annuitant of the 2022 RS Irrevocable Trust UAD 10/28/2022 (2022 RS GRAT) and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).
• The Reporting Person's spouse is both trustee and sole annuitant of the 2022 VS Irrevocable Trust UAD 10/28/2022 (2022 VS GRAT) and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

Industry Context

This Form 4 filing is a routine disclosure of insider stock ownership changes, specifically trust-related transfers, and does not provide information directly related to broader industry trends or competitive landscape. It reflects standard corporate governance and wealth management practices for high-net-worth individuals associated with major technology companies like Alphabet.

Comparison to Industry Standards

• The use of Irrevocable Trusts (GRATs) for wealth transfer and estate planning is a common practice among executives and directors in the technology industry and beyond, aiming to minimize estate taxes while retaining beneficial ownership.
• The structure of Google Stock Units (GSUs) with vesting tied to continued service is a standard compensation mechanism for board members and executives across publicly traded companies, aligning their interests with long-term shareholder value.
• The reporting of these transactions on Form 4 is a standard compliance requirement for insiders under Section 16(a) of the Securities Exchange Act of 1934, consistent with practices at peer companies such as Apple, Microsoft, and Amazon.

Related Party Transactions

• Transfer of 19,600 Class A Common Stock and 19,600 Class C Capital Stock from the 2022 RS Irrevocable Trust to Kavitark Ram Shriram, where Mr. Shriram is both trustee and sole annuitant.
• Transfer of 19,600 Class A Common Stock and 19,600 Class C Capital Stock from the 2022 VS Irrevocable Trust to Mr. Shriram's spouse, where the spouse is both trustee and sole annuitant.

Stakeholder Impact

• Shareholders: Provides transparency into a director's equity holdings and long-term commitment, which can be viewed positively. The transactions themselves do not directly impact the company's operational performance or stock price beyond the signaling effect of insider ownership.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Continued monthly vesting of various tranches of Class C Google Stock Units, subject to Kavitark Ram Shriram's continued service on the Board.

Key Dates

Recommendation

This Form 4 filing details routine transfers of Alphabet shares between a director and his family trusts, categorized as a change in the form of beneficial ownership rather than a sale or purchase. It confirms continued significant insider ownership and long-term commitment through vesting equity. As such, it does not present new information that would fundamentally alter the investment thesis for Alphabet, warranting a 'hold' recommendation based solely on this filing.

Keywords

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