Form 4: Alphabet Inc. President and CIO Ruth Porat Reports Routine Stock Vesting and Tax-Related Transactions

Ruth Porat, President and CIO of Alphabet Inc., reported routine stock transactions including the vesting of Google Stock Units and shares withheld for tax obligations, alongside an increase in her direct beneficial ownership of Class C Capital Stock.

Summary

• Ruth Porat, President and CIO of Alphabet Inc., reported transactions on June 25, 2025, related to her holdings in Alphabet Inc. Class C securities.
• She acquired 17,804 shares of Class C Capital Stock directly through the vesting of Google Stock Units (GSUs) at a price of $0.
• Concurrently, several tranches of Class C Google Stock Units vested, leading to dispositions of 4,726, 7,054, and 6,025 units at $0.
• Shares were withheld to satisfy tax obligations arising from GSU vesting, totaling 4,779, 7,133, and 6,092 Class C Google Stock Units, at a price of $167.74 per unit.
• Following these transactions, Ms. Porat directly beneficially owns 684,872 shares of Class C Capital Stock.
• She also indirectly beneficially owns an additional 1,295,000 shares of Class C Capital Stock through three trusts: The RAPP 2024 Irrevocable Trust (120,000 shares), RAPP 2024 GT Trust One (200,000 shares), and RAPP 2024 GT Trust Two (975,000 shares).

Sentiment

Score: 5

Explanation: The document reports routine executive compensation transactions (vesting and tax withholding) and an increase in direct beneficial ownership, which is neutral in terms of immediate sentiment. The future transaction date is unusual but does not inherently change the sentiment of the reported events.

Positives

• Increase in direct beneficial ownership of Class C Capital Stock by 17,804 shares through GSU vesting.
• Continued vesting of Google Stock Units indicates ongoing compensation and retention of a key executive.

Negatives

• A total of 17,004 Class C Google Stock Units were disposed of to cover tax obligations, representing a reduction in potential direct shareholdings.

Future Outlook

The document details future vesting schedules for Google Stock Units, indicating continued equity compensation for Ruth Porat through at least January 1, 2028, subject to her continued employment.

Industry Context

This Form 4 filing is a routine disclosure of executive stock transactions, common across publicly traded companies, particularly in the technology sector where equity compensation like Google Stock Units (GSUs) is a standard component of executive pay packages. It reflects the ongoing compensation structure for a key executive at a major technology firm like Alphabet Inc.

Related Party Transactions

• Indirect beneficial ownership of 120,000 Class C Capital Stock through The RAPP 2024 Irrevocable Trust, where the Reporting Person is the settlor and her spouse is a trustee.
• Indirect beneficial ownership of 200,000 Class C Capital Stock through RAPP 2024 GT Trust One, where the Reporting Person is the grantor and sole annuitant, and her spouse is the sole trustee.
• Indirect beneficial ownership of 975,000 Class C Capital Stock through RAPP 2024 GT Trust Two, where the Reporting Person is the grantor and sole annuitant, and her spouse is the sole trustee.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and stock ownership, which is generally positive for corporate governance. The routine nature of the transactions is unlikely to have a significant immediate impact on share price.

Next Steps

• Continued quarterly vesting of Class C Google Stock Units on the 25th day of the month until fully vested for certain tranches.
• Specific vesting of 27/260th of a GSU grant on March 25, 2025, June 25, 2025, September 25, 2025, and December 25, 2025.
• Specific vesting of 19/260th of a GSU grant quarterly from March 25, 2026, through December 25, 2026, and on the 1st day of the month from April 1, 2027, through January 1, 2028.

Key Dates

Keywords

Alphabet Inc., GOOGL, Ruth Porat, SEC Form 4, Insider Trading, Stock Units, GSU Vesting, Class C Capital Stock, Beneficial Ownership, Executive Compensation, Tax Withholding