Form 4: Sergey Brin Converts, Gifts Alphabet Shares

Alphabet co-founder Sergey Brin converted Class B shares to Class A and subsequently gifted a significant number of Class A and Class C shares.

Summary

• Sergey Brin, a Director and 10% Owner of Alphabet Inc., reported changes in his beneficial ownership.
• On November 26, 2025, Brin converted 1,778,650 shares of Class B Common Stock into an equal number of Class A Common Stock.
• Immediately following the conversion, he disposed of 1,778,650 shares of Class A Common Stock via gift.
• He also disposed of 1,778,650 shares of Class C Capital Stock via gift.
• These transactions were made pursuant to a Rule 10b5-1(c) plan.
• After these reported transactions, Brin directly owns 0 Class A Common Stock.
• He directly owns 359,795,958 Class C Capital Stock.
• He indirectly owns 172,700 Class C Capital Stock through SMB Pacific 2021 Charitable Remainder Unitrust I and another 172,700 Class C Capital Stock through SMB Pacific 2021 Charitable Remainder Unitrust II.
• He directly owns 358,594,578 derivative Class B Common Stock (convertible to Class A Common Stock).
• He indirectly owns 172,700 derivative Class B Common Stock through SMB Pacific 2021 Charitable Remainder Unitrust I and another 172,700 derivative Class B Common Stock through SMB Pacific 2021 Charitable Remainder Unitrust II.
• All Class B shares are exercisable as of the transaction date and have no expiration date.

Sentiment

Score: 5

Explanation: This Form 4 reports personal transactions (conversion and gifts) by a key insider, Sergey Brin. While the gifting of shares reduces direct holdings, it is often for philanthropic or estate planning purposes and does not inherently signal a positive or negative outlook on the company's performance. The transactions were pre-planned under a 10b5-1 plan.

Positives

• The disposition of shares via gift (Code G) often indicates philanthropic activity or estate planning, which can be viewed positively from a corporate social responsibility perspective.
• The transactions were made pursuant to a Rule 10b5-1 plan, indicating pre-planned, non-discretionary transactions, which can reduce concerns about insider trading.

Negatives

• A significant number of shares were gifted, which, while often for charitable purposes, represents a reduction in the insider's direct holdings of Class A and Class C stock.

Future Outlook

No future outlook or guidance is provided in this insider transaction report.

Industry Context

Conversions of high-voting Class B shares to lower-voting Class A shares by founders are common at companies with multi-class stock structures, often preceding sales or gifts. This allows founders to manage their economic interest and voting control. Gifts of shares are also common for philanthropic or estate planning purposes among high-net-worth individuals.

Related Party Transactions

• Sergey Brin indirectly holds Class C Capital Stock and derivative Class B Common Stock through 'SMB Pacific 2021 Charitable Remainder Unitrust I' and 'SMB Pacific 2021 Charitable Remainder Unitrust II'. These are related party entities due to his beneficial interest.

Stakeholder Impact

• Shareholders: The conversion of Class B to Class A shares slightly shifts the distribution of voting power, as Class B shares typically carry more votes. The gifting of shares could potentially increase the float of Class A and Class C shares if the recipients later sell them, but the immediate impact is minimal as these are gifts, not market sales.

Key Dates

Keywords

Alphabet, GOOGL, Sergey Brin, Form 4, insider transaction, stock conversion, Class A Common Stock, Class B Common Stock, Class C Capital Stock, stock gift, 10b5-1 plan, beneficial ownership