=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-04
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Alphabet Inc. (GOOGL)
CIK: 0001652044
--- Reporting Owner ---
Name: Pichai Sundar
CIK: 0001534753
Role: Director, Officer (Chief Executive Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -600 | Price: $330.13
Total Value: $198,078.00
Shares Owned After: 2,211,272 | Ownership: D (Direct)
Footnotes:
[F1] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.52 to $330.52 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) to (14) to this Form 4.
[Transaction #2]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -1,400 | Price: $331.13
Total Value: $463,582.00
Shares Owned After: 2,209,872 | Ownership: D (Direct)
Footnotes:
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.60 to $331.60, inclusive.
[Transaction #3]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -3,500 | Price: $332.04
Total Value: $1,162,140.00
Shares Owned After: 2,206,372 | Ownership: D (Direct)
Footnotes:
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.64 to $332.64, inclusive.
[Transaction #4]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -6,802 | Price: $333.34
Total Value: $2,267,378.68
Shares Owned After: 2,199,570 | Ownership: D (Direct)
Footnotes:
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.67 to $333.67, inclusive.
[Transaction #5]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -8,798 | Price: $334.09
Total Value: $2,939,323.82
Shares Owned After: 2,190,772 | Ownership: D (Direct)
Footnotes:
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.68 to $334.68, inclusive.
[Transaction #6]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -2,000 | Price: $335.18
Total Value: $670,360.00
Shares Owned After: 2,188,772 | Ownership: D (Direct)
Footnotes:
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $334.71 to $335.71, inclusive.
[Transaction #7]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -1,226 | Price: $336.35
Total Value: $412,365.10
Shares Owned After: 2,187,546 | Ownership: D (Direct)
Footnotes:
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.76 to $336.76, inclusive.
[Transaction #8]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -2,174 | Price: $337.27
Total Value: $733,224.98
Shares Owned After: 2,185,372 | Ownership: D (Direct)
Footnotes:
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.79 to $337.79, inclusive.
[Transaction #9]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -1,200 | Price: $338.02
Total Value: $405,624.00
Shares Owned After: 2,184,172 | Ownership: D (Direct)
Footnotes:
[F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.85 to $338.85, inclusive.
[Transaction #10]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -400 | Price: $339.29
Total Value: $135,716.00
Shares Owned After: 2,183,772 | Ownership: D (Direct)
Footnotes:
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.96 to $339.96, inclusive.
[Transaction #11]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -500 | Price: $340.46
Total Value: $170,230.00
Shares Owned After: 2,183,272 | Ownership: D (Direct)
Footnotes:
[F11] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.03 to $341.03, inclusive.
[Transaction #12]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -2,300 | Price: $341.98
Total Value: $786,554.00
Shares Owned After: 2,180,972 | Ownership: D (Direct)
Footnotes:
[F12] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.38 to $342.38, inclusive.
[Transaction #13]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -1,400 | Price: $342.81
Total Value: $479,934.00
Shares Owned After: 2,179,572 | Ownership: D (Direct)
Footnotes:
[F13] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.39 to $343.39, inclusive.
[Transaction #14]
Security: Class C Capital Stock
Date: 2026-02-04 | Code: S (Open market sale)
Shares: -200 | Price: $343.74
Total Value: $68,748.00
Shares Owned After: 2,179,372 | Ownership: D (Direct)
Footnotes:
[F14] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.67 to $344.67, inclusive.
[Transaction #15]
Security: Class C Capital Stock
Date: 2026-02-06 | Code: A (Grant or award)
Shares: +1,348,607 | Price: $0.00
Shares Owned After: 3,527,979 | Ownership: D (Direct)
Footnotes:
[F15] These performance stock units (PSUs) were granted to the Reporting Person on Dec 19, 2022, under Alphabet's A&R 2021 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche B award provided that if Alphabet's total shareholder return relative to S&P 100 companies (TSR ) performance is between the 55th percentile (for 100% target payout) and 75th percentile (for the maximum 200% target payout) for the three-year performance period ended Dec 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was strong at 203.65%, which ranked Alphabet's TSR at the 92.86th percentile, exceeding the 75th percentile, the award vested at the maximum level, resulting in the issuance of 1,348,607 shares, including share-settled dividends. The shares now vested upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of the performance criteria.
[Transaction #16]
Security: Class C Capital Stock
Date: 2026-02-06 | Code: F (Payment of exercise/tax)
Shares: -676,955 | Price: $333.34
Total Value: $225,656,179.70
Shares Owned After: 2,851,024 | Ownership: D (Direct)
Footnotes:
[F16] Shares withheld to statisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: D (Direct)
--- Footnotes (Complete Index) ---
F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.52 to $330.52 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) to (14) to this Form 4.
F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.96 to $339.96, inclusive.
F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.03 to $341.03, inclusive.
F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.38 to $342.38, inclusive.
F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.39 to $343.39, inclusive.
F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.67 to $344.67, inclusive.
F15: These performance stock units (PSUs) were granted to the Reporting Person on Dec 19, 2022, under Alphabet's A&R 2021 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche B award provided that if Alphabet's total shareholder return relative to S&P 100 companies (TSR ) performance is between the 55th percentile (for 100% target payout) and 75th percentile (for the maximum 200% target payout) for the three-year performance period ended Dec 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was strong at 203.65%, which ranked Alphabet's TSR at the 92.86th percentile, exceeding the 75th percentile, the award vested at the maximum level, resulting in the issuance of 1,348,607 shares, including share-settled dividends. The shares now vested upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of the performance criteria.
F16: Shares withheld to statisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.60 to $331.60, inclusive.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.64 to $332.64, inclusive.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.67 to $333.67, inclusive.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.68 to $334.68, inclusive.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $334.71 to $335.71, inclusive.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.76 to $336.76, inclusive.
F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.79 to $337.79, inclusive.
F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.85 to $338.85, inclusive.
--- Signature ---
/s/ /s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai (2026-02-06)