=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-13
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Alphabet Inc. (GOOGL)
CIK: 0001652044
--- Reporting Owner ---
Name: WALKER JOHN KENT
CIK: 0001238734
Role: Officer (President, Global Affairs, CLO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class C Capital Stock
Date: 2026-01-13 | Code: A (Grant or award)
Shares: +47,574 | Price: $0.00
Shares Owned After: 71,080 | Ownership: D (Direct)
Footnotes:
[F1] The shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of performance criteria underlying an award of performance stock units (PSUs) granted to the Reporting Person on May 3, 2023 under the terms of Alphabet's Amended and Restated 2021 Stock Plan and applicable PSU award agreement. The award provided that if Alphabet's total shareholder return (TSR) performance relative to S&P 100 companies is between the 25th percentile (for 50% target payout) and 75th percentile (for 200% target payout) for the three-year performance period ending December 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 203.65%, which ranked Alphabet's TSR at the 92.86th percentile relative to S&P 100 companies, resulting in a payout of 200% of target or 47,574 shares, including share-settled dividends.
[Transaction #2]
Security: Class C Capital Stock
Date: 2026-01-13 | Code: F (Payment of exercise/tax)
Shares: -47,141 | Price: $332.73
Total Value: $15,685,224.93
Shares Owned After: 23,939 | Ownership: D (Direct)
Footnotes:
[F2] Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
--- Holdings ---
[Holding #1]
Security: Class C Capital Stock
Ownership: I (Indirect)
[Holding #2]
Security: Class C Google Stock Units
Ownership: D (Direct)
Footnotes:
[F3] Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSU vests. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
[Holding #3]
Security: Class C Google Stock Units
Ownership: D (Direct)
Footnotes:
[F4] The GSUs vest as follows: (i) 27/260th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
--- Footnotes (Complete Index) ---
F1: The shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of performance criteria underlying an award of performance stock units (PSUs) granted to the Reporting Person on May 3, 2023 under the terms of Alphabet's Amended and Restated 2021 Stock Plan and applicable PSU award agreement. The award provided that if Alphabet's total shareholder return (TSR) performance relative to S&P 100 companies is between the 25th percentile (for 50% target payout) and 75th percentile (for 200% target payout) for the three-year performance period ending December 31, 2025, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 203.65%, which ranked Alphabet's TSR at the 92.86th percentile relative to S&P 100 companies, resulting in a payout of 200% of target or 47,574 shares, including share-settled dividends.
F2: Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
F3: Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSU vests. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs vested on September 25, 2024, and an additional 1/12th of the GSUs vests quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
F4: The GSUs vest as follows: (i) 27/260th of the grant will vest on each March 25, 2025, June 25, 2025, September 25, 2025 and December 25, 2025; and (ii) 19/260th of the grant will vest quarterly on the 25th day of the month from March 25, 2026 through December 25, 2026, and on the 1st day of the month from April 1, 2027 through January 1, 2028, subject to continued employment on the applicable vesting dates.
--- Signature ---
/s/ /s/ Kenneth Yi, as Attorney-in-Fact for John Kent Walker (2026-01-15)
