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Alphabet Inc.·4

Feb 6, 7:36 PM ET

Pichai Sundar 4

4 · Alphabet Inc. · Filed Feb 6, 2026

Research Summary

AI-generated summary of this filing

Updated

Alphabet (GOOGL) CEO Sundar Pichai Sells Shares, Receives PSU Award

What Happened

  • Sundar Pichai, CEO of Alphabet Inc. (GOOGL), had 1,348,607 performance stock units (PSUs) vest on Feb 6, 2026 and simultaneously executed share dispositions. The Form 4 shows multiple open-market sales on Feb 4, 2026 totaling 32,500 shares for roughly $10.9M, and 676,955 shares were disposed on Feb 6 to satisfy tax withholding obligations (code F) for approximately $225.7M. The PSUs were granted Dec 19, 2022 and vested at the maximum payout after Alphabet’s strong TSR performance for the 3‑year period ended Dec 31, 2025.

Key Details

  • Transaction dates: open-market sales on 2026-02-04; PSU vesting on 2026-02-06; tax-withholding disposition also on 2026-02-06.
  • Sale details (selected): 32,500 shares sold across multiple trades on Feb 4 at prices ranging roughly $329.52–$344.67 (weighted averages reported per trade); proceeds from those sales ≈ $10.9M.
  • Tax withholding: 676,955 shares withheld/disposed at $333.34 (reported) for ≈ $225,656,180 to cover taxes arising from PSU vesting.
  • Award: 1,348,607 PSUs vested (F15) after certification; vesting was the maximum (200% of target) due to Alphabet’s TSR ranking.
  • Transaction codes: S = open-market sales; A = award/acquisition (PSU issuance); F = shares withheld for tax liability.
  • Trading plan and timing: the open-market sales were executed under a Rule 10b5-1 trading plan adopted Dec 2, 2024 (per filing remarks). The Form 4 was filed Feb 6, 2026 for transactions dated Feb 4–6 (timely filing).

Context

  • The PSU issuance is a compensation event (award), not a market buy; the large share withholding to satisfy taxes is common after large equity vesting and should not be read as a discretionary market sale for liquidity. The smaller open‑market sales were executed under a 10b5‑1 plan (pre‑planned trades). Together, the vested award (1,348,607 shares) represents substantial value (roughly $450M at mid‑$330s per share), with roughly half of those shares withheld for taxes per the filing.

Insider Transaction Report

Form 4
Period: 2026-02-04
Alphabet Inc.GOOGL
Pichai Sundar
DirectorChief Executive Officer
Transactions
  • Sale

    Class C Capital Stock

    [F1]
    2026-02-04$330.13/sh−600$198,078→ 2,211,272 total
  • Sale

    Class C Capital Stock

    [F2]
    2026-02-04$331.13/sh−1,400$463,582→ 2,209,872 total
  • Sale

    Class C Capital Stock

    [F3]
    2026-02-04$332.04/sh−3,500$1,162,140→ 2,206,372 total
  • Sale

    Class C Capital Stock

    [F4]
    2026-02-04$333.34/sh−6,802$2,267,379→ 2,199,570 total
  • Sale

    Class C Capital Stock

    [F5]
    2026-02-04$334.09/sh−8,798$2,939,324→ 2,190,772 total
  • Sale

    Class C Capital Stock

    [F6]
    2026-02-04$335.18/sh−2,000$670,360→ 2,188,772 total
  • Sale

    Class C Capital Stock

    [F7]
    2026-02-04$336.35/sh−1,226$412,365→ 2,187,546 total
  • Sale

    Class C Capital Stock

    [F8]
    2026-02-04$337.27/sh−2,174$733,225→ 2,185,372 total
  • Sale

    Class C Capital Stock

    [F9]
    2026-02-04$338.02/sh−1,200$405,624→ 2,184,172 total
  • Sale

    Class C Capital Stock

    [F10]
    2026-02-04$339.29/sh−400$135,716→ 2,183,772 total
  • Sale

    Class C Capital Stock

    [F11]
    2026-02-04$340.46/sh−500$170,230→ 2,183,272 total
  • Sale

    Class C Capital Stock

    [F12]
    2026-02-04$341.98/sh−2,300$786,554→ 2,180,972 total
  • Sale

    Class C Capital Stock

    [F13]
    2026-02-04$342.81/sh−1,400$479,934→ 2,179,572 total
  • Sale

    Class C Capital Stock

    [F14]
    2026-02-04$343.74/sh−200$68,748→ 2,179,372 total
  • Award

    Class C Capital Stock

    [F15]
    2026-02-06+1,348,607→ 3,527,979 total
  • Tax Payment

    Class C Capital Stock

    [F16]
    2026-02-06$333.34/sh−676,955$225,656,180→ 2,851,024 total
Holdings

  • Class A Common Stock

    227,560
Footnotes (16)
  • [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/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai|2026-02-06

Documents

1 file
  • 4
    ownership.xmlPrimary

    4