Pichai Sundar 4

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.