Alphabet Inc.·4/A

Feb 20, 5:56 PM ET

Schindler Philipp 4/A

4/A · Alphabet Inc. · Filed Feb 20, 2026

Research Summary

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Alphabet SVP Philipp Schindler Receives 227,313-Share PSU Award

What Happened Philipp Schindler, SVP & Chief Business Officer of Alphabet (GOOGL), received 227,313 shares on 2026-01-13 as the settlement of performance stock units (PSUs) granted May 3, 2023. The award was settled at $0 per share (award settlement). To satisfy tax obligations, 113,745 of those shares were withheld/disposed at $332.73 per share, resulting in proceeds of $37,846,374.

Key Details

  • Transaction date: January 13, 2026 (reporting period 2026-01-13). Amendment filed 2026-02-20 to correct the number of shares acquired.
  • Award: 227,313 shares (PSU settlement at 200% of target). Originally misreported as 113,568 shares on the Form 4 filed 2026-01-15; this filing corrects that error.
  • Tax withholding: 113,745 shares withheld/disposed at $332.73 each for $37,846,374 (code F — tax withholding).
  • Why 200% payout: Alphabet’s total shareholder return (TSR) for the three-year period ending 12/31/2025 was 203.65%, ranking 92.86th percentile vs. the S&P 100, triggering the maximum 200% PSU payout (including share-settled dividends).
  • Shares owned after transaction: not specified in the provided filing.
  • Filing status: This is an amended Form 4 correcting the previously reported share count.

Context These were PSUs that vested based on performance, not an open-market purchase or exercise for cash; the award was settled in shares and a portion was withheld to cover taxes (a common practice). The disposal listed is solely the withholding to satisfy tax liabilities and does not necessarily indicate a discretionary sale by the insider.

Insider Transaction Report

Form 4/AAmended
Period: 2026-01-13
Schindler Philipp
SVP, Chief Business Officer
Transactions
  • Award

    Class C Capital Stock

    [F1]
    2026-01-13+227,3131,000,684 total
  • Tax Payment

    Class C Capital Stock

    [F2]
    2026-01-13$332.73/sh113,745$37,846,374886,939 total
Footnotes (2)
  • [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 227,313 shares, including share-settled dividends.
  • [F2]Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
Signature
/s/ Kenneth Yi, as Attorney-in-Fact for Philipp Schindler|2026-02-20

Documents

1 file
  • 4
    ownership.xml

    4/A