Porat Ruth 4/A

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

AI-generated summary of this filing

Updated Feb 20, 2026

Alphabet (GOOGL) Ruth Porat Receives 94,715-Share Award

What Happened

Ruth Porat, President and Chief Investment Officer of Alphabet (GOOGL), received 94,715 shares on January 13, 2026 as the settlement of performance stock units (PSUs) granted May 3, 2023 (transaction code A).
To cover tax withholding obligations (transaction code F), 47,141 of those shares were withheld at a price of $332.73 per share for a cash value of $15,685,225. Net shares delivered to Porat after withholding were 47,574 (94,715 gross − 47,141 withheld).
This is an amended Form 4 correcting the originally reported acquired shares (previously reported as 47,574); the amendment shows the full gross payout was 94,715 shares.

Key Details

Transaction date: January 13, 2026. Withholding price: $332.73 per share. Withheld value: $15,685,225.
Award type: Performance Stock Units (PSUs) granted May 3, 2023 under Alphabet’s 2021 Stock Plan; settled in shares.
Performance note (footnote): Alphabet’s 3-year total shareholder return (TSR) was 203.65%, ranking 92.86th vs. S&P 100, producing a 200% payout of target PSUs (resulting in 94,715 shares, incl. share-settled dividends).
Shares owned after the transaction: Not disclosed in the provided filing.
Filing note: This is an amended Form 4 filed to correct the number of shares acquired (original Form 4 filed Jan 15 reported 47,574, which represented net shares after withholding).

Context

These were not open-market purchases or option exercises but a performance-based equity settlement: PSUs vested based on strong relative TSR performance and were settled in shares.
The withholding (F) is routine tax withholding and is not a separate sale decision by the insider.
For retail investors: awards settled for executives reflect compensation tied to long-term performance; the withholding is an administrative step and does not necessarily signal buying or selling intent.

Form 4/AAmended

Period: 2026-01-13

President and CIO

Transactions

Award
Class C Capital Stock
[F1]
2026-01-13+94,715→ 815,236 total
Tax Payment
Class C Capital Stock
[F2]
2026-01-13$332.73/sh−47,141$15,685,225→ 862,377 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 94,715 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 Ruth M. Porat|2026-02-20

1 file