Porat Ruth 4/A

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.