SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pichai Sundar

(Last)

(First)

(Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Capital Stock	02/04/2026		S		600	D	$330.13⁽¹⁾	2,211,272	D
Class C Capital Stock	02/04/2026		S		1,400	D	$331.13⁽²⁾	2,209,872	D
Class C Capital Stock	02/04/2026		S		3,500	D	$332.04⁽³⁾	2,206,372	D
Class C Capital Stock	02/04/2026		S		6,802	D	$333.34⁽⁴⁾	2,199,570	D
Class C Capital Stock	02/04/2026		S		8,798	D	$334.09⁽⁵⁾	2,190,772	D
Class C Capital Stock	02/04/2026		S		2,000	D	$335.18⁽⁶⁾	2,188,772	D
Class C Capital Stock	02/04/2026		S		1,226	D	$336.35⁽⁷⁾	2,187,546	D
Class C Capital Stock	02/04/2026		S		2,174	D	$337.27⁽⁸⁾	2,185,372	D
Class C Capital Stock	02/04/2026		S		1,200	D	$338.02⁽⁹⁾	2,184,172	D
Class C Capital Stock	02/04/2026		S		400	D	$339.29⁽¹⁰⁾	2,183,772	D
Class C Capital Stock	02/04/2026		S		500	D	$340.46⁽¹¹⁾	2,183,272	D
Class C Capital Stock	02/04/2026		S		2,300	D	$341.98⁽¹²⁾	2,180,972	D
Class C Capital Stock	02/04/2026		S		1,400	D	$342.81⁽¹³⁾	2,179,572	D
Class C Capital Stock	02/04/2026		S		200	D	$343.74⁽¹⁴⁾	2,179,372	D
Class C Capital Stock	02/06/2026		A⁽¹⁵⁾		1,348,607	A	$0	3,527,979	D
Class C Capital Stock	02/06/2026		F⁽¹⁶⁾		676,955	D	$333.34	2,851,024	D
Class A Common Stock								227,560	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. Shares withheld to statisfy tax obligations arising out of vesting of the Reporting Person's PSUs.

Remarks:

Sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on December 2, 2024.

	/s/ Fadillah Badar, as Attorney-in-Fact for Sundar Pichai	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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