FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Shriram Kavitark Ram
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
(Street)

MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
4. If Amendment, Date 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)

Code

V

Amount

(A) or (D)

Price

Class A Common Stock

08/15/2025 S 14,000D $205 (1) 229,400D 

Class A Common Stock

08/15/2025 S 12,000D $205 (2) 228,400I

By Spouse

Class A Common Stock

       337,680I

By Limited Partnership

Class A Common Stock

       320,864I

Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust (3)

Class A Common Stock

       319,344I

Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust (4)

Class A Common Stock

       187,710I

Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust (5)

Class A Common Stock

       187,710I

Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust (6)

Class C Capital Stock

       187,710I

Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust (5)

Class C Capital Stock

       187,710I

Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust (6)

Class C Capital Stock

       320,864I

Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust (3)

Class C Capital Stock

       319,344I

Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust (4)

Class C Capital Stock

       500,000I

Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust (7)

Class C Capital Stock

       500,000I

Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust (8)

Class C Capital Stock

       338,600I

By Limited Partnership

Class C Capital Stock

       257,226I

By Spouse

Class C Capital Stock

       345,683D 

Class C Google Stock Units (9)

       724D 

Class C Google Stock Units (10)

       1,370D 

Class C Google Stock Units (11)

       1,432D 

Class C Google Stock Units (12)

       1,974D 


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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares


Explanation of Responses:

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $$205 to $206, 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) through (2) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205 to $206, inclusive.

The Reporting Person is both trustee and sole annuitant of the Ram Shriram Trust UA 09/10/2021.

The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram Trust UA 09/10/2021.

The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.

The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

The Reporting Person is both trustee and sole annuitant of the 2025 RS Irrevocable Trust dated 4/10/25.

The Reporting Person's spouse is both trustee and sole annuitant of the 2025 VS Irrevocable Trust dated 4/10/25.

The Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

1/48 of GSUs will vest on the 25th day of each month following the grant date for 31 months and on the 1st day of each month for the following 17 months, subject to continued service on the Board on the applicable vesting dates.

1/48 of GSUs will vest on the 25th day of each month following the grant date for 19 months and on the 1st day of each month for the following 29 months, subject to continued service on the Board on the applicable vesting dates.

Remarks:

All transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse on May 30, 2024.



Signatures

/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram

08/18/2025
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kathryn W. Hall, Kenneth Yi, Nancy Walker, Kendrick Vaughn, Fadillah Badar, and Pia Victor, and such other persons as may be designated by the Corporate Secretary of Alphabet Inc. (the “Company”), or any of them acting singly, and with full power of substitution, revocation and resubstitution, the undersigned's true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact",) with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

• Prepare, execute, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and other similar information enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC promulgated thereunder (the “Exchange Act”), or any successor laws, or any rule and/or regulation of the SEC;

• Act as the undersigned’s SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) account administrator(s) and manage the undersigned’s EDGAR account;

• Prepare, execute and submit to the SEC, the Company, and/or any national securities exchange on which the Company’s securities are listed, any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including but not limited to Forms 3, 4 and 5, Schedules 13D and 13G, and Form 144; and

• Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

• This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

• Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 


• Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

• This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform any and every act whatsoever requisite, necessary, proper or advisable to be done in connection with the foregoing, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all actions that each Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of July 16, 2025.

 

/s/ Ram Kavitark Shriram

Ram Kavitark Shriram