Alphabet Inc
For the period ended Jun 30, 2024. Filed Jul 24, 2024.
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Jun 30, 2024 · Filed Jul 24, 2024
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Item 5. Other Information
10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2024, the following Section 16 officers and director adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
Prabhakar Raghavan, Senior Vice President, Knowledge and Information, Google, adopted a trading plan on May 13, 2024 (with the first trade under the plan scheduled for August 15, 2024). The trading plan will be effective until May 8, 2025 to sell an aggregate of 96,784 shares of Class C Capital Stock during the plan period.
K. Ram Shriram, independent director, adopted a trading plan on May 30, 2024 (with the first trade under the plan scheduled for September 3, 2024). The trading plan will be effective until September 3, 2025 to sell an aggregate of 144,266 shares of Class A Common Stock during the plan period.
Amie Thuener O’Toole, Vice President, Corporate Controller and Principal Accounting Officer, adopted a trading plan on May 31, 2024 (with the first trade under the plan scheduled for September 10, 2024). The trading plan will be effective until September 10, 2025 to sell an aggregate of (i)16,996 shares of Class C Capital Stock plus (ii) 100% of the (net) shares resulting from the vesting of an additional 24,626 (gross) shares of Class C Capital Stock during the plan period (net shares are net of tax withholding).
Kent Walker, President, Global Affairs, Chief Legal Officer and Secretary, effected a trading plan modification byterminating a trading plan on May 29, 2024 that was originally adopted on May 31, 2023, andadopting a new trading plan on May 29, 2024 (with the first trade under the new plan scheduled for September 3, 2024). The new trading plan will be effective until February 27, 2027 to sell 100% of the (net) shares resulting from the vesting of 355,887 (gross) shares of Class C Capital Stock during the plan period (net shares are net of tax withholding).*
*In accordance with SEC rules adopted on December 14, 2022, any modification or change to the amount, price, or timing of the purchase or sale of securities constitutes a termination of an existing Rule 10b5-1 trading arrangement and the adoption of a new Rule 10b5-1 trading arrangement.
There wereno “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended June 30, 2024 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider Trading and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules, and regulations.
Compensatory Arrangements of Certain Officers
On April 16, 2024, the Leadership Development, Inclusion and Compensation Committee of the Board of Directors of Alphabet approved the accrual of dividend equivalent units to holders of all unvested stock units, subject to the approval of a dividend declaration by the Board of Directors of the company (which was announced on July 23, 2024). As stock units are not outstanding shares of stock and thus would not otherwise be entitled to participate in any dividends (including the one referenced above), the crediting of dividend equivalent units is intended to preserve the equity-based incentives intended by the company when the stock units were granted and to treat the holders of stock units consistently with all stockholders.
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