What changed in this filing

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Item 9A. Controls and Procedures

2025-02-05 compared with 2024-01-31 · 56 added, 41 removed, 230 unchanged (30% of the section changed)

14 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Alphabet Inc.

OTHER INFORMATION

10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, the following Section 16 officer and directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

• John Hennessy , Chair of the Board of Directors , through the John L.

During the quarter ended December 31, 2024, each of the following Section 16 director and officer adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

• John Hennessy , Chair of the Board of Directors of Alphabet, through the John L.

Hennessy & Andrea J.

Hennessy Revocable Trust, adopted a new trading plan on November 1, 2023 (with the first trade under the new plan scheduled for February 12, 2024).

Hennessy Revocable Trust adopted a trading plan on November 5, 2024 (with the first trade under the plan scheduled for March 13, 2025).

The trading plan will be effective until March 13, 2026 to sell 6,000 shares of Class C Capital Stock and 1,200 shares of Class A Common Stock.

• Ann Mather , former member of the Board of Directors , terminated her trading plan on October 30, 2023 , effective with her resignation from the Board of Directors.

The trading plan previously permitted the sale of 12,580 shares of Class C Capital Stock and would have been effective until June 2, 2024.

Porat , President and Chief Investment Officer;

Chief Financial Officer , adopted a new trading plan on November 30, 2023 (with the first trade under the new plan scheduled for March 8, 2024).

The trading plan will be effective until March 8, 2025 to sell all of the (net) shares of up to 82,900 (gross) Class C Capital Stock issued upon the vesting of her Alphabet 2021 Performance Stock Units, as adjusted based on performance (net shares are net of tax withholding).

There were no “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 December 31, 2023 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.

• Sundar Pichai , Chief Executive Officer , together with the Pichai Family Foundation, adopted a trading plan on December 2, 2024 (with the first trade under the plan scheduled for April 2, 2025).

The trading plan will be effective until April 18, 2026 to sell an aggregate of 876,000 shares of Class C Capital Stock.

There were no "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 quarter ended December 31, 2024 by our directors and Section 16 officers.

Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider

Alphabet Inc.

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 current and future holders of all unvested stock units in connection with any regular cash dividend that may be declared by the Board of Directors of Alphabet from time to time.

As stock units are not outs tanding shares of stock and thus would not otherwise be entitled to participate in any dividends, 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 unvested stock units consistently with all stockholders.

Required Disclosure Pursuant to Section 13(r) of the Exchange Act

As previously disclosed, Google LLC, a subsidiary of Alphabet, filed notifications with the Russian Federal Security Service pursuant to Russian encryption control requirements, which must be complied with prior to the import of covered items.

As previously disclosed, Google LLC, a subsidiary of Alphabet, filed notifications with the Russian Federal Security Service (FSB) pursuant to Russian encryption control requirements, which must be complied with prior to the import of covered items.

The information provided pursuant to Section 13(r) of the Exchange Act in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 is incorporated herein by reference.

5 unchanged sentences

The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the 2025 Proxy Statement and is incorporated herein by reference.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of Alphabet by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Policy Against Insider Trading filed as an exhibit to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

78 unchanged sentences

001-37580) April 27, 2016

4.12 Form of the Registrant’s 3.375% Notes due 2024 (included in Exhibit 4.11)

Form of the Registrant’s 1.998% Note due 2026

26 unchanged sentences

Form of Offer Letter for Directors

Offer Letter, dated March 20, 2015, between Ruth Porat and Google Inc., as assumed by the Registrant on October 2, 2015

Annual Report on Form 10-K (File No.

January 31, 2024

Letter Agreement dated June 3, 2024, between Anat Ashkenazi and Alphabet

Current Report on Form 8-K (File No.

March 26, 2015

u Compensation Plan Agreement, dated October 2, 2015, between Google Inc.

19 unchanged sentences

u Alphabet Inc.

2012 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement

Quarterly Report on Form 10-Q (File No.

November 3, 2016

Alphabet Inc.

Number Description Incorporated by reference herein

u Alphabet Inc.

Amended and Restated 2021 Stock Plan

5 unchanged sentences

001-37580) July 28, 2021

Alphabet Inc.

Number Description Incorporated by reference herein

u Alphabet Inc.

3 unchanged sentences

u Alphabet Inc.

Amended and Restated 2021 Stock Plan – Form of Alphabet Restricted Stock Unit Agreement

Quarterly Report on Form 10-Q (File No.

April 26, 2024

u Alphabet Inc.

Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 CEO Performance Stock Unit Agreement

2 unchanged sentences

u Alphabet Inc.

Amended and Restated 2021 Stock Plan – Form of Alphabet CEO Performance Stock Unit Agreement

Quarterly Report on Form 10-Q (File No.

April 26, 2024

u Alphabet Inc.

Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 Non-CEO Performance Stock Unit Agreement

6 unchanged sentences

u Alphabet Inc.

Amended and Restated 2021 Stock Plan – Form of Alphabet Non-CEO Performance Stock Unit Agreement

Quarterly Report on Form 10-Q (File No.

April 26, 2024

u Alphabet Inc.

Company Bonus Plan, as amended

1 unchanged sentence

February 2, 2023

* Alphabet Inc.

Policy Against Insider Trading

21.01 * Subsidiaries of the Registrant

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Clawback Policy

u Clawback Policy

Annual Report on Form 10-K

January 31, 2024

101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

2 unchanged sentences

101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document

Alphabet Inc.

Number Description Incorporated by reference herein

101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document

7 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

January 30, 2024

February 4, 2025

ALPHABET INC.

4 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sundar Pichai and Ruth M.

Porat, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sundar Pichai and Anat Ashkenazi, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

/ S / S UNDAR P ICHAI

Chief Executive Officer and Director (Principal Executive Officer) January 30, 2024

Chief Executive Officer and Director (Principal Executive Officer) February 4, 2025

Sundar Pichai

/ S / R UTH M.

President and Chief Investment Officer;

Chief Financial Officer (Principal Financial Officer)

January 30, 2024

/ S / A NAT A SHKENAZI

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

February 4, 2025

Anat Ashkenazi

/ S / A MIE T HUENER O'T OOLE

Vice President, Corporate Controller and Principal Accounting Officer

January 30, 2024

February 4, 2025

Amie Thuener O'Toole

/ S / F RANCES H.

Director January 30, 2024

Director February 4, 2025

/ S / S ERGEY B RIN

Co-Founder and Director January 30, 2024

Co-Founder and Director February 4, 2025

M ARTIN C HAVEZ

Director January 30, 2024

Director February 4, 2025

Martin Chávez

Director January 30, 2024

Director February 4, 2025

/ S / R OGER W.

F ERGUSON J R .

Director January 30, 2024

Director February 4, 2025

/ S / J OHN L.

Director, Chair January 30, 2024

Director, Chair February 4, 2025

/ S / L ARRY P AGE

Co-Founder and Director January 30, 2024

Co-Founder and Director February 4, 2025

R AM S HRIRAM

Director January 30, 2024

Director February 4, 2025

/ S / R OBIN L.

Director January 30, 2024

Director February 4, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures