Alphabet (GOOGL)

On August 10, 2026, Alphabet Inc. closed an underwritten public offering of $25 billion aggregate principal amount of U.S. dollar-denominated senior notes, issued under its Form S-3 registration statement (File No. 333-296395) and an Indenture dated February 12, 2016, with The Bank of New York Mellon Trust Company, N.A., as trustee. The offering comprised ten tranches: $750 million floating-rate notes due 2028, $1.25 billion 4.500% notes due 2028, $500 million floating-rate notes due 2029, $2 billion 4.625% notes due 2029, $3.5 billion 4.875% notes due 2031, $2.5 billion 5.200% notes due 2033, $4.5 billion 5.450% notes due 2036, $3 billion 6.250% notes due 2046, $4.5 billion 6.375% notes due 2056, and $2.5 billion 6.500% notes due 2066. The Indenture and forms of the notes were filed as Exhibits 4.1–4.11 and incorporated by reference. This debt issuance increases Alphabet's outstanding long-term debt and provides additional capital, with potential impacts on its consolidated financial position and capital structure.

Item 9.01 lists exhibits 4.1 through 4.11, 5.1, 23.1, and 104. Exhibit 4.1 is an Indenture dated February 12, 2016, between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 of the Form S-3 (File No. 333-209510); exhibits 4.2–4.11 are forms of global notes for floating-rate notes due 2028, 4.500% notes due 2028, floating-rate notes due 2029, 4.625% notes due 2029, 4.875% notes due 2031, 5.200% notes due 2033, 5.450% notes due 2036, 6.250% notes due 2046, 6.375% notes due 2056, and 6.500% notes due 2066; exhibit 5.1 is an opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the notes; exhibit 23.1 is the firm's consent included in exhibit 5.1; exhibit 104 is the Cover Page Interactive Data File. The report is dated August 10, 2026, and signed by Anat Ashkenazi, Senior Vice President and Chief Financial Officer of Alphabet Inc.