{"url_path":"/sec/googl/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1652044/0001193125-26-257724-index.html","accession_number":"0001193125-26-257724","cik":"0001652044","ticker":"GOOGL","issuer_name":"Alphabet Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1652044/0001193125-26-257724-index.html","primary_entity_key":"0001652044","primary_entity_name":"Alphabet Inc."},"word_count":608,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nEquity Distribution Agreement\n\nOn June 1, 2026, Alphabet Inc. (“Alphabet” or the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC (each, a “Manager” and collectively, the “Managers”), under which the Company may offer and sell, from time to time in its sole discretion, up to $40 billion of shares of Class A Common Stock and Class C Capital Stock (together, the “Shares”), through an “at-the-market” offering program (the “ATM Offering”).\n\nUpon delivery of a placement notice and subject to the terms and conditions of the Equity Distribution Agreement, the Managers will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Equity Distribution Agreement, the Managers may sell the Shares by any method permitted by law, including in ordinary brokers’ transactions, to or through a market maker, directly on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Company is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Managers’ obligations to sell the Shares under the Equity Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions.\n\nThe Equity Distribution Agreement provides that the Managers will be entitled to compensation for their services in the form of a commission of up to 0.5% of the gross offering proceeds of Shares sold under the Equity Distribution Agreement, and the Company has agreed to reimburse the Managers for certain specified expenses. The Company has also agreed to provide the Managers with customary indemnification and contribution rights. The Equity Distribution Agreement may be terminated for any reason by the Company at any time by giving written notice to the Managers or by any Manager at any time, with respect to such Manager only, by giving written notice to the Company.\n\nThe sales and issuances of the Shares under the Equity Distribution Agreement will be made pursuant to a shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (Registration No. 333-296395) (the “Shelf Registration Statement”), a base prospectus, dated June 1, 2026, included as part of the Shelf Registration Statement and a prospectus supplement, dated June 1, 2026.\n\nThe foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nA validity opinion issued by the Company’s counsel with respect to the Shares sold in the ATM Offering is filed as Exhibit 5.1 hereto.\n\nThis Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction."}