{"url_path":"/sec/googl/8-k/2026-06-04/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","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":450,"has_tables":true,"body_markdown":"Item 8.01. Other Events.\n\nClass A Common Stock and Class C Capital Stock Offering\n\nOn June 2, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as the representatives (the “Representatives”) of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 25,459,689 shares of Class A Common Stock, $0.001 par value (“Class A Common Stock”) at a price of 355.1982 per share, and 25,459,689 shares of Class C Capital Stock, $0.001 par value (“Class C Capital Stock”) at a price of 351.8018 per share (such offering, the “Stock Offering”).\n\nPursuant to the Underwriting Agreement, the Company granted the Underwriters 30-day options to purchase up to an additional 3,818,953 shares of Class A Common Stock and an additional 3,818,953 shares of Class C Capital Stock, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in full. The underwriters of the Depositary Shares Offering simultaneously exercised in full their options to acquire 50,000,000 additional depositary shares.\n\nThe foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.2 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 Class A Common Stock and Class C Capital Stock sold in the Stock Offering is filed as Exhibit 5.2 hereto.\n\nThe Stock Offering was made pursuant to 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 2, 2026.\n\nOn June 1, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an affiliate of Berkshire Hathaway Inc. (“Berkshire Hathaway”) for the sale of 14,212,035 shares of Class A Common Stock at a price per share of approximately $351.81 and 14,359,656 shares of Class C Capital Stock at a price per share of approximately $348.20 (collectively, the “Private Placement Shares”), for gross proceeds of $10 billion. The Private Placement Shares are being issued to Berkshire Hathaway in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering. In connection with the private placement, the Company also entered into a registration rights letter agreement with Berkshire Hathaway, pursuant to which the Company has agreed to file a registration statement with the SEC to register the resale of the Private Placement Shares."}