{"url_path":"/sec/googl/8-k/2026-06-05/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":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1652044/0001193125-26-259830-index.html","accession_number":"0001193125-26-259830","cik":"0001652044","ticker":"GOOGL","issuer_name":"Alphabet Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1652044/0001193125-26-259830-index.html","primary_entity_key":"0001652044","primary_entity_name":"Alphabet Inc."},"word_count":1089,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nMandatory Convertible Preferred Stock Offering \n\nOn June 2, 2026, Alphabet Inc. (“Alphabet” or 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 of the respective underwriters under such agreement, pursuant to which Alphabet agreed to issue and sell (1) 167,500,000 series A depositary shares (the “Series A Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series A Preferred Stock” and such offering, the “Series A Depositary Shares Offering”) and (2) 167,500,000 series B depositary shares (the “Series B Depositary Shares” and together with the Series A Depositary Shares, the “Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock” and such offering, the “Series B Depositary Shares Offering” and together with the Series A Depositary Shares Offering, the “Depositary Shares Offerings”).\n\nPursuant to the Underwriting Agreement, Alphabet granted the respective Underwriters of each Depositary Shares Offering an option to purchase up to an additional 25,000,000 Depositary Shares of such series within a 13-day period beginning on, and including, the date Alphabet first issues the Depositary Shares, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in full.\n\nThe Depositary Shares Offerings each closed on June 5, 2026. Validity opinions issued by Alphabet’s counsel with respect to the Depositary Shares of each series sold in the respective Depositary Shares Offerings and the Preferred Stock of each series underlying such Depositary Shares are filed as Exhibits 5.1 and 5.2 hereto.\n\nThe Depositary Shares Offerings were made pursuant to a shelf registration statement on Form S-3 (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (Registration No. 333-296395), a base prospectus, dated June 1, 2026, included as part of the Registration Statement, and a prospectus supplement for each series, each dated June 2, 2026.\n\nIn connection with each Depositary Shares Offering, Alphabet filed a certificate of designations (each, a “Certificate of Designations”) with the Secretary of State of the State of Delaware, including the form of certificate for the corresponding series of Preferred Stock (each a “Form of Certificate”), to establish the preferences, limitations, and relative rights of such series of the Preferred Stock. Each Certificate of Designations became effective upon filing.\n\nIn connection with each Depositary Shares Offering, Alphabet entered into a deposit agreement (each, a “Deposit Agreement”), each dated June 5, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and the holders from time to time of the related series of depositary receipts (the “Depositary Receipts”), a form of which is included therein (each, a “Form of Depositary Receipt”).\n\nEach Deposit Agreement provides for the deposit of shares of the relevant series of Preferred Stock from time to time with the Depositary and for the issuance of Depositary Receipts evidencing Depositary Shares of the relevant series in respect of the deposited Preferred Stock.\n\nThe foregoing descriptions of the terms of the Underwriting Agreement are qualified in their entirety by reference to the Form of Underwriting Agreement (Preferred Stock) a copy of which is filed as Exhibit 1.3 to the Registration Statement and is incorporated herein by reference. The foregoing descriptions of the terms of the respective Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt are qualified in their entirety by reference to the Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt, which are filed as Exhibits 3.1, 3.2, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, hereto and incorporated herein by reference.\n\nCapped Call Transactions\n\nOn June 2, 2026, in connection with the pricing of the respective Depositary Shares Offerings, and on June 3, 2026 in connection with the Underwriters’ exercise of the over-allotment options to purchase additional Depositary Shares, Alphabet entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with one or more of the underwriters or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The Capped Call Transactions entered into in connection with the Series A Depositary Shares Offering (the\n\n“Series A Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”), underlying the Series A Preferred Stock, based on the minimum conversion rate of the Series A Preferred Stock. The Capped Call Transactions entered into in connection with the Series B Depositary Shares Offering (the “Series B Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class C capital stock, par value $0.001 per share, of the Company (the “Class C Capital Stock”), underlying the Series B Preferred Stock, based on the minimum conversion rate of the Series B Preferred Stock. Subject to Alphabet’s right to elect cash settlement, the Capped Call Transactions are generally expected to reduce potential dilution to the Class A Common Stock or Class C Capital Stock, as applicable, upon any conversion of the Preferred Stock of the relevant series, with such reduction subject to a cap. The cap price of the Series A Capped Calls will initially be $532.6704 per share of Class A Common Stock, and the cap price of the Series B Capped Calls will initially be $527.7974 per share of Class C Capital Stock in each case, subject to certain adjustments under the terms of the relevant Capped Call Transactions.\n\nThe Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of either Depositary Shares Offering and will not change the holders’ rights under the Depositary Shares of either series. Holders of the Depositary Shares will not have any rights with respect to the Capped Call Transactions.\n\nThe foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the forms of capped call transaction confirmation relating to the Series A Capped Calls and the Series B Capped Calls attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference."}