Alphabet updates $40B at-the-market stock program

Alphabet Inc. updates its at-the-market equity offering program for its Class A Common Stock and Class C Capital Stock.

Rhea-AI Filing Summary

Alphabet Inc. updates its at-the-market equity offering program for its Class A Common Stock and Class C Capital Stock. The existing program permits the offer and sale of up to $40,000,000,000 of these shares through an Equity Distribution Agreement.

This supplement adds thirteen firms — including BofA Securities, Citigroup Global Markets, Deutsche Bank Securities, HSBC Securities (USA), Wells Fargo Securities, Barclays Capital, BNP Paribas Securities, BTIG, Credit Agricole Securities (USA), Mizuho Securities USA, RBC Capital Markets, SG Americas Securities and TD Securities (USA) — as additional managers, while all other terms of the Equity Distribution Agreement remain unchanged. Bernstein Institutional Services LLC serves as selling agent on behalf of SG Americas Securities, LLC in connection with this program.

Filing Explained

No share issuance or proceeds are disclosed, so the expanded offering capacity has not yet established immediate dilution.

The filing does not report a completed takedown: its up-to-$40 billion language describes the program’s maximum offer-and-sale amount, not shares sold or proceeds received in this filing.

It therefore discloses no issuance, share-count increase, or resulting ownership dilution here; dilution would arise if additional shares were issued.

Any holder impact would require a later disclosure of an actual share issuance and its terms, which this supplement does not provide.

Key Figures

ATM program size: $40,000,000,000 Par value per share: $0.001 Additional managers: 13 +2 more

5 metrics

ATM program size $40,000,000,000 Maximum aggregate offering amount of Class A and Class C shares under the equity distribution agreement

Par value per share $0.001 Par value of both Class A Common Stock and Class C Capital Stock

Additional managers 13 Number of new managers added to the Equity Distribution Agreement by this supplement

Fiscal year end reference December 31, 2025 Fiscal year of the Form 10-K whose risk factors are incorporated by reference

Quarterly reports referenced March 31, 2026; June 30, 2026 Form 10-Q periods whose risk factors are incorporated by reference

Key Terms

prospectus supplement, Equity Distribution Agreement, Class A Common Stock, Class C Capital Stock, +1 more

5 terms

prospectus supplement regulatory

"This prospectus supplement (the “Supplement”) supplements the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Equity Distribution Agreement financial

"pursuant to an equity distribution agreement (“Equity Distribution Agreement”)"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

Class A Common Stock financial

"Class A Common Stock, $0.001 par value (“Class A Common Stock”)"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class C Capital Stock financial

"Class C Capital Stock, $0.001 par value (“Class C Capital Stock”)"

selling agent financial

"Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas"

Offering Details

shelf/ATM

Offering

Offering Type shelf/ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Alphabet (GOOG) offering under this prospectus supplement?

Alphabet may offer and sell up to $40,000,000,000 of its Class A Common Stock and Class C Capital Stock under an existing at-the-market equity distribution program described in the prospectus and this supplement.

Does this Alphabet (GOOG) supplement change the $40 billion offering size?

No. The supplement keeps the total capacity at $40,000,000,000 of Class A and Class C shares. It only updates the list of managers under the Equity Distribution Agreement, leaving all other terms unchanged.

Which new managers are added for Alphabet (GOOG) in this ATM program?

The supplement adds 13 managers, including BofA Securities, Citigroup Global Markets, Deutsche Bank Securities, HSBC Securities (USA), Wells Fargo Securities, Barclays Capital, BNP Paribas Securities, BTIG, Credit Agricole Securities (USA), Mizuho Securities USA, RBC Capital Markets, SG Americas Securities and TD Securities (USA).

What role does Bernstein Institutional Services LLC play for Alphabet (GOOG)?

Bernstein Institutional Services LLC acts as selling agent on behalf of SG Americas Securities, LLC. It may provide investor feedback, research, market sounding, trading information, and execution support related to this Alphabet equity offering program.

Are there any new risk factors disclosed for Alphabet (GOOG) in this supplement?

The supplement directs investors to existing risk factors in the prior prospectus, Alphabet’s Form 10-K for the year ended December 31, 2025, and its Forms 10-Q for quarters ended March 31 and June 30, 2026, which are incorporated by reference.

Which firms were the original managers for Alphabet (GOOG) in this equity program?

The original managers listed are Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. The supplement adds further managers but does not alter the existing agreement terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/06/2026 - 08:08 AM Accepted by SEC EDGAR 08/06/2026 - 08:07 AM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-296395

PROSPECTUS SUPPLEMENT

(To Prospectus dated June 1, 2026)

Up to $40,000,000,000

Alphabet Inc.

Class A Common Stock

Class C Capital Stock

This prospectus supplement (the “Supplement”) supplements the prospectus, dated June 1, 2026, as supplemented by the prospectus supplement, dated June 1, 2026 (together, the “Prospectus”), relating to the offer and sale of up to $40,000,000,000 of shares of our Class A Common Stock, $0.001 par value (“Class A Common Stock”), and our Class C Capital Stock, $0.001 par value (“Class C Capital Stock”), through Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as managers, pursuant to an equity distribution agreement (“Equity Distribution Agreement”) entered into with such managers on that date, as amended from time to time.

This Supplement is being filed to reflect the addition of BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BTIG, LLC, Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC and TD Securities (USA) LLC as additional managers pursuant to an amendment and restatement of the Equity Distribution Agreement. Besides the addition of the additional managers, the terms and provisions of the Equity Distribution Agreement remain the same in their entirety. Accordingly, each reference to the term “manager” or “managers” in the Prospectus is hereby amended, to the extent appropriate in the context, to include BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BTIG, LLC, Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC and TD Securities (USA) LLC, each as an additional manager.

See “Risk Factors” beginning on page S-5 of the prospectus supplement dated June 1, 2026 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, which are incorporated by reference herein, for a discussion of certain risks that should be considered in connection with an investment in our Class A Common Stock or Class C Capital Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of our Class A Common Stock or Class C Capital Stock or determined that this Supplement or the accompanying Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas Securities, LLC in the offering described herein. Bernstein Institutional Services LLC and certain of its affiliates may provide investor feedback, research, market sounding, block monitoring, market intelligence, historical market, or trading information and origination and deal execution support to SG Americas Securities, LLC in connection with this offering and may also provide such services in the general course of business.

Managers

Goldman Sachs & Co. LLC				J.P. Morgan				Morgan Stanley
BofA Securities		Citigroup		Deutsche Bank Securities		HSBC		Wells Fargo Securities
Barclays		BNP PARIBAS		BTIG		Credit Agricole CIB		Mizuho
RBC Capital Markets				Societe Generale				TD Securities

The date of this prospectus supplement is August 6, 2026.