Alphabet issues €9B and C$9.5B in new notes

What exhibits related to the new Alphabet (GOOG) notes were filed?

Rhea-AI Filing Summary

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What new debt did Alphabet (GOOG) issue according to this 8-K?

What are the key terms of Alphabet (GOOG) new euro senior notes?

What are the main terms of Alphabet (GOOG) new Canadian dollar notes?

Under what legal framework were Alphabet (GOOG) new notes issued?

The filing includes the base Indenture, ten forms of global notes for each euro and Canadian tranche, legal opinions for the euro and Canadian notes, and related consents. It also provides an inline XBRL cover page data file as Exhibit 104.

Alphabet Inc. closed concurrent underwritten public offerings of €9 billion in euro-denominated senior notes and C$9.5 billion in Canadian dollar-denominated senior notes under its Form S-3 shelf registration.

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Form Type

8-K

Alphabet Inc. closed concurrent underwritten public offerings of €9 billion in euro-denominated senior notes and C$9.5 billion in Canadian dollar-denominated senior notes under its Form S-3 shelf registration. These new bonds carry fixed coupons and staggered maturities from 2030 through 2063 for the euro tranches and from 2031 through 2056 for the Canadian tranches.

The euro notes span coupons from 3.200% to 4.800% across six maturities, while the Canadian notes range from 3.650% to 5.000% across four maturities. All notes were issued under an existing Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee.

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Euro notes total: €9,000,000,000 aggregate principal amount Canadian notes total: C$9,500,000,000 aggregate principal amount 3.200% euro notes: €1,500,000,000 at 3.200% due 2030 +5 more

8 metrics

Euro notes total €9,000,000,000 aggregate principal amount Euro-denominated senior notes offering

Canadian notes total C$9,500,000,000 aggregate principal amount Canadian dollar-denominated senior notes offering

3.200% euro notes €1,500,000,000 at 3.200% due 2030 Euro Notes tranche

4.800% euro notes €1,250,000,000 at 4.800% due 2063 Longest-dated Euro Notes tranche

3.650% Canadian notes C$1,500,000,000 at 3.650% due 2031 Canadian Notes tranche

5.000% Canadian notes C$2,750,000,000 at 5.000% due 2056 Longest-dated Canadian Notes tranche

Base Indenture date February 12, 2016 Indenture governing the Notes

Shelf registration file File No. 333-286752 Form S-3 registration statement

senior notes, aggregate principal amount, Indenture, registration statement on Form S-3, +1 more

5 terms

senior notes financial

"euro-denominated senior notes (the “Euro Notes”) and C$9.5 billion aggregate principal amount of Canadian dollar-denominated senior notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

aggregate principal amount financial

"€9 billion aggregate principal amount of euro-denominated senior notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Indenture regulatory

"The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of February 12, 2016"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

registration statement on Form S-3 regulatory

"pursuant to Alphabet’s registration statement on Form S-3 (File No. 333-286752)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Global Note financial

"Form of Global Note representing the Registrant’s 3.200% notes due 2030"

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

Alphabet issued €9 billion in euro-denominated senior notes and C$9.5 billion in Canadian dollar-denominated senior notes. These offerings add long-term fixed-rate debt across multiple maturities between 2030 and 2063 under its existing shelf registration.

The euro notes total €9 billion with coupons from 3.200% to 4.800%. Maturities are 2030, 2032, 2034, 2039, 2045, and 2063, giving Alphabet staggered long-term funding in euros at fixed interest rates.

The Canadian notes total C$9.5 billion with coupons from 3.650% to 5.000%. Maturities are 2031, 2033, 2036, and 2056, providing Alphabet long-dated Canadian dollar funding at fixed interest coupons.

The notes were issued under an Indenture dated February 12, 2016 with The Bank of New York Mellon Trust Company, N.A., as trustee. They were sold pursuant to Alphabet’s effective shelf registration statement on Form S-3.

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

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Accepted by SEC EDGAR 05/11/2026 - 04:45 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 11, 2026

ALPHABET INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37580

61-1767919

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	GOOGL	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value	GOOG	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
2.375% Senior Notes due 2028	—	Nasdaq Stock Market LLC
2.500% Senior Notes due 2029	—	Nasdaq Stock Market LLC
4.125% Senior Notes due 2029	—	Nasdaq Stock Market LLC
2.875% Senior Notes due 2031	—	Nasdaq Stock Market LLC
4.625% Senior Notes due 2032	—	Nasdaq Stock Market LLC
3.000% Senior Notes due 2033	—	Nasdaq Stock Market LLC
3.125% Senior Notes due 2034	—	Nasdaq Stock Market LLC
3.375% Senior Notes due 2037	—	Nasdaq Stock Market LLC
3.500% Senior Notes due 2038	—	Nasdaq Stock Market LLC
5.500% Senior Notes due 2041	—	Nasdaq Stock Market LLC
4.000% Senior Notes due 2044	—	Nasdaq Stock Market LLC
3.875% Senior Notes due 2045	—	Nasdaq Stock Market LLC
4.000% Senior Notes due 2054	—	Nasdaq Stock Market LLC
5.875% Senior Notes due 2058	—	Nasdaq Stock Market LLC
4.375% Senior Notes due 2064	—	Nasdaq Stock Market LLC
6.125% Senior Notes due 2126	—	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Alphabet Inc. Euro and Canadian Dollar Senior Notes Offering

On May 11, 2026, Alphabet Inc. (“Alphabet”) closed its concurrent underwritten public offerings of €9 billion aggregate principal amount of euro-denominated senior notes (the “Euro Notes”) and C$9.5 billion aggregate principal amount of Canadian dollar-denominated senior notes (the “Canadian Notes” and, collectively with the Euro Notes, the “Notes”) pursuant to Alphabet’s registration statement on Form S-3 (File No. 333-286752). The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of February 12, 2016, between Alphabet and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Euro Notes consist of €1,500,000,000 aggregate principal amount of 3.200% notes due 2030, €1,750,000,000 aggregate principal amount of 3.450% notes due 2032, €1,500,000,000 aggregate principal amount of 3.625% notes due 2034, €1,750,000,000 aggregate principal amount of 4.100% notes due 2039, €1,250,000,000 aggregate principal amount of 4.500% notes due 2045 and €1,250,000,000 aggregate principal amount of 4.800% notes due 2063.

The Canadian Notes consist of C$1,500,000,000 aggregate principal amount of 3.650% notes due 2031, C$2,000,000,000 aggregate principal amount of 4.000% notes due 2033, C$2,250,000,000 aggregate principal amount of 4.350% notes due 2036 and C$2,750,000,000 aggregate principal amount of 5.000% notes due 2056.

The foregoing description of the Indenture is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing descriptions of the Notes is qualified in its entirety by reference to the full text of the respective forms of the Notes filed as Exhibits 4.2-4.11 hereto and each is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

4.1		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 Alphabet Inc.’s Registration Statement on Form S-3 filed on February 12, 2016 (File No. 333-209510)

4.2		Form of Global Note representing the Registrant’s 3.200% notes due 2030

4.3		Form of Global Note representing the Registrant’s 3.450% notes due 2032

4.4		Form of Global Note representing the Registrant’s 3.625% notes due 2034

4.5		Form of Global Note representing the Registrant’s 4.100% notes due 2039

4.6		Form of Global Note representing the Registrant’s 4.500% notes due 2045

4.7		Form of Global Note representing the Registrant’s 4.800% notes due 2063

4.8		Form of Global Note representing the Registrant’s 3.650% notes due 2031

4.9		Form of Global Note representing the Registrant’s 4.000% notes due 2033

4.10		Form of Global Note representing the Registrant’s 4.350% notes due 2036

4.11		Form of Global Note representing the Registrant’s 5.000% notes due 2056

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the Euro Notes

5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the Canadian Notes

23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)

23.2		Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2)

104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

ALPHABET INC.

Date: May 11, 2026

/s/ Anat Ashkenazi

Anat Ashkenazi

Senior Vice President, Chief Financial Officer

16 documents