Alphabet issues ¥576.9B in yen senior notes

Alphabet issues ¥576.9B in yen senior notes

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What did Alphabet (GOOG) announce in its latest 8-K filing?

How large is Alphabet’s new Japanese yen senior notes offering?

What are the coupon rates and maturities on Alphabet (GOOG) yen notes?

Under what legal framework were Alphabet’s new yen notes issued?

Which existing Alphabet securities are listed alongside the new yen notes?

Alphabet Inc. completed an underwritten public offering of ¥576.9 billion aggregate principal amount of Japanese yen-denominated senior notes under its shelf registration.

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8-K

Alphabet Inc. completed an underwritten public offering of ¥576.9 billion aggregate principal amount of Japanese yen-denominated senior notes under its shelf registration. The financing is split into seven tranches with fixed coupons and staggered maturities from 2029 to 2066.

The tranches include ¥135.5 billion of 1.965% notes due 2029, ¥200.5 billion of 2.412% notes due 2031, ¥123.2 billion of 2.822% notes due 2033, ¥64.9 billion of 3.189% notes due 2036, ¥19.1 billion of 3.713% notes due 2041, ¥9.3 billion of 4.395% notes due 2056 and ¥24.0 billion of 4.599% notes due 2066. The notes were issued under an existing Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee.

Alphabet raises long-dated yen debt across seven fixed-rate tranches.

Alphabet issued ¥576.9 billion of Japanese yen senior notes across maturities from 2029 to 2066. Fixed coupons from 1.965% to 4.599% lock in borrowing costs in yen, diversifying its funding sources beyond dollar markets.

The structure spreads refinancing risk over decades, with relatively lower coupons on shorter tranches and higher coupons on the longest-dated notes. Actual balance sheet impact depends on how proceeds are deployed and how this debt sits alongside existing notes listed on Nasdaq.

Key reference points include the coupon and maturity profile of each tranche and the existing Indenture dated February 12, 2016. Future filings may detail how the proceeds support investments, buybacks, or general corporate purposes.

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.

Total yen notes issued: ¥576.9 billion 2029 notes tranche: ¥135,500,000,000 at 1.965% 2031 notes tranche: ¥200,500,000,000 at 2.412% +5 more

8 metrics

Total yen notes issued ¥576.9 billion Aggregate principal amount of Japanese yen-denominated senior notes

2029 notes tranche ¥135,500,000,000 at 1.965% Coupon and maturity for notes due 2029

2031 notes tranche ¥200,500,000,000 at 2.412% Coupon and maturity for notes due 2031

2033 notes tranche ¥123,200,000,000 at 2.822% Coupon and maturity for notes due 2033

2036 notes tranche ¥64,900,000,000 at 3.189% Coupon and maturity for notes due 2036

2041 notes tranche ¥19,100,000,000 at 3.713% Coupon and maturity for notes due 2041

2056 notes tranche ¥9,300,000,000 at 4.395% Coupon and maturity for notes due 2056

2066 notes tranche ¥24,000,000,000 at 4.599% Coupon and maturity for notes due 2066

Japanese yen-denominated senior notes, aggregate principal amount, Indenture, registration statement on Form S-3, +2 more

6 terms

Japanese yen-denominated senior notes financial

"closed its underwritten public offerings of ¥576.9 billion aggregate principal amount of Japanese yen-denominated senior notes"

aggregate principal amount financial

"closed its underwritten public offerings of ¥576.9 billion aggregate principal amount of Japanese yen-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 financial

"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 1.965% notes due 2029"

senior notes financial

"2.375% Senior Notes due 2028 | | — | | Nasdaq Stock Market LLC"

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.

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

Alphabet disclosed it closed an underwritten public offering of ¥576.9 billion Japanese yen-denominated senior notes. The debt is issued in seven fixed-rate tranches with maturities ranging from 2029 through 2066 under an existing Indenture.

Alphabet issued ¥576.9 billion in aggregate principal amount of Japanese yen-denominated senior notes. This total is split among seven separate series, each with its own coupon rate and maturity date, providing a sizable, long-term funding source in yen.

Alphabet’s yen notes carry coupons of 1.965% due 2029, 2.412% due 2031, 2.822% due 2033, 3.189% due 2036, 3.713% due 2041, 4.395% due 2056, and 4.599% due 2066. Each series provides fixed-rate funding over different horizons.

The notes were issued under Alphabet’s registration statement on Form S-3 and an existing Indenture dated February 12, 2016. The trustee is The Bank of New York Mellon Trust Company, N.A., and forms of the notes are filed as exhibits.

Alphabet lists Class A common stock (GOOGL), Class C capital stock (GOOG), and multiple U.S. dollar senior notes with maturities from 2028 to 2126 on Nasdaq. The new Japanese yen notes are additional debt securities issued under its financing program.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:25 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 21, 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. Japanese Yen Senior Notes Offering

On May 21, 2026, Alphabet Inc. (“Alphabet”) closed its underwritten public offerings of ¥576.9 billion aggregate principal amount of Japanese yen-denominated senior 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 Notes consist of ¥135,500,000,000 aggregate principal amount of 1.965% notes due 2029, ¥200,500,000,000 aggregate principal amount of 2.412% notes due 2031, ¥123,200,000,000 aggregate principal amount of 2.822% notes due 2033, ¥64,900,000,000 aggregate principal amount of 3.189% notes due 2036, ¥19,100,000,000 aggregate principal amount of 3.713% notes due 2041, ¥9,300,000,000 aggregate principal amount of 4.395% notes due 2056 and ¥24,000,000,000 aggregate principal amount of 4.599% notes due 2066.

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 4.2-4.8 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 1.965% notes due 2029

4.3		Form of Global Note representing the Registrant’s 2.412% notes due 2031

4.4		Form of Global Note representing the Registrant’s 2.822% notes due 2033

4.5		Form of Global Note representing the Registrant’s 3.189% notes due 2036

4.6		Form of Global Note representing the Registrant’s 3.713% notes due 2041

4.7		Form of Global Note representing the Registrant’s 4.395% notes due 2056

4.8		Form of Global Note representing the Registrant’s 4.599% notes due 2066

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP

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

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

12 documents

ALPHABET INC.

Date: May 21, 2026

/s/ Anat Askenazi

Anat Ashkenazi

Senior Vice President, Chief Financial Officer