Alphabet Inc 8-K Filings

Alphabet Inc. reported Q2 2026 revenue of $119.8 billion, up 24% year over year (23% in constant currency). Operating income rose to $40.8 billion and operating margin expanded by 2 percentage points to 34%.

Google Services revenue grew 15% to $94.5 billion, while Google Cloud revenue increased 82% to $24.8 billion, led by enterprise AI solutions and infrastructure. Other income (expense), net was $98.0 billion, primarily from a $99.0 billion gain on equity securities, driving net income available to common stockholders up 298% to $112.1 billion and diluted EPS up 294% to $9.11.

Non-GAAP free cash flow for Q2 2026 was $(5,855) million, reflecting capital expenditures of $44.9 billion. In June 2026, Alphabet raised $49.6 billion of equity (Class A, Class C, and mandatory convertible preferred) and issued senior unsecured notes for $20.3 billion of net proceeds. A new ATM equity program authorizes up to $40.0 billion of additional Class A and Class C stock sales, with no shares sold as of June 30, 2026. The board also declared quarterly cash dividends of $12.15 per Series A and B preferred share (about $0.60 per related depositary share) and $0.22 per Class A, B, and C common share.

Alphabet Inc. held its 2026 Annual Meeting of Shareholders on June 5, 2026 and approved an amended and restated 2021 Stock Plan, increasing the share reserve by 200,000,000 shares of Class C capital stock. Shareholders elected all nominated directors and ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Shareholders approved, on an advisory basis, the compensation of Alphabet’s named executive officers but did not approve fourteen shareholder proposals covering topics such as climate goals, water usage and AI development, equal shareholder voting, data privacy, and AI oversight.

Alphabet Inc. has completed large offerings of new preferred equity through depositary shares tied to two series of 6.25% mandatory convertible preferred stock. The company agreed to issue and sell 167,500,000 Series A Depositary Shares and 167,500,000 Series B Depositary Shares, each representing a 1/20th interest in preferred stock with a $1,000 liquidation preference per share.

Underwriters fully exercised options to buy an additional 25,000,000 Depositary Shares of each series, and both offerings closed on June 5, 2026. Alphabet also entered into capped call transactions designed to offset potential dilution on conversion, with initial cap prices of $532.6704 per share of Class A common stock and $527.7974 per share of Class C capital stock. The preferred shares pay 6.25% dividends and will mandatorily convert into Class A or Class C stock, respectively, on or about May 15, 2029, within specified conversion ranges.

Alphabet Inc. appointed Marsida Saraci, its Vice President and Controller, as Principal Accounting Officer, effective immediately. She has been with Alphabet since April 2011 and previously worked at KPMG for over eight years.

In connection with the appointment, Saraci will receive restricted stock unit (GSU) awards totaling $720,000 in value, split into a $280,000 grant vesting in 1/20th monthly increments and a $440,000 grant vesting in 1/32nd monthly increments, both starting in July 2026. The number of GSUs will be based on the average closing price of Alphabet’s Class C capital stock during June 2026, and each vested GSU converts into one Class C share under Alphabet’s Amended and Restated 2021 Stock Plan.

Alphabet Inc. is launching a major equity capital program totaling up to $84.75 billion to fund large-scale AI infrastructure and compute investments. The plan combines concurrent underwritten offerings of Class A and Class C shares and mandatory convertible preferred stock, a $40 billion at-the-market program, and a $10 billion private placement with Berkshire Hathaway.

The underwritten stock and depositary share offerings are expected to raise roughly $34.4 billion in net proceeds, with additional potential proceeds from over-allotment options and future ATM sales. Alphabet expects 2026 capital expenditures of $180–$190 billion, with 2027 capex projected to increase significantly, and intends to use the equity proceeds for general corporate purposes and to scale AI infrastructure while maintaining a strong balance sheet.

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 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.

Alphabet Inc. reported strong first quarter 2026 results with broad-based growth. Revenue rose 22% year over year to $109.9 billion, or 19% in constant currency, marking the 11th consecutive quarter of double-digit growth. Operating income increased 30% to $39.7 billion and operating margin expanded to 36.1%.

Net income grew 81% to $62.6 billion and diluted EPS rose 82% to $5.11, aided by a $37.7 billion net gain in other income, mainly from non-marketable equity securities. Google Cloud revenue increased 63% to $20.0 billion, while Google Services revenue grew 16% to $89.6 billion.

Alphabet generated $45.8 billion in operating cash flow and $10.1 billion in free cash flow in the quarter. The board declared a quarterly dividend of $0.22 per share, a 5% increase, payable June 15, 2026 to stockholders of record on June 8, 2026.

Alphabet Inc. reported that its compensation committee approved new 2026 equity awards for four senior executives: Anat Ashkenazi, Ruth Porat, Philipp Schindler, and Kent Walker. These packages combine performance stock units (PSUs) tied to long-term results with time-based restricted stock units (GSUs).

Awards include PSU target values of $10 million for Ashkenazi, $9 million for Porat, $16 million for Schindler, and $9 million for Walker, plus GSU awards of $20 million, $20 million, $26 million, and $20 million, respectively. Additional transitional GSUs range from $5 million to about $6 million to offset a discontinued bonus program.

PSUs vest based on Alphabet’s total shareholder return versus S&P 100 companies over a 2026–2028 performance period and can pay out between 0% and 200% of target. GSUs vest monthly over three years (with specified catch-up and timing adjustments), and all vesting requires continued employment, subject to special treatment on death or certain terminations.

Alphabet Inc. reported that Amie Thuener O'Toole has resigned as Vice President, Corporate Controller and Principal Accounting Officer. She notified the company on March 30, 2026, and her resignation is effective April 9, 2026.

The company stated that her decision to leave and pursue another professional opportunity did not result from any disagreement over operations, policies, or practices.

Alphabet Inc. has approved a new triennial equity compensation package for CEO Sundar Pichai, while keeping his annual salary at $2,000,000 and continuing to make him ineligible for an annual bonus.

The package includes two tranches of Alphabet performance stock units (PSUs), each with a target value of $63,000,000, tied to Alphabet’s total shareholder return relative to S&P 100 companies over performance periods spanning 2026–2027 and 2026–2028. Depending on results, 0%–200% of the target PSUs can vest. He also receives Alphabet restricted stock units (GSUs) with an on-target value of $84,000,000, vesting gradually over three years.

In addition, Pichai is granted Waymo and Wing bet performance units (BPUs) with target values of approximately $130,000,000 and $45,000,000, respectively. These vest after a three-year performance period only if per-unit values at Waymo LLC and Wing Aviation LLC increase, and can also range from 0%–200% of target. The awards include detailed provisions for vesting upon death, termination for cause, and termination without cause or for good reason.

Alphabet Inc. reported that it has closed concurrent underwritten public offerings of new senior notes, raising debt in both U.S. dollars and British pounds. The company issued $20 billion aggregate principal amount of U.S. dollar-denominated notes and £5.5 billion aggregate principal amount of Sterling-denominated notes under its existing shelf registration.

The Sterling notes are split into five tranches, with fixed coupons ranging from 4.125% notes due 2029 to 6.125% notes due 2126. The U.S. notes comprise seven tranches, from 3.700% notes due 2029 up to 5.750% notes due 2066. All notes were issued under Alphabet’s existing 2016 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

Alphabet Inc. filed a current report stating that on February 4, 2026 it is issuing a press release and holding a conference call to discuss its financial results for the quarter and fiscal year ended December 31, 2025. The press release is furnished as Exhibit 99.1 and includes non-GAAP financial measures, with reconciliations to comparable GAAP measures provided within that release. The information in this report is furnished rather than filed, limiting its use in certain securities law contexts.

Alphabet Inc. closed concurrent public debt offerings, issuing $17.5 billion of U.S. dollar‑denominated senior notes and €6.5 billion of euro‑denominated senior notes on November 6, 2025, under its Form S-3 shelf.

The Euro Notes span maturities from 2028 to 2064, with coupons including 2.375% due 2028 and 4.375% due 2064. The U.S. Notes include a $500 million floating rate due 2028 and fixed‑rate tranches such as 3.875% due 2028, 4.700% due 2035, 5.350% due 2045, 5.450% due 2055, and 5.700% due 2075.

The notes were issued under an existing Indenture dated February 12, 2016, with The Bank of New York Mellon Trust Company, N.A. as trustee. Forms of the global notes and related legal opinions are filed as exhibits, confirming the terms and structure of each tranche.

Alphabet Inc. filed an 8-K announcing it issued a press release and held a conference call covering financial results for the quarter ended September 30, 2025.

The press release is furnished as Exhibit 99.1 and includes non-GAAP measures with reconciliations to GAAP. The information is furnished under Item 2.02 and is not deemed “filed” under the Exchange Act except as specifically incorporated by reference. Exhibit 104 provides the cover page Inline XBRL.