STOCK TITAN

Alphabet (GOOG) outlines $84.75B equity raise to fund massive AI infrastructure

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Robust AI investment funding: Alphabet secures access to up to $84.75 billion in equity capital to support planned 2026 capex of $180–$190 billion and significantly higher 2027 spending on AI infrastructure and global compute, helping preserve balance sheet flexibility while pursuing large growth opportunities.

Negative

  • Significant future equity dilution: The combination of large common stock offerings, a $40 billion ATM program and sizable mandatory convertible preferred issues implies substantial future share issuance and dividend obligations, which may dilute existing holders as the preferred shares convert through May 15, 2029.

Insights

Alphabet is raising up to $84.75B in equity to fund massive AI capex, creating meaningful future dilution alongside balance sheet strength.

Alphabet outlines a large equity package: concurrent underwritten offerings of Class A and Class C stock and two series of mandatory convertible preferred via depositary shares, a $40 billion ATM program, and a $10 billion Berkshire Hathaway private placement. The aggregate equity raise is framed at $84.75 billion.

The company expects 2026 capital expenditures of $180–$190 billion, with 2027 spending to increase significantly, aimed at AI infrastructure and compute. Net proceeds of about $17.8 billion from common stock and $16.6 billion from depositary shares will support these outlays, while preferred dividends at 6.25% add a future cash or share commitment.

For investors, this structure trades future dilution and preferred dividends for the ability to fund very large AI investments without relying solely on debt. Actual impact will depend on future ATM usage, conversion outcomes for the mandatory convertibles by May 15, 2029, and how effectively the AI capex translates into revenue and earnings growth.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
Total planned equity raise $84.75 billion Aggregate of underwritten offerings, $40B ATM and $10B private placement
ATM program size $40 billion At-the-market Class A and C stock program
Berkshire private placement $10 billion Purchase of Class A and Class C shares
Common stock net proceeds $17.8 billion Net from Class A and Class C offering, excluding over-allotments
Depositary shares net proceeds $16.6 billion Net from Series A and B mandatory convertible preferred depositary shares
Preferred dividend rate 6.25% per annum On $1,000 liquidation preference for each preferred share
2026 capex guidance $180–$190 billion Expected Alphabet capital expenditures for 2026
Class A offering price $355.1982 per share Public offering price for Class A Common Stock
at-the-market offering program financial
"up to $40 billion of shares of Class A Common Stock and Class C Capital Stock ... through an “at-the-market” offering program"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
mandatory convertible preferred stock financial
"depositary shares representing interests in mandatory convertible preferred stock"
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
capped call transactions financial
"Alphabet expects to enter into privately negotiated capped call transactions with one or more option counterparties"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
over-allotment options financial
"30-day options to purchase up to an additional 3,818,953 shares of Class A Common Stock and an additional 3,818,953 shares of Class C Capital Stock, solely to cover over-allotments"
depositary shares financial
"167,500,000 Series A depositary shares, each representing a 1/20th interest in a share"
Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.
shelf registration statement regulatory
"pursuant to a shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0001652044 0001652044 2026-06-04 2026-06-04 0001652044 us-gaap:CommonClassAMember 2026-06-04 2026-06-04 0001652044 goog:CapitalClassCMember 2026-06-04 2026-06-04 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-06-04 2026-06-04 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-06-04 2026-06-04 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-06-04 2026-06-04 0001652044 us-gaap:SeniorNotesMember 2026-06-04 2026-06-04 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-06-04 2026-06-04 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-06-04 2026-06-04 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-06-04 2026-06-04 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-06-04 2026-06-04 0001652044 goog:SeniorNotesDue2034Member 2026-06-04 2026-06-04 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-06-04 2026-06-04 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-06-04 2026-06-04 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-06-04 2026-06-04 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-06-04 2026-06-04 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-06-04 2026-06-04 0001652044 goog:A4.500PercentSeniorNotesDue2045Member 2026-06-04 2026-06-04 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-06-04 2026-06-04 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-06-04 2026-06-04 0001652044 goog:SeniorNotesDue2045Member 2026-06-04 2026-06-04 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-06-04 2026-06-04 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-06-04 2026-06-04
 
 

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)

June 4, 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
3.200% Senior Notes due 2030     Nasdaq Stock Market LLC
2.875% Senior Notes due 2031     Nasdaq Stock Market LLC
3.450% Senior Notes due 2032     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
3.625% 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
4.100% Senior Notes due 2039     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
4.500% 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
4.800% Senior Notes due 2045     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 1.01. Entry into a Material Definitive Agreement.

Equity Distribution Agreement

On June 1, 2026, Alphabet Inc. (“Alphabet” or the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC (each, a “Manager” and collectively, the “Managers”), under which the Company may offer and sell, from time to time in its sole discretion, up to $40 billion of shares of Class A Common Stock and Class C Capital Stock (together, the “Shares”), through an “at-the-market” offering program (the “ATM Offering”).

Upon delivery of a placement notice and subject to the terms and conditions of the Equity Distribution Agreement, the Managers will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Equity Distribution Agreement, the Managers may sell the Shares by any method permitted by law, including in ordinary brokers’ transactions, to or through a market maker, directly on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Company is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Managers’ obligations to sell the Shares under the Equity Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Equity Distribution Agreement provides that the Managers will be entitled to compensation for their services in the form of a commission of up to 0.5% of the gross offering proceeds of Shares sold under the Equity Distribution Agreement, and the Company has agreed to reimburse the Managers for certain specified expenses. The Company has also agreed to provide the Managers with customary indemnification and contribution rights. The Equity Distribution Agreement may be terminated for any reason by the Company at any time by giving written notice to the Managers or by any Manager at any time, with respect to such Manager only, by giving written notice to the Company.

The sales and issuances of the Shares under the Equity Distribution Agreement will be made pursuant to a shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (Registration No. 333-296395) (the “Shelf Registration Statement”), a base prospectus, dated June 1, 2026, included as part of the Shelf Registration Statement and a prospectus supplement, dated June 1, 2026.

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A validity opinion issued by the Company’s counsel with respect to the Shares sold in the ATM Offering is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Item 7.01. Regulation FD Disclosure.

Copies of the Company’s press releases related to the announcement of the launch and pricing of the Stock Offering as described under Item 1.01 are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The offering (the “Depositary Share Offering”) of two series of depositary shares representing two series of mandatory convertible preferred stock that is also described in these press releases is expected to close June 5 and will be described in a Current Report on Form 8-K filed on that date.

Item 8.01. Other Events.

Class A Common Stock and Class C Capital Stock Offering

On June 2, 2026, 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 (the “Representatives”) of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 25,459,689 shares of Class A Common Stock, $0.001 par value (“Class A Common Stock”) at a price of 355.1982 per share, and 25,459,689 shares of Class C Capital Stock, $0.001 par value (“Class C Capital Stock”) at a price of 351.8018 per share (such offering, the “Stock Offering”).

Pursuant to the Underwriting Agreement, the Company granted the Underwriters 30-day options to purchase up to an additional 3,818,953 shares of Class A Common Stock and an additional 3,818,953 shares of Class C Capital Stock, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in full. The underwriters of the Depositary Shares Offering simultaneously exercised in full their options to acquire 50,000,000 additional depositary shares.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

A validity opinion issued by the Company’s counsel with respect to the Class A Common Stock and Class C Capital Stock sold in the Stock Offering is filed as Exhibit 5.2 hereto.

The Stock Offering was made pursuant to the Shelf Registration Statement, a base prospectus, dated June 1, 2026, included as part of the Shelf Registration Statement and a prospectus supplement, dated June 2, 2026.

On June 1, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an affiliate of Berkshire Hathaway Inc. (“Berkshire Hathaway”) for the sale of 14,212,035 shares of Class A Common Stock at a price per share of approximately $351.81 and 14,359,656 shares of Class C Capital Stock at a price per share of approximately $348.20 (collectively, the “Private Placement Shares”), for gross proceeds of $10 billion. The Private Placement Shares are being issued to Berkshire Hathaway in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering. In connection with the private placement, the Company also entered into a registration rights letter agreement with Berkshire Hathaway, pursuant to which the Company has agreed to file a registration statement with the SEC to register the resale of the Private Placement Shares.


Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

 

Exhibit
No.
  

Description

1.1    Equity Distribution Agreement, dated June 1, 2026 between Alphabet and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
1.2    Form of Underwriting Agreement (Stock) (incorporated by reference to Exhibit 1.2 to Alphabet Inc’s Form S-3; File No: 333-296395)
5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the ATM Offering
5.2    Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the Stock Offering
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)
99.1    Press Release issued by Alphabet Inc. dated June 1, 2026
99.2    Press Release issued by Alphabet Inc. dated June 2, 2026
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.

 

      ALPHABET INC.
Date: June 4, 2026      

/s/ Anat Ashkenazi

      Anat Ashkenazi
      Senior Vice President, Chief Financial Officer

Exhibit 99.1

Alphabet Announces Proposed $80 Billion Equity Capital Raise to Expand AI Infrastructure and Compute

Includes agreement by Berkshire Hathaway to invest $10 Billion in Alphabet in a private placement

MOUNTAIN VIEW, Calif. – June 1, 2026 – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced equity offerings totaling $80 billion, in expected aggregate amount, as part of its plan to fund investments in its world-class AI compute infrastructure to meet its unprecedented customer demand.

Offerings

These offerings consist of:

Proposed Offerings

 

   

Concurrent underwritten offerings: $30 billion underwritten public offerings, consisting of: $15 billion in depositary shares representing mandatory convertible preferred stock; and $15 billion in Class A Common Stock and Class C Capital Stock; and

 

   

At-the-market offering: $40 billion at-the-market, or ATM, offering program for Class A Common Stock and Class C Capital Stock over time, expected to begin in Q3 2026.

Private Placement

In addition, Alphabet has reached an agreement to sell $10 billion of stock to Berkshire Hathaway Inc. in a private placement, comprised of $5 billion in Class A Common Stock at a price of $351.81 per share and $5 billion in Class C Capital Stock at a price of $348.20 per share.

This investment by Berkshire Hathaway adds to the position it has built since Q3 2025.

Use of Proceeds

Alphabet intends to use the net proceeds from the concurrent underwritten public offerings and the concurrent private placement for general corporate purposes, including capital expenditures to scale AI infrastructure and global compute. A portion of the net proceeds from the depositary share offerings, specifically, will be used to pay the cost of the related capped call transactions described below. Alphabet intends to use the net proceeds from the ATM program primarily to facilitate, for a period of time, an administrative change to how it meets tax obligations associated with vesting of employee equity awards. The company expects approximately $30 billion of ATM program proceeds will be used to meet these 2026 calendar year tax obligations. Any additional proceeds will be used for general corporate purposes.


Investing in a Balanced Way

AI is driving an expansionary moment for Alphabet. The company is experiencing strong demand for its AI solutions and services from enterprises and consumers, at levels that are exceeding the company’s available supply. By scaling its investments, the company seeks to expand its foundational infrastructure to support the significant growth opportunity ahead.

During its Q1 2026 earnings call, Alphabet announced that its 2026 capital expenditures are expected to be $180-$190 billion, and that it expects 2027 capital expenditures to significantly increase compared to 2026.

This equity offering is part of Alphabet’s plan to fund its investments in a balanced way while retaining a healthy balance sheet. Alphabet’s other sources of funding include:

 

   

Strong operating cash flow (over the 12 months ended March 31, 2026, Alphabet generated $174 billion of operating cash flow); and

 

   

Debt issuances (over the last year, Alphabet has raised over $85 billion of debt across six major currencies and markets, bringing its total debt balance to over $100 billion).

Alphabet’s AI Momentum

Alphabet’s planned investments will support its business momentum, including:

 

   

Overall: Alphabet revenue grew 22% year-over-year, to $110 billion, in Q1 2026.

 

   

Google Search & Other: Revenue grew 19% year-over-year in Q1 2026.

 

   

Google Cloud: Revenue grew 63% year-over-year in Q1 2026, with backlog nearly doubling quarter-over-quarter to more than $460 billion, with approximately 50% expected to be recognized as revenue over the next 24 months.

 

   

Google Subscriptions: Google reached 350 million paid subscriptions, with Q1 2026 representing the company’s strongest quarter ever for consumer AI plans.

 

   

Developers: Google now has over 8.5 million developers building new experiences with its models monthly and its first party model APIs are processing 19 billion tokens per minute, a 6x increase year-over-year.


Additional Transaction Details:

Underwritten Offerings

The $30 billion aggregate underwritten offerings consist of a total of $15 billion of Class A Common Stock and Class C Capital Stock, split evenly between the two classes, and a total of $15 billion of two series of depositary shares, split evenly between the two series. Each series of depositary shares will represent interests in a newly issued series of mandatory convertible preferred stock, and each series of mandatory convertible preferred stock will be mandatorily convertible after approximately three years into a variable number of shares of Class A Common Stock or Class C Capital Stock, depending on the series, based on the applicable conversion rate. Alphabet expects to grant to the underwriters of the Class A Common Stock and Class C Capital Stock offerings 30-day over-allotment options to purchase up to an aggregate total of $2.25 billion of additional shares, split evenly between Class A Common Stock and Class C Capital Stock. Alphabet also expects to grant the underwriters of its depositary share offerings over-allotment options to purchase up to an aggregate total of $2.25 billion of additional depositary shares, split evenly between the two series, within a 13-day period beginning on, and including, the date Alphabet first issues the depositary shares. Each of the proposed underwritten offerings, including the size and terms, is subject to market conditions and other factors. The underwritten depositary share offerings are not conditioned upon the underwritten stock offering or any sales under the ATM program, and the underwritten stock offering is not conditioned upon the underwritten depositary share offerings or any sales under the ATM program.

ATM Program

In addition to these underwritten offerings, Alphabet has entered into an equity distribution agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as managers in connection with a newly established ATM program, pursuant to which Alphabet may sell, from time to time through or to the manager, Class A Common Stock and Class C Capital Stock, up to a maximum aggregate offering amount of $40 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors. Sales under the ATM program are not conditioned upon the underwritten offerings.

The ATM program is intended primarily to facilitate, for a period of time, an administrative change in how Alphabet meets tax obligations associated with employee equity grants. This approach will mimic a “sell to cover” model: upon vesting of restricted stock units, shares will still be delivered to employees net of taxes, and the company will use corporate cash to settle taxes on behalf of employees. The company intends to issue stock for equivalent proceeds through its ATM program.

Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock

Each depositary share of each series that is offered in the public underwritten offering and the concurrent private placement will represent a 1/20th interest in a share of the corresponding series of preferred stock. The preferred stock is expected to have a liquidation preference of $1,000 per share. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the preferred stock of the corresponding series, including conversion, dividend, liquidation and voting rights, subject to the provisions of the applicable deposit agreement.


Unless earlier converted, each share of preferred stock will automatically convert, for settlement on or about May 15, 2029, into a variable number of shares of Class A Common Stock or Class C Capital Stock, depending on the series, based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of Class A Common Stock or Class C Capital Stock, depending on the series, equal to a proportionate fractional interest in such shares. The dividend rate, conversion terms and other terms of each series of preferred stock will be determined at the time of pricing of the offerings. Currently, there is no public market for the depositary shares or the preferred stock of either series. Alphabet intends to apply to list each series of the depositary shares on The Nasdaq Global Select Market under the symbols “GOOGM” and “GOOGN.”

Capped Call Transactions

In connection with the pricing of each offering of depositary shares representing mandatory convertible preferred stock, Alphabet expects to enter into privately negotiated capped call transactions with one or more option counterparties comprising one or more of the underwriters of the depositary share offerings and/or their respective affiliates and/or other financial institutions. The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Class A Common Stock and Class C Capital Stock underlying the preferred stock sold in the depositary share offerings, based on the respective minimum conversion rates of each series of the preferred stock. The capped call transactions are generally expected to reduce potential dilution to Alphabet’s Class A Common Stock or Class C Capital Stock, as applicable, upon conversion of the relevant series of preferred stock, with such reduction subject to a cap. If the underwriters of either series of depositary shares exercise their over-allotment option to purchase additional depositary shares, Alphabet expects to enter into additional capped call transactions with the relevant option counterparties.

Alphabet has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to the Class A Common Stock and the Class C Capital Stock concurrently with or shortly after the pricing of the depositary shares. These activities could increase (or reduce the size of any decrease in) the market price of the Class A Common Stock, the Class C Capital Stock or the depositary shares at that time. In addition, Alphabet has been advised that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into and/or unwinding various derivative transactions with respect to the Class A Common Stock or the Class C Capital Stock and/or by purchasing or selling the Class A Common Stock and/or Class C Capital Stock, and/or other securities of Alphabet in secondary market transactions following the pricing of the depositary


shares and prior to the mandatory conversion date of the relevant series of preferred stock (and are likely to do so during the final averaging period relating to the mandatory conversion of the relevant series of preferred stock and, to the extent Alphabet unwinds a corresponding portion of the capped call transactions in connection with an early conversion of the relevant series of preferred stock or repurchase of the relevant depositary shares, following any such early conversion or repurchase). This activity could also cause or avoid an increase or a decrease in the market price of the Class A Common Stock, the Class C Capital Stock or the depositary shares and could affect the value of the shares of Class A Common Stock or Class C Capital Stock, as applicable, that holders will receive upon conversion of the preferred stock and, to the extent the activity occurs during the final averaging period relating to the mandatory conversion of the preferred stock, it could also affect the number of shares of Class A Common Stock or Class C Capital Stock, as applicable, that holders will receive upon conversion.

Underwriters

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC are acting as joint book-running managers for the underwritten offerings.

Placement Agent

Goldman Sachs & Co. LLC is acting as placement agent in relation to the private placement.

Registration Statement and Prospectus

Alphabet has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Alphabet has filed with the SEC for more complete information about Alphabet, these offerings and the ATM program. Each concurrent offering and any sales of stock under the ATM program may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplements and accompanying prospectuses related to the concurrent offerings and of the prospectus supplement related to the ATM program can be obtained by visiting the SEC’s website at http://www.sec.gov or by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com.


This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor any securities issuable upon conversion of these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Alphabet Inc.

Alphabet is a collection of companies, the largest of which is Google. Larry Page and Sergey Brin founded Google in September 1998 and the company is headquartered in Mountain View, Calif. Billions of people use its wide range of popular products and platforms each day, like Search, Ads, Chrome, Cloud, YouTube and Android.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Examples of forward-looking statements include statements relating to the offerings of Class A Common Stock, Class C Capital Stock, preferred stock and depositary shares, the size and timing of these offerings, Alphabet’s ability to complete any or all of the concurrent offerings and the private placement and enter into the ATM Program on the anticipated timeline or at all, expected sales under the ATM Program, and the anticipated use of the net proceeds therefrom, the effect of AI on Alphabet’s business and related statements about Alphabet’s growth opportunities, the timing of recognizing Alphabet’s backlog as revenue, the amount and timing of Alphabet’s planned capital expenditures, the ability of Alphabet’s investments to support its business momentum, Alphabet’s ability to fund its capital expenditures while retaining a healthy balanced sheet, and the timing and extent of Alphabet’s use of the ATM program, as well as any other statement that does not directly relate to any historical or current fact. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Alphabet’s Annual Report on Form 10-K for the year ended December 31, 2025, and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which are on file with the SEC and are available on its investor relations website at http://abc.xyz/investor and on the SEC website at www.sec.gov. Additional information may be set forth in other reports and filings the Company makes with the SEC. All information provided in this press release is as of the date hereof. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. Alphabet undertakes no duty to update this information unless required by law.


Contact

Investor Relations: investor-relations@abc.xyz

Media: press@abc.xyz

Exhibit 99.2

Alphabet Announces Upsize and Pricing of $84.75 Billion Equity Capital Raise to Expand AI Infrastructure and Compute

Includes agreement by Berkshire Hathaway to invest $10 Billion in Alphabet in a private placement

MOUNTAIN VIEW, Calif. – June 2, 2026 – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced the pricing of its previously announced registered public offerings of Class A Common Stock, Class C Capital Stock and depositary shares representing interests in mandatory convertible preferred stock. The gross proceeds of these offerings, together with potential gross proceeds of Alphabet’s previously announced $40 billion at-the-market offering program for the sale of Class A Common Stock and Class C Capital Stock over time, and concurrent $10 billion private placement, represent a total equity raise of $84.75 billion. The equity capital raise was upsized from the previously announced total equity raise of $80 billion.

Alphabet priced concurrent underwritten public offerings of 25,459,689 shares of Class A Common Stock at a public offering price of $355.1982 per share, 25,459,689 shares of Class C Capital Stock at a public offering price of $351.8018 per share, 167,500,000 Series A depositary shares, each representing a 1/20th interest in a share of newly issued 6.25% Series A Mandatory Convertible Preferred Stock at a public offering price of $50 per share, and 167,500,000 Series B depositary shares, each representing a 1/20th interest in a share of newly issued 6.25% Series B Mandatory Convertible Preferred Stock at a public offering price of $50 per share. Alphabet has granted to the underwriters of the Class A Common Stock and Class C Capital Stock offerings 30-day over-allotment options to purchase up to 3,818,953 additional shares of Class A Common Stock and up to 3,818,953 additional shares of Class C Capital Stock. Alphabet has granted the underwriters of each of its depositary share offerings over-allotment options to purchase up to an aggregate total of 50,000,000 additional depositary shares, split evenly between the two series, within a 13-day period beginning on, and including, the date Alphabet first issues the depositary shares. The Class A Common Stock and Class C Capital Stock offering was upsized to $18 billion from the previously announced offering size of $15 billion. The depositary share offerings were upsized to $16.75 billion from the previously announced offering size of $15 billion.

The offering of Class A Common Stock and Class C Capital Stock is expected to close on June 4, 2026 and the offerings of depositary shares are expected to close on June 5, 2026, subject to customary closing conditions. Closing of the underwritten depositary share offerings are not conditioned upon the underwritten stock offering or any sales under the ATM program, and the underwritten stock offering is not conditioned upon the underwritten depositary share offerings or any sales under the ATM program, and sales under the ATM program are not conditioned upon the underwritten offerings. Sales under the ATM program are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.

The net proceeds from the offering of Class A Common Stock and Class C Capital Stock will be approximately $17.8 billion (assuming the underwriters of that offering do not exercise their over-allotment options to purchase additional shares), after deducting underwriting discounts and estimated offering expenses payable by Alphabet. The net proceeds from the offerings of depositary shares will be approximately $16.6 billion (assuming the underwriters of those offerings do not exercise their over-allotment options to purchase additional shares), after deducting underwriting discounts and estimated offering expenses payable by Alphabet. Alphabet intends to use the net proceeds from the concurrent underwritten offerings and the private placement for general corporate purposes, including capital expenditures to scale AI infrastructure and global compute. A portion of the net proceeds from the depositary share offerings will be used to pay the cost of the related capped call transactions described below. Alphabet intends to use the net proceeds of the ATM program, if any, primarily to facilitate, for a period of time, an administrative change in how Alphabet meets tax obligations associated with employee equity grants.

Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock

Each depositary share of each series will represent a 1/20th interest in a share of the corresponding series of preferred stock. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the preferred stock of the corresponding series, including conversion, dividend, liquidation and voting rights, subject to the provisions of the applicable deposit agreement. The shares of Series A Mandatory Convertible Preferred Stock will accumulate dividends at a rate per annum equal to 6.25% on the liquidation preference thereof, which is


$1,000 per share, payable in cash or, subject to certain limitations, by delivery of shares of Class A Common Stock or through any combination of cash and shares of Class A Common Stock, as determined by Alphabet’s board of directors (or an authorized committee thereof) in its sole discretion. Declared dividends on the Series A Mandatory Convertible Preferred Stock will be payable quarterly on February 15, May 15, August 15 and November 15 of each year to, and including, May 15, 2029, commencing on, and including, August 15, 2026. Unless earlier converted, each share of Series A Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the final averaging period into between 2.2520 and 2.8160 shares of Class A Common Stock (and, correspondingly, each Series A depositary share will automatically convert into between 0.1126 and 0.1408 shares of Class A Common Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Class A Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to May 15, 2029. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the offering), at any time prior to May 15, 2029, a holder of 20 Series A depositary shares may cause the bank depositary to convert one share of preferred stock of the corresponding series, on such holder’s behalf, into a number of shares of Class A Common Stock equal to the minimum conversion rate of 2.2520, subject to certain anti-dilution and other adjustments. The shares of Series B Mandatory Convertible Preferred Stock will accumulate dividends at a rate per annum equal to 6.25% on the liquidation preference thereof, which is $1,000 per share, payable in cash or, subject to certain limitations, by delivery of shares of Class C Capital Stock or through any combination of cash and shares of Class C Capital Stock, as determined by Alphabet’s board of directors (or an authorized committee thereof) in its sole discretion. Declared dividends on the Series B Mandatory Convertible Preferred Stock will be payable quarterly on February 15, May 15, August 15 and November 15 of each year to, and including, May 15, 2029, commencing on, and including, August 15, 2026. Unless earlier converted, each share of Series B Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the final averaging period into between 2.2740 and 2.8420 shares of Class C Capital Stock (and, correspondingly, each Series B depositary share will automatically convert into between 0.1137 and 0.1421 shares of Class C Capital Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Class C Capital Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to May 15, 2029. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the offering), at any time prior to May 15, 2029, a holder of 20 Series B depositary shares may cause the bank depositary to convert one share of preferred stock of the corresponding series, on such holder’s behalf, into a number of shares of Class C Capital Stock equal to the minimum conversion rate of 2.2740, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the depositary shares or the preferred stock of either series. Alphabet has applied to list each series of the depositary shares on The Nasdaq Global Select Market under the symbols “GOOGM” and “GOOGN.”

Capped Call Transactions

In connection with the pricing of each offering of depositary shares representing mandatory convertible preferred stock, Alphabet has entered into privately negotiated capped call transactions with one or more option counterparties comprising one or more of the underwriters of the depositary share offerings and/or their respective affiliates and/or other financial institutions. The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Class A Common Stock and Class C Capital Stock underlying the preferred stock sold in the depositary share offerings, based on the respective minimum conversion rates of each series of the preferred stock. The cap price of the capped call transactions relating to the depositary shares representing the Series A Mandatory Convertible Preferred Stock is initially $532.6704 per share of the Class A Common Stock, which represents a premium of approximately 50.0% over the public offering price of the Class A Common Stock in Alphabet’s concurrently priced registered public offering of Class A Common Stock. The cap price of the capped call transactions relating to the depositary shares representing the Series B Mandatory Convertible Preferred Stock is initially $527.7974 per share of the Class C Capital Stock, which represents a premium of approximately 50.0% over the public offering price of the Class C Capital Stock in Alphabet’s concurrently priced registered public offering of Class C Capital Stock. Each cap price will be subject to certain adjustments under the terms of the relevant capped call transactions. The capped call transactions are generally expected to reduce potential dilution to Alphabet’s Class A Common Stock or Class C Capital Stock, as applicable, upon conversion of the relevant series of preferred stock, with such reduction subject to a cap. If the underwriters of either series of depositary shares exercise their over-allotment option to purchase additional depositary shares, Alphabet expects to enter into additional capped call transactions with the relevant option counterparties.


Alphabet has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to the Class A Common Stock and the Class C Capital Stock concurrently with or shortly after the pricing of the depositary shares. These activities could increase (or reduce the size of any decrease in) the market price of the Class A Common Stock, the Class C Capital Stock or the depositary shares at that time. In addition, Alphabet has been advised that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into and/or unwinding various derivative transactions with respect to the Class A Common Stock or the Class C Capital Stock and/or by purchasing or selling the Class A Common Stock and/or Class C Capital Stock, and/or other securities of Alphabet in secondary market transactions following the pricing of the depositary shares and prior to the mandatory conversion date of the relevant series of preferred stock (and are likely to do so during the final averaging period relating to the mandatory conversion of the relevant series of preferred stock and, to the extent Alphabet unwinds a corresponding portion of the capped call transactions in connection with an early conversion of the relevant series of preferred stock or repurchase of the relevant depositary shares, following any such early conversion or repurchase). This activity could also cause or avoid an increase or a decrease in the market price of the Class A Common Stock, the Class C Capital Stock or the depositary shares and could affect the value of the shares of Class A Common Stock or Class C Capital Stock, as applicable, that holders will receive upon conversion of the preferred stock and, to the extent the activity occurs during the final averaging period relating to the mandatory conversion of the preferred stock, it could also affect the number of shares of Class A Common Stock or Class C Capital Stock, as applicable, that holders will receive upon conversion.

Underwriters

Goldman Sachs & Co. LLC, J.P. Morgan, and Morgan Stanley are acting as lead joint book-running managers for the underwritten Class A Common Stock and Class C Capital Stock offerings. BofA Securities, Citigroup, Deutsche Bank Securities, HSBC, Wells Fargo Securities, Barclays, BNP Paribas, BTIG, Credit Agricole CIB, Mizuho, RBC Capital Markets, Societe Generale and TD Securities are also acting as joint book-running managers. Academy Securities, BBVA, COMMERZBANK, ING, MUFG, Santander, Scotiabank, Bancroft Capital, Blaylock Van, LLC, Cabrera Capital Markets LLC, Guzman & Company, Loop Capital Markets, Mischler Financial Group, Inc., Siebert Williams Shank and Telsey Advisory Group are acting as co-managers.

Goldman Sachs & Co. LLC, J.P. Morgan, and Morgan Stanley are acting as lead joint book-running managers for the underwritten depositary shares offerings. BofA Securities, Citigroup, Deutsche Bank Securities, HSBC, Wells Fargo Securities, Barclays, BNP Paribas, BTIG, Credit Agricole CIB, Mizuho, RBC Capital Markets, Societe Generale and TD Securities are also acting as joint book-running managers. Academy Securities, BBVA, COMMERZBANK, ING, MUFG, NatWest, Santander, Scotiabank, Standard Chartered Bank, Bancroft Capital, Blaylock Van, LLC, Cabrera Capital Markets LLC, Guzman & Company, Loop Capital Markets, Mischler Financial Group, Inc., Siebert Williams Shank and Telsey Advisory Group are acting as co-managers.

Registration Statement and Prospectus

Alphabet has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Alphabet has filed with the SEC for more complete information about Alphabet, these offerings and the ATM program. Each concurrent offering and any sales of stock under the ATM program may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplements and accompanying prospectuses related to the concurrent offerings and of the prospectus supplement related to the ATM program can be obtained by visiting the SEC’s website at http://www.sec.gov or by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor any securities issuable upon conversion of these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.


About Alphabet Inc.

Alphabet is a collection of companies, the largest of which is Google. Larry Page and Sergey Brin founded Google in September 1998 and the company is headquartered in Mountain View, Calif. Billions of people use its wide range of popular products and platforms each day, like Search, Ads, Chrome, Cloud, YouTube and Android.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Examples of forward-looking statements include statements relating to the offerings of Class A Common Stock, Class C Capital Stock, preferred stock and depositary shares, expected sales under the ATM Program, and the anticipated use of the net proceeds therefrom, and the timing and extent of Alphabet’s use of the ATM program, as well as any other statement that does not directly relate to any historical or current fact. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Alphabet’s Annual Report on Form 10-K for the year ended December 31, 2025, and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which are on file with the SEC and are available on its investor relations website at http://abc.xyz/investor and on the SEC website at www.sec.gov. Additional information may be set forth in other reports and filings the Company makes with the SEC. All information provided in this press release is as of the date hereof. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. Alphabet undertakes no duty to update this information unless required by law.

Contact

Investor Relations:

investor-relations@abc.xyz

Media:

press@abc.xyz

FAQ

What is Alphabet (GOOG) raising through its new equity capital plan?

Alphabet plans an equity capital raise of up to $84.75 billion. This includes concurrent underwritten offerings, a $40 billion at-the-market program for Class A and C stock, and a $10 billion private placement with Berkshire Hathaway to support large AI investments.

How much will Alphabet (GOOG) receive from the underwritten common and depositary share offerings?

Alphabet expects net proceeds of about $17.8 billion from the Class A and Class C common stock offering and about $16.6 billion from the depositary share offerings. These figures assume underwriters do not exercise their over-allotment options for additional shares.

How will the $40 billion ATM program affect Alphabet (GOOG) shareholders?

The $40 billion ATM program permits Alphabet to sell Class A and C shares over time. The company intends to use proceeds primarily to meet tax obligations from employee equity vesting, effectively issuing stock rather than using additional cash, which could incrementally dilute existing shareholders.

What are the key terms of Alphabet’s mandatory convertible preferred stock?

Alphabet’s Series A and B Mandatory Convertible Preferred Stock, represented by depositary shares, carry a 6.25% annual dividend on a $1,000 liquidation preference and automatically convert by May 15, 2029 into variable numbers of Class A or Class C shares based on volume-weighted average prices.

What role does Berkshire Hathaway play in Alphabet’s equity raise?

An affiliate of Berkshire Hathaway agreed to buy $10 billion of Alphabet stock in a private placement, split between Class A and Class C shares at specified prices. Alphabet will also grant Berkshire Hathaway registration rights to facilitate potential future resale of these private placement shares.

Filing Exhibits & Attachments

9 documents