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Alphabet (NASDAQ: GOOG) prices large 6.25% mandatory convertible preferred offerings

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

Rhea-AI Filing Summary

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.

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Insights

Alphabet adds mandatory convertible preferred equity with capped calls to manage dilution.

Alphabet has issued large Series A and Series B mandatory convertible preferred shares via depositary shares paying a 6.25% dividend on a $1,000 liquidation preference. Both series mandatorily convert into Class A or Class C equity around May 15, 2029, within preset share ranges.

The company also entered into capped call transactions with initial cap prices of $532.6704 for Class A and $527.7974 for Class C. These are expected to reduce equity dilution from future conversions, up to the cap levels, while leaving holders’ rights under the preferred and depositary shares unchanged.

Key mechanics include 6.25% dividend accumulation, quarterly payments beginning August 15, 2026, and priority in liquidation ahead of common stock. The structure embeds both income features and eventual equity conversion, affecting Alphabet’s future mix of debt, preferred, and common capital.

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 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Depositary Shares issued 167,500,000 shares Series A Depositary Shares Offering agreement
Series B Depositary Shares issued 167,500,000 shares Series B Depositary Shares Offering agreement
Over-allotment option per series 25,000,000 Depositary Shares Underwriters’ options, exercised in full
Dividend rate 6.25% per annum On $1,000 liquidation preference for each preferred series
Liquidation preference $1,000 per preferred share Series A and Series B Mandatory Convertible Preferred Stock
Series A capped call price $532.6704 per share Initial cap for Class A common stock in capped calls
Series B capped call price $527.7974 per share Initial cap for Class C capital stock in capped calls
Mandatory conversion window Series A 2.2520–2.8160 shares Class A shares per preferred share on or about May 15, 2029
Mandatory Convertible Preferred Stock financial
"6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share"
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.
Depositary Shares financial
"167,500,000 series A depositary shares (the “Series A Depositary Shares”)"
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.
Capped Call Transactions financial
"Alphabet entered into privately negotiated capped call transactions (the “Capped Call Transactions”)"
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.
Certificate of Designations regulatory
"Alphabet filed a certificate of designations (each, a “Certificate of Designations”)"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
liquidation preference financial
"liquidation preference $1,000.00 per share, par value $0.001 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
fundamental change conversion period financial
"Other than during a fundamental change conversion period (as defined in each Certificate of Designations)"
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Understanding 8-K Material Events →
Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per --12-31 false 0001652044 0001652044 2026-06-05 2026-06-05 0001652044 us-gaap:CommonClassAMember 2026-06-05 2026-06-05 0001652044 goog:CapitalClassCMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesAMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-06-05 2026-06-05 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 us-gaap:SeniorNotesMember 2026-06-05 2026-06-05 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-06-05 2026-06-05 0001652044 goog:A3.450SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-06-05 2026-06-05 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-06-05 2026-06-05 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-06-05 2026-06-05 0001652044 goog:A4.100SeniorNotesDue2039Member 2026-06-05 2026-06-05 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-06-05 2026-06-05 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.500PercentSeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-06-05 2026-06-05 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-06-05 2026-06-05 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-06-05 2026-06-05 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-06-05 2026-06-05
 
 

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 5, 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)
Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per share   GOOGM   Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per share   GOOGN   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 2063   —   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.

Mandatory Convertible Preferred Stock Offering 

On June 2, 2026, Alphabet Inc. (“Alphabet” or 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 of the respective underwriters under such agreement, pursuant to which Alphabet agreed to issue and sell (1) 167,500,000 series A depositary shares (the “Series A Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series A Preferred Stock” and such offering, the “Series A Depositary Shares Offering”) and (2) 167,500,000 series B depositary shares (the “Series B Depositary Shares” and together with the Series A Depositary Shares, the “Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock” and such offering, the “Series B Depositary Shares Offering” and together with the Series A Depositary Shares Offering, the “Depositary Shares Offerings”).

Pursuant to the Underwriting Agreement, Alphabet granted the respective Underwriters of each Depositary Shares Offering an option to purchase up to an additional 25,000,000 Depositary Shares of such series within a 13-day period beginning on, and including, the date Alphabet first issues the Depositary Shares, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in full.

The Depositary Shares Offerings each closed on June 5, 2026. Validity opinions issued by Alphabet’s counsel with respect to the Depositary Shares of each series sold in the respective Depositary Shares Offerings and the Preferred Stock of each series underlying such Depositary Shares are filed as Exhibits 5.1 and 5.2 hereto.

The Depositary Shares Offerings were made pursuant to a shelf registration statement on Form S-3 (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (Registration No. 333-296395), a base prospectus, dated June 1, 2026, included as part of the Registration Statement, and a prospectus supplement for each series, each dated June 2, 2026.

In connection with each Depositary Shares Offering, Alphabet filed a certificate of designations (each, a “Certificate of Designations”) with the Secretary of State of the State of Delaware, including the form of certificate for the corresponding series of Preferred Stock (each a “Form of Certificate”), to establish the preferences, limitations, and relative rights of such series of the Preferred Stock. Each Certificate of Designations became effective upon filing.

In connection with each Depositary Shares Offering, Alphabet entered into a deposit agreement (each, a “Deposit Agreement”), each dated June 5, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and the holders from time to time of the related series of depositary receipts (the “Depositary Receipts”), a form of which is included therein (each, a “Form of Depositary Receipt”).

Each Deposit Agreement provides for the deposit of shares of the relevant series of Preferred Stock from time to time with the Depositary and for the issuance of Depositary Receipts evidencing Depositary Shares of the relevant series in respect of the deposited Preferred Stock.

The foregoing descriptions of the terms of the Underwriting Agreement are qualified in their entirety by reference to the Form of Underwriting Agreement (Preferred Stock) a copy of which is filed as Exhibit 1.3 to the Registration Statement and is incorporated herein by reference. The foregoing descriptions of the terms of the respective Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt are qualified in their entirety by reference to the Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt, which are filed as Exhibits 3.1, 3.2, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, hereto and incorporated herein by reference.

Capped Call Transactions

On June 2, 2026, in connection with the pricing of the respective Depositary Shares Offerings, and on June 3, 2026 in connection with the Underwriters’ exercise of the over-allotment options to purchase additional Depositary Shares, Alphabet entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with one or more of the underwriters or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The Capped Call Transactions entered into in connection with the Series A Depositary Shares Offering (the

“Series A Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”), underlying the Series A Preferred Stock, based on the minimum conversion rate of the Series A Preferred Stock. The Capped Call Transactions entered into in connection with the Series B Depositary Shares Offering (the “Series B Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class C capital stock, par value $0.001 per share, of the Company (the “Class C Capital Stock”), underlying the Series B Preferred Stock, based on the minimum conversion rate of the Series B Preferred Stock. Subject to Alphabet’s right to elect cash settlement, the Capped Call Transactions are generally expected to reduce potential dilution to the Class A Common Stock or Class C Capital Stock, as applicable, upon any conversion of the Preferred Stock of the relevant series, with such reduction subject to a cap. The cap price of the Series A Capped Calls will initially be $532.6704 per share of Class A Common Stock, and the cap price of the Series B Capped Calls will initially be $527.7974 per share of Class C Capital Stock in each case, subject to certain adjustments under the terms of the relevant Capped Call Transactions.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of either Depositary Shares Offering and will not change the holders’ rights under the Depositary Shares of either series. Holders of the Depositary Shares will not have any rights with respect to the Capped Call Transactions.

The foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the forms of capped call transaction confirmation relating to the Series A Capped Calls and the Series B Capped Calls attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On June 4, 2026, the Company filed the Certificates of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the respective series of Preferred Stock. The Certificates of Designations became effective upon filing.

Subject to certain exceptions, under the terms of each series of Preferred Stock, so long as any share of Preferred Stock of such series remains outstanding, no dividend or distribution may be declared or paid on the Class A Common Stock, Class C Capital Stock or any other shares of junior stock, and no Class A Common Stock, Class C Capital Stock, or other junior stock or parity stock may be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of the Class A Common Stock or Class C Capital Stock, as the case may be, has been set apart for the payment of such dividends upon, all outstanding shares of Preferred Stock of the relevant series.

Holders of the Depositary Shares of each series 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. Each series of the Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of the Company’s Class A Common Stock or Class C Capital Stock, as applicable or in any combination of cash and shares) (1) at a rate per annum equal to 6.25% on the liquidation preference thereof, with respect to the Series A Depositary Shares and (2) at a rate per annum equal to 6.25% on the liquidation preference thereof, with respect to the Series B Depositary Shares. The liquidation preference of each series of Preferred Stock is $1,000 per share. Dividends on each series of Preferred Stock will be payable when, as and if declared by the Company’s board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2026 and ending on, and including, May 15, 2029. Unless earlier converted, each outstanding share of Series A Preferred Stock will automatically convert for settlement on or about May 15, 2029, 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 average 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. Unless earlier converted, each outstanding share of Series B Preferred Stock will automatically convert for settlement on or about May 15, 2029, 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 average 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 each Certificate of Designations), at any time prior to the mandatory conversion settlement date, a holder of 20 Series A Depositary Shares or 20 Series B Depositary Shares may cause the Depositary to convert one share of Preferred Stock of the applicable 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, in the case of Series A Depositary Shares, or 2.2740, in the case of Series B Depositary Shares, subject to certain anti-dilution and other adjustments.

In addition, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of Preferred Stock of either series will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Preferred Stock, plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the Company’s assets available for distribution to the Company’s shareholders, after satisfaction of liabilities to the Company’s creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock, including the Class A Common Stock and Class C Capital Stock.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

 

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

 

Exhibit
No.

   

Description

1.1    Form of Underwriting Agreement (Preferred Stock) (incorporated by reference to Exhibit 1.3 to Alphabet Inc’s Registration statement on Form S-3; File No: 333-296395)
3.1    Certificate of Designations for the 6.25% Series A Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026
3.2    Certificate of Designations for the 6.25% Series B Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026
4.1    Form of Certificate for the 6.25% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1)
4.2    Form of Certificate for the 6.25% Series B Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.2)
4.3    Deposit Agreement for the Series A Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary
4.4    Deposit Agreement for the Series B Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary
4.5    Form of Depositary Receipt for the Series A Depositary Shares (included as Exhibit A to Exhibit 4.3)
4.6    Form of Depositary Receipt for the Series B Depositary Shares (included as Exhibit A to Exhibit 4.4)
5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP for the Series A Depositary Shares
5.2    Opinion of Cleary Gottlieb Steen & Hamilton LLP for the Series B Depositary Shares
10.1    Form of Series A Capped Call Transaction Confirmation
10.2    Form of Series B Capped Call Transaction Confirmation
23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP for the Series A Depositary Shares (included in Exhibit 5.1)
23.2    Consent of Cleary Gottlieb Steen & Hamilton LLP for the Series B Depositary Shares (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.

 

      ALPHABET INC.
Date: June 5, 2026      

/s/ Anat Ashkenazi

      Anat Ashkenazi
      Senior Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What preferred stock did Alphabet (GOOG) issue in this 8-K filing?

Alphabet issued 6.25% Series A and Series B Mandatory Convertible Preferred Stock through depositary share offerings. Each preferred share has a $1,000 liquidation preference and pays 6.25% annual dividends, with the two series ultimately converting into Class A or Class C equity, respectively.

How many Alphabet (GOOG) depositary shares were sold in the Series A and B offerings?

Alphabet agreed to issue and sell 167,500,000 Series A Depositary Shares and 167,500,000 Series B Depositary Shares. Underwriters exercised options to purchase an additional 25,000,000 Depositary Shares of each series, increasing the total number of depositary shares sold in both offerings.

When will Alphabet’s new mandatory convertible preferred stock convert into common shares?

Unless converted earlier, each Series A and Series B preferred share will automatically convert for settlement on or about May 15, 2029. Conversion uses specified share ranges based on average volume-weighted prices over a 20-day trading period preceding that settlement date.

What are the dividend terms on Alphabet’s new preferred stock series?

Each series of Alphabet’s preferred stock carries a 6.25% annual dividend on its $1,000 liquidation preference. Dividends may be paid in cash, stock, or a combination, and are scheduled on February 15, May 15, August 15, and November 15, beginning August 15, 2026.

How do Alphabet’s capped call transactions relate to the preferred stock offerings?

Alphabet entered capped call transactions tied to the preferred stock’s underlying Class A and Class C shares. These are expected to reduce potential dilution upon conversion, up to initial cap prices of $532.6704 and $527.7974 per share, respectively, subject to customary anti-dilution adjustments.

What liquidation rights do holders of Alphabet’s new preferred stock have?

In a liquidation, winding-up, or dissolution, each preferred share entitles its holder to receive $1,000 plus accumulated and unpaid dividends. This payment comes out of Alphabet’s available assets after creditor and senior stock claims but before any distribution to junior stock, including Class A and Class C shares.

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