STOCK TITAN
  1. Home
  2. Sec-filings
  3. GOOGL
  4. [8-K] Alphabet Inc. Reports Material Event

Alphabet Inc. (GOOG) prices $25B multi-tranche U.S. dollar senior notes

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

Rhea-AI Filing Summary

Alphabet Inc. completed an underwritten public offering of $25 billion aggregate principal amount of U.S. dollar‑denominated senior notes under an effective shelf registration on Form S‑3. The notes were issued under an Indenture dated February 12, 2016 with The Bank of New York Mellon Trust Company, N.A. as trustee.

The offering includes floating rate notes due 2028 for $750 million and floating rate notes due 2029 for $500 million, alongside multiple fixed‑rate tranches: $1.25 billion 4.500% notes due 2028, $2.0 billion 4.625% notes due 2029, $3.5 billion 4.875% notes due 2031, $2.5 billion 5.200% notes due 2033, and $4.5 billion 5.450% notes due 2036. Longer‑dated tranches comprise $3.0 billion 6.250% notes due 2046, $4.5 billion 6.375% notes due 2056, and $2.5 billion 6.500% notes due 2066.

Positive

  • None.

Negative

  • None.

Filing Explained

Alphabet’s August 10 closing creates $25 billion of senior-note debt, not a common-share issuance; maturities run from 2028 to 2066.

On August 10, 2026, Alphabet reported that it closed the underwritten offering and issued the senior notes under its Form S-3 registration statement. The structural result is completed debt financing, with notes carrying stated interest terms and due dates from 2028 through 2066.

The securities are senior notes rather than additional common shares. Accordingly, the filing describes a debt obligation but does not report the share-count increase that would reduce existing holders’ percentage ownership.

In an underwritten offering, an investment bank buys and resells the securities, and fees reduce net proceeds below the gross principal amount. This filing states the $25 billion aggregate principal amount but does not disclose net proceeds or how the proceeds will be used.

The Form S-3 supplied the registration capacity for the sale; the August 10 filing records that this offering reached the closed-and-issued stage.

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.
Aggregate Principal Amount $25,000,000,000 Total U.S. dollar-denominated senior notes issued
Floating Rate Notes 2028 $750,000,000 Aggregate principal amount of floating rate notes due 2028
4.500% Notes 2028 $1,250,000,000 Aggregate principal amount of 4.500% notes due 2028
4.875% Notes 2031 $3,500,000,000 Aggregate principal amount of 4.875% notes due 2031
5.450% Notes 2036 $4,500,000,000 Aggregate principal amount of 5.450% notes due 2036
6.250% Notes 2046 $3,000,000,000 Aggregate principal amount of 6.250% notes due 2046
6.500% Notes 2066 $2,500,000,000 Aggregate principal amount of 6.500% notes due 2066
Indenture financial
"The Notes were issued pursuant to an Indenture dated as of February 12, 2016"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
floating rate notes financial
"consist of $750,000,000 aggregate principal amount of floating rate notes due 2028"
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
aggregate principal amount financial
"closed its underwritten public offering of $25 billion aggregate principal amount of U.S."
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Mandatory Convertible Preferred Stock financial
"Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A 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.
senior notes financial
"U.S. Dollar-Denominated Senior Notes Offering"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What did Alphabet Inc. (GOOG) announce in this 8-K?
Alphabet Inc. closed an underwritten public offering of $25 billion aggregate principal amount of U.S. dollar‑denominated senior notes. The offering spans multiple fixed and floating rate tranches with maturities from 2028 to 2066 under an existing Indenture.

How large is Alphabet’s new senior notes offering (GOOG)?
Alphabet issued $25 billion aggregate principal amount of U.S. dollar‑denominated senior notes. The size is split across ten separate tranches, including both floating‑rate and fixed‑rate notes with differing coupons and maturities from 2028 through 2066.

What maturities do Alphabet’s new senior notes (GOOG) have?
The new senior notes mature between 2028 and 2066. Tranches include notes due 2028, 2029, 2031, 2033, 2036, 2046, 2056, and 2066, giving Alphabet a laddered long‑term debt profile across short, intermediate, and very long‑dated maturities.

What coupon rates are on Alphabet’s fixed-rate notes in this deal (GOOG)?
Fixed‑rate tranches carry coupons of 4.500%, 4.625%, 4.875%, 5.200%, 5.450%, 6.250%, 6.375%, and 6.500%. These rates apply to different maturities from 2028 out to 2066 and represent Alphabet’s stated interest obligations.

Under what agreement were Alphabet’s new notes (GOOG) issued?
The notes were issued under an Indenture dated February 12, 2016 between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. This Indenture governs the terms, trustee relationship, and documentation referenced in the listed exhibits.

Which registration statement covers Alphabet’s new notes (GOOG)?
The offering was made pursuant to Alphabet’s registration statement on Form S‑3 (File No. 333‑296395). This shelf registration allows Alphabet to issue registered securities, including the senior notes described, under pre‑cleared offering documentation.
NASDAQ NASDAQ 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 NASDAQ 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 NASDAQ false 0001652044 0001652044 2026-08-10 2026-08-10 0001652044 us-gaap:CommonStockMember 2026-08-10 2026-08-10 0001652044 goog:CapitalClassCMember 2026-08-10 2026-08-10 0001652044 goog:DepositarySharesSeriesAMandatoryConvertiblePreferredStockMember 2026-08-10 2026-08-10 0001652044 goog:DepositarySharesSeriesBMandatoryConvertiblePreferredStockMember 2026-08-10 2026-08-10 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-08-10 2026-08-10 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-08-10 2026-08-10 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-08-10 2026-08-10 0001652044 goog:A3.200SeniorNotesDue2030Member 2026-08-10 2026-08-10 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-08-10 2026-08-10 0001652044 goog:A3.450SeniorNotesDue2032Member 2026-08-10 2026-08-10 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-08-10 2026-08-10 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-08-10 2026-08-10 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-08-10 2026-08-10 0001652044 goog:A3.625SeniorNotesDue2034Member 2026-08-10 2026-08-10 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-08-10 2026-08-10 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-08-10 2026-08-10 0001652044 goog:A4.100SeniorNotesDue2039Member 2026-08-10 2026-08-10 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-08-10 2026-08-10 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-08-10 2026-08-10 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-08-10 2026-08-10 0001652044 goog:A4.500SeniorNotesDue2045Member 2026-08-10 2026-08-10 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-08-10 2026-08-10 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-08-10 2026-08-10 0001652044 goog:A4.800SeniorNotesDue2063Member 2026-08-10 2026-08-10 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-08-10 2026-08-10 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-08-10 2026-08-10
 
 

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)

August 10, 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
none   none   (Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value   GOOG   Nasdaq Stock Market LLC
none   none   (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 8.01.

Other Events.

Alphabet Inc. U.S. Dollar-Denominated Senior Notes Offering

On August 10, 2026, Alphabet Inc. (“Alphabet”) closed its underwritten public offering of $25 billion aggregate principal amount of U.S. dollar-denominated senior notes (the “Notes”) pursuant to Alphabet’s registration statement on Form S-3 (File No. 333-296395). The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of February 12, 2016, between Alphabet and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Notes consist of $750,000,000 aggregate principal amount of floating rate notes due 2028, $1,250,000,000 aggregate principal amount of 4.500% notes due 2028, $500,000,000 aggregate principal amount of floating rate notes due 2029, $2,000,000,000 aggregate principal amount of 4.625% notes due 2029, $3,500,000,000 aggregate principal amount of 4.875% notes due 2031, $2,500,000,000 aggregate principal amount of 5.200% notes due 2033, $4,500,000,000 aggregate principal amount of 5.450% notes due 2036, $3,000,000,000 aggregate principal amount of 6.250% notes due 2046, $4,500,000,000 aggregate principal amount of 6.375% notes due 2056 and $2,500,000,000 aggregate principal amount of 6.500% notes due 2066.

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

Item 9.01.

Financial Statements and Exhibits.

(d)Exhibits

 

Exhibit
No.

   

Description

 4.1    Indenture, dated February 12, 2016, between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 of Alphabet Inc.’s Registration Statement on Form S-3 filed on February 12, 2016 (File No. 333-209510)
 4.2    Form of Global Note representing the Registrant’s floating rate notes due 2028
 4.3    Form of Global Note representing the Registrant’s 4.500% notes due 2028
 4.4    Form of Global Note representing the Registrant’s floating rate notes due 2029
 4.5    Form of Global Note representing the Registrant’s 4.625% notes due 2029
 4.6    Form of Global Note representing the Registrant’s 4.875% notes due 2031
 4.7    Form of Global Note representing the Registrant’s 5.200% notes due 2033
 4.8    Form of Global Note representing the Registrant’s 5.450% notes due 2036
 4.9    Form of Global Note representing the Registrant’s 6.250% notes due 2046
 4.10    Form of Global Note representing the Registrant’s 6.375% notes due 2056
 4.11    Form of Global Note representing the Registrant’s 6.500% notes due 2066
 5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to the Notes
23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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

 

      ALPHABET INC.

Date: August 10, 2026

      

/s/ Anat Ashkenazi

      Anat Ashkenazi
      Senior Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

15 documents

Other Documents