Alphabet Inc. (GOOGL) SEC Filings, Jan-Feb 2026

Alphabet Inc. is issuing multiple series of sterling-denominated senior unsecured notes under its shelf registration. The notes carry fixed annual interest, paid once a year, and mature on staggered future dates. Alphabet may redeem each series early at defined make-whole or par prices and can also redeem if U.S. tax law changes require it to pay additional withholding amounts.

The notes will rank equally with Alphabet’s other unsecured, unsubordinated debt but will be structurally subordinated to all liabilities of its subsidiaries, including lease obligations. Alphabet intends to apply to list each series on the Nasdaq Bond Exchange and expects trading to begin within about 30 days after issuance, though it is not obligated to maintain any listing.

All payments of interest and principal are intended to be made in sterling, and initial investors must fund purchases in sterling, exposing holders to foreign exchange and potential U.K. exchange-control risks. If sterling becomes unavailable for specified reasons, payments will instead be made in U.S. dollars based on published exchange rates. The notes will be settled in book-entry form through Clearstream and Euroclear, with minimum denominations of £100,000. Alphabet expects to use the net proceeds, together with concurrent offerings in other currencies, for general corporate purposes, which may include repaying outstanding debt.

Alphabet Inc. is issuing multiple series of senior unsecured notes under its shelf registration, described in this preliminary prospectus supplement to an existing base prospectus. The notes will pay fixed interest semi-annually and will mature on various future dates, with Alphabet able to redeem each series early at specified prices tied to U.S. Treasury yields and, after certain dates, at par.

The notes rank equally with Alphabet’s other unsecured, unsubordinated debt but are structurally subordinated to all existing and future obligations of its subsidiaries, including finance lease obligations of approximately $2.5 billion and significant future data center lease commitments of $58.475 billion as of December 31, 2025. The notes will not be listed on any securities exchange, and any trading market may be limited.

Alphabet expects to receive net proceeds, after underwriting discounts and expenses, and intends to use them for general corporate purposes, which may include repaying outstanding debt and funding alongside potential concurrent sterling and Swiss franc notes offerings documented separately. The document also highlights key risks, including subordination to secured and subsidiary debt, potential early redemption that could reduce investors’ returns, sensitivity of note prices to interest rates and credit ratings, and the possibility that an active trading market may not develop.

Alphabet Inc. Chief Executive Officer Sundar Pichai reported a large stock award vesting and related share activity. On February 6, 2026, 1,348,607 shares of Class C capital stock were issued at $0 per share upon maximum vesting of performance stock units granted on December 19, 2022. The award was tied to Alphabet’s total shareholder return of 203.65% over a three‑year period, ranking at the 92.86th percentile versus S&P 100 companies, which exceeded the 75th percentile maximum threshold.

On the same date, 676,955 Class C shares were withheld at $333.34 per share to satisfy tax obligations arising from the PSU vesting. Earlier, on February 4, 2026, Pichai executed a series of open‑market sales of Class C capital stock under a Rule 10b5‑1 trading plan, at weighted average prices ranging from $330.13 to $343.74 per share. After these transactions, he held 2,851,024 Class C shares and 227,560 Class A common shares directly.

Alphabet Inc. files its 2025 annual report describing a business built around Google Services, Google Cloud, and Other Bets, all increasingly driven by artificial intelligence. The company positions itself as an AI-first organization, using custom chips and massive infrastructure to power Search, YouTube, and cloud offerings.

Google Services still relies heavily on advertising, which generated more than 70% of 2025 revenues, while subscriptions, devices, and Google Play add diversification. Google Cloud focuses on AI-optimized infrastructure, data, security, and Gemini-based agents, and Other Bets such as Waymo and Isomorphic Labs pursue longer-term “moonshots.”

Alphabet highlights over $200 billion of research and development spending over the last five years, a global workforce of 190,820 employees as of December 31, 2025, and international revenues representing about 52% of 2025 consolidated revenues. Extensive risk disclosures cover AI, regulation, competition, privacy, security, supply chain, and shifting ad and technology markets.

Alphabet-related entities have filed to sell additional shares. A holder has notified intent to sell 4,000 shares of Alphabet Common Class C through Morgan Stanley Smith Barney, with an aggregate market value of $1,362,800 based on recent prices. The filing notes 5,407,000,000 Class C shares outstanding and an approximate sale date of February 4, 2026 on NASDAQ.

The 4,000 shares were acquired as restricted stock units on April 25, 2018. The notice also lists recent Rule 10b5-1 sales by the Pichai Family Foundation and Sundar Pichai over the prior three months, including multiple 4,000-share and 32,500-share transactions with proceeds generally around $1.2 million and $9–10 million per trade.

A shareholder named Sundar Pichai has filed a Form 144 notice to sell Common Class C shares. The filing covers a planned sale of 32,500 Common Class C shares through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value of 11,072,750 and an approximate sale date of 02/04/2026.

The shares to be sold were acquired as restricted stock units from the issuer on 03/25/2021 in the same 32,500 amount. The notice also lists multiple recent Rule 10b5-1 sales by Sundar Pichai and the Pichai Family Foundation over the past three months in similar Common Class C shares.

Alphabet Inc. VP and Chief Accounting Officer Amie Thuener O'Toole reported selling 933 shares of Alphabet Class C capital stock on 02/02/2026 at a weighted average price of $336.55 per share, with individual trade prices ranging from $336.55 to $337.55.

After this sale, she directly holds 9,916 shares of Class C capital stock and 8,940 shares of Class A common stock. She also holds Class C Google Stock Units that convert into Class C shares as they vest, with one grant covering 9,517 units and another 14,047 units, both subject to multi‑year monthly vesting starting March 25, 2025 and extending into 2027, conditioned on continued employment. The sale was executed under a Rule 10b5‑1 trading plan adopted on May 23, 2025.

Alphabet Inc. director Frances H. Arnold reported a sale of Class C Capital Stock. On January 29, 2026, she sold 102 shares of Alphabet Class C stock at $340 per share, and held 18,307 shares directly after the transaction.

Arnold also holds several grants of Class C Google Stock Units (GSUs), each generally converting into one share of Class C stock as they vest over time, subject to continued service. The transaction was effected under a Rule 10b5-1 trading plan adopted on August 21, 2025.

Alphabet Inc. insider Frances Arnold has filed a Form 144 notice to sell 102 shares of Alphabet Class C capital stock through Charles Schwab on NASDAQ. The shares have an aggregate market value of $34,680.00, with 5,407,000,000 Class C shares stated as outstanding.

The filing shows these 102 shares were acquired on 01/28/2026 via a restricted stock lapse as equity compensation from Alphabet Inc., with payment also dated 01/28/2026. Over the prior three months, Arnold reported three additional Alphabet share sales totaling 112, 102, and 102 shares, with gross proceeds of $32,682.00, $32,401.00, and $31,972.00, respectively.