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Alphabet closes €6B euro-denominated note offering

The seven note tranches have stated maturities from 2028 through 2045, with fixed coupons from 3.700% to 5.250% alongside floating-rate notes.

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Form Type
8-K

Rhea-AI Filing Summary

Alphabet Inc. closed an underwritten public offering of €6 billion aggregate principal amount of euro-denominated senior notes on November 5, 2026. The notes comprise €750 million of floating rate notes due 2028; €750 million of 3.700% notes due 2028; €1.25 billion of 4.050% notes due 2030; and €750 million each of 4.250% notes due 2032, 4.500% notes due 2035, and 4.875% notes due 2039.

The final tranche is €1 billion of 5.250% notes due 2045. The notes were issued under an indenture dated February 12, 2016, between Alphabet and The Bank of New York Mellon Trust Company, N.A., as trustee.

Filing Explained

The completed issue is borrowed funding: Alphabet has issued €6 billion of senior notes with stated interest terms and principal due dates across maturities from 2028 through 2045.

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, or exhibit attachments filed with this report.
Aggregate principal amount €6 billion Seven euro-denominated senior note tranches
Floating rate notes due 2028 €750 million Aggregate principal amount
3.700% notes due 2028 €750 million Aggregate principal amount
4.050% notes due 2030 €1.25 billion Aggregate principal amount
4.250% notes due 2032 €750 million Aggregate principal amount
4.500% notes due 2035 €750 million Aggregate principal amount
4.875% notes due 2039 €750 million Aggregate principal amount
5.250% notes due 2045 €1 billion Aggregate principal amount
underwritten public offering financial
"closed its underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
aggregate principal amount financial
"€6 billion aggregate principal amount"
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.
floating rate notes financial
"€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.
Indenture technical
"issued pursuant to an Indenture"
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.
trustee financial
"The Bank of New York Mellon Trust Company, N.A., as trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the principal amount of Alphabet's GOOG euro note offering?

Alphabet's euro-denominated senior note offering had €6 billion aggregate principal amount.

What notes did Alphabet issue in its GOOG euro-denominated offering?

The offering included €750 million of floating rate notes due 2028; €750 million of 3.700% notes due 2028; €1.25 billion of 4.050% notes due 2030; €750 million each of 4.250% notes due 2032, 4.500% notes due 2035, and 4.875% notes due 2039; and €1 billion of 5.250% notes due 2045.

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

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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 2026-11-05 2026-11-05 0001652044 us-gaap:CommonStockMember 2026-11-05 2026-11-05 0001652044 goog:CapitalClassCMember 2026-11-05 2026-11-05 0001652044 goog:DepositarySharesSeriesAMandatoryConvertiblePreferredStockMember 2026-11-05 2026-11-05 0001652044 goog:DepositarySharesSeriesBMandatoryConvertiblePreferredStockMember 2026-11-05 2026-11-05 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-11-05 2026-11-05 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-11-05 2026-11-05 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-11-05 2026-11-05 0001652044 goog:A3.200SeniorNotesDue2030Member 2026-11-05 2026-11-05 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-11-05 2026-11-05 0001652044 goog:A3.450SeniorNotesDue2032Member 2026-11-05 2026-11-05 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-11-05 2026-11-05 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-11-05 2026-11-05 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-11-05 2026-11-05 0001652044 goog:A3.625SeniorNotesDue2034Member 2026-11-05 2026-11-05 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-11-05 2026-11-05 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-11-05 2026-11-05 0001652044 goog:A4.100SeniorNotesDue2039Member 2026-11-05 2026-11-05 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-11-05 2026-11-05 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-11-05 2026-11-05 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-11-05 2026-11-05 0001652044 goog:A4.500SeniorNotesDue2045Member 2026-11-05 2026-11-05 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-11-05 2026-11-05 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-11-05 2026-11-05 0001652044 goog:A4.800SeniorNotesDue2063Member 2026-11-05 2026-11-05 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-11-05 2026-11-05 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-11-05 2026-11-05
 
 

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)

November 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
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. Euro-Denominated Senior Notes Offering

On November 5, 2026, Alphabet Inc. (“Alphabet”) closed its underwritten public offering of €6 billion aggregate principal amount of euro-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, €750,000,000 aggregate principal amount of 3.700% notes due 2028, €1,250,000,000 aggregate principal amount of 4.050% notes due 2030, €750,000,000 aggregate principal amount of 4.250% notes due 2032, €750,000,000 aggregate principal amount of 4.500% notes due 2035, €750,000,000 aggregate principal amount of 4.875% notes due 2039 and €1,000,000,000 aggregate principal amount of 5.250% notes due 2045.

The foregoing description of the Indenture is qualified in its entirety by reference to the terms of such agreement, which is filed hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing descriptions of the Notes are qualified in their entirety by reference to the full text of the respective forms of the Notes filed as Exhibits 4.2–4.8 hereto, each of which 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 3.700% notes due 2028
 4.4    Form of Global Note representing the Registrant’s 4.050% notes due 2030
 4.5    Form of Global Note representing the Registrant’s 4.250% notes due 2032
 4.6    Form of Global Note representing the Registrant’s 4.500% notes due 2035
 4.7    Form of Global Note representing the Registrant’s 4.875% notes due 2039
 4.8    Form of Global Note representing the Registrant’s 5.250% notes due 2045
 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: November 5, 2026

     

/s/ Anat Ashkenazi

      Anat Ashkenazi
      Senior Vice President, Chief Financial Officer

Filing Exhibits & Attachments

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