GOOG 8-K: Smart Summary

Alphabet Inc. entered into three equity capital raise agreements on or around June 1–2, 2026: (1) an Equity Distribution Agreement for an up to $40B at-the-market offering program, (2) an Underwriting Agreement for a registered public offering of Class A Common Stock and Class C Capital Stock priced at approximately $18B, and (3) a Securities Purchase Agreement with a Berkshire Hathaway affiliate for a $10B private placement, together representing part of a total equity raise of $84.8B intended to fund AI infrastructure and compute.

• Equity Distribution Agreement (ATM Program) — Alphabet Inc. with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as Managers; effective June 1, 2026; authorizes the Company to offer and sell, from time to time in its sole discretion, up to $40,000,000,000 of Class A Common Stock and Class C Capital Stock through an at-the-market offering program; sales not expected to commence until Q3 2026; terminable by the Company or any Manager at any time upon written notice; up to 80,000,000 shares of each class registered under Form S-3 (No. 333-296395)
• Underwriting Agreement (Stock Offering) — Alphabet Inc. with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as Representatives of the Underwriters; entered into June 2, 2026; Company agreed to issue and sell 25,459,689 shares of Class A Common Stock at $355.1982 per share and 25,459,689 shares of Class C Capital Stock at $351.8018 per share; Company granted Underwriters 30-day options to purchase up to 3,818,953 additional shares of each class to cover over-allotments; Underwriters exercised each option in full on June 3, 2026; offering expected to close June 4, 2026
• Securities Purchase Agreement (Private Placement) — Alphabet Inc. with an affiliate of Berkshire Hathaway Inc.; entered into June 1, 2026; sale of 14,212,035 shares of Class A Common Stock at approximately $351.81 per share and 14,359,656 shares of Class C Capital Stock at approximately $348.20 per share for gross proceeds of $10B; issued pursuant to Section 4(a)(2) exemption as a transaction not involving a public offering; accompanied by a registration rights letter agreement obligating the Company to file a registration statement to register the resale of the Private Placement Shares

• Stock Offering closing conditions — Offering expected to close June 4, 2026, subject to customary closing conditions including accuracy of representations and warranties, no stop order, delivery of legal opinions from Company counsel and Managers' counsel, comfort letters from Ernst & Young LLP, officer certificate, and listing on Nasdaq
• Over-allotment option — 30-day options granted to Underwriters to purchase up to 3,818,953 additional shares of each class; Underwriters exercised each option in full on June 3, 2026
• Depositary Share Offering closing — Expected to close June 5, 2026, subject to customary closing conditions; Underwriters of Depositary Shares simultaneously exercised in full their options to acquire 50,000,000 additional depositary shares on June 3, 2026
• ATM Program commencement — Sales not expected to commence until Q3 2026, subject to market conditions and other factors; sales under ATM program are not conditioned upon the underwritten offerings
• Managers' obligations under ATM Agreement — Subject to continuing accuracy of representations and warranties, no stop order, timely filing of prospectus supplements, delivery of opinions and comfort letters on each Representation Date, no material adverse change, FINRA no objection, and Shares listed and admitted for trading on Nasdaq
• Private Placement registration rights — Company agreed to file a registration statement with the SEC to register the resale of the Private Placement Shares; no specific timeline stated in the filing

• ATM Program maximum aggregate offering size — Up to $40,000,000,000 of Class A Common Stock and Class C Capital Stock; Manager commission up to 0.5% of gross offering proceeds; Company to reimburse Managers for certain specified expenses
• Underwritten Stock Offering gross proceeds — 25,459,689 shares of Class A Common Stock at $355.1982 per share and 25,459,689 shares of Class C Capital Stock at $351.8018 per share; offering upsized to $18B from previously announced $15B; net proceeds approximately $17.8B (assuming no exercise of over-allotment options), after deducting underwriting discounts and estimated offering expenses
• Over-allotment exercise — Underwriters exercised in full options to purchase 3,818,953 additional shares of Class A Common Stock and 3,818,953 additional shares of Class C Capital Stock on June 3, 2026; total shares sold in Stock Offering (including over-allotment) 29,278,642 of each class
• Private Placement gross proceeds — $10B; comprised of approximately $5B in Class A Common Stock at $351.81 per share and approximately $5B in Class C Capital Stock at $348.20 per share
• Total equity raise — $84.8B, including $40B ATM program, $18B underwritten stock offering (upsized), $16.8B underwritten depositary share offerings (upsized from $15B), and $10B private placement
• Use of proceeds — Net proceeds from underwritten offerings and private placement for general corporate purposes including capital expenditures to scale AI infrastructure and global compute; net proceeds from ATM program primarily to facilitate administrative change in how Alphabet meets tax obligations associated with employee equity grants; approximately $30B of ATM program proceeds expected to be used to meet 2026 calendar year tax obligations

• The Item 7.01 disclosure furnishes two press releases (Exhibits 99.1 and 99.2) related to the announcement of the launch (June 1, 2026) and pricing (June 2, 2026) of Alphabet's equity offerings; a separate Depositary Share Offering expected to close June 5, 2026 will be described in a subsequent Form 8-K.
• Total equity raise was upsized to $84.8B from the originally announced $80B, comprising: (1) a $40B ATM offering program for Class A Common Stock and Class C Capital Stock; (2) an underwritten public offering of Class A Common Stock and Class C Capital Stock upsized to $18B from $15B; (3) an underwritten depositary share offering upsized to $16.8B from $15B; and (4) a $10B private placement with Berkshire Hathaway.
• Stock Offering pricing (June 2, 2026): 25,459,689 shares of Class A Common Stock priced at $355.1982 per share and 25,459,689 shares of Class C Capital Stock priced at $351.8018 per share; Underwriters were granted 30-day over-allotment options for up to 3,818,953 additional shares of each class, which were exercised in full on June 3, 2026; stock offering expected to close June 4, 2026.
• Net proceeds from the Class A Common Stock and Class C Capital Stock offering are approximately $17.8B (assuming no exercise of over-allotment options), after deducting underwriting discounts and estimated offering expenses; net proceeds from the depositary share offerings are approximately $16.6B (assuming no exercise of over-allotment options).
• Private placement: On June 1, 2026, Alphabet entered into a securities purchase agreement with an affiliate of Berkshire Hathaway Inc. for the sale of 14,212,035 shares of Class A Common Stock at approximately $351.81 per share and 14,359,656 shares of Class C Capital Stock at approximately $348.20 per share, for gross proceeds of $10B; shares issued in reliance on Section 4(a)(2) of the Securities Act; Alphabet agreed to register the resale of the private placement shares.
• Depositary share offerings: 167,500,000 Series A depositary shares (each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock) and 167,500,000 Series B depositary shares (each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock), each priced at $50 per share; liquidation preference of $1,000 per underlying preferred share; mandatory conversion on or about May 15, 2029; Series A converts into between 2.2520 and 2.8160 shares of Class A Common Stock; Series B converts into between 2.2740 and 2.8420 shares of Class C Capital Stock; Alphabet applied to list depositary shares on Nasdaq under symbols 'GOOGM' and 'GOOGN'.
• ATM offering program: Alphabet entered into an Equity Distribution Agreement on June 1, 2026 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC for up to $40B (up to 80,000,000 shares each of Class A Common Stock and Class C Capital Stock); manager compensation is up to 0.5% of gross offering proceeds; sales not expected to commence until Q3 2026; program intended primarily to facilitate an administrative change in how Alphabet meets tax obligations associated with employee equity grants, with approximately $30B of ATM proceeds expected to be used to meet 2026 calendar year tax obligations.
• Capped call transactions were entered into in connection with the depositary share offerings; cap price for Series A capped calls is initially $532.6704 per share of Class A Common Stock (approximately 50.0% premium over the $355.1982 Class A public offering price); cap price for Series B capped calls is initially $527.7974 per share of Class C Capital Stock (approximately 50.0% premium over the $351.8018 Class C public offering price); transactions are designed to reduce potential dilution upon conversion of preferred stock, subject to a cap.
• Use of proceeds: Net proceeds from underwritten offerings and private placement intended for general corporate purposes including capital expenditures to scale AI infrastructure and global compute; Alphabet's 2026 capital expenditures are expected to be $180–$190B with 2027 capital expenditures expected to significantly increase; over the 12 months ended March 31, 2026, Alphabet generated $174B of operating cash flow and has raised over $85B of debt over the last year with total debt balance over $100B.
• Business metrics cited in press releases: Alphabet revenue grew 22% year-over-year to $110B in Q1 2026; Google Search & Other revenue grew 19% year-over-year; Google Cloud revenue grew 63% year-over-year with backlog nearly doubling quarter-over-quarter to more than $460B; Google reached 350 million paid subscriptions; over 8.5 million developers building with its models monthly; first party model APIs processing 19 billion tokens per minute, a 6x increase year-over-year.

• Public Stock Offering (underwritten): 25,459,689 shares of Class A Common Stock at $355.1982 per share and 25,459,689 shares of Class C Capital Stock at $351.8018 per share, pursuant to an Underwriting Agreement dated June 2, 2026 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as representatives.
• Over-allotment options granted to Underwriters: 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; both options were exercised in full on June 3, 2026.
• Simultaneously, underwriters of the Depositary Shares Offering exercised in full their options to acquire 50,000,000 additional depositary shares.
• Private Placement to Berkshire Hathaway affiliate (dated June 1, 2026): 14,212,035 shares of Class A Common Stock at approximately $351.81 per share and 14,359,656 shares of Class C Capital Stock at approximately $348.20 per share, for gross proceeds of $10B; issued in reliance on Section 4(a)(2) of the Securities Act of 1933.
• In connection with the private placement, the Company entered into a registration rights letter agreement with Berkshire Hathaway to file a registration statement with the SEC to register the resale of the Private Placement Shares.
• ATM offering program: up to 80,000,000 shares of Class A Common Stock and up to 80,000,000 shares of Class C Capital Stock registered under Form S-3 (No. 333-296395), with a maximum aggregate offering price of up to $40,000,000,000; Equity Distribution Agreement dated June 1, 2026.