GOOG 8-K: Smart Summary

On June 2, 2026, Alphabet Inc. entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC to issue and sell two series of 6.25% Mandatory Convertible Preferred Stock via depositary shares (192,500,000 Series A and 192,500,000 Series B, including full exercise of overallotment options), with both offerings closing June 5, 2026. Concurrently, Alphabet entered into capped call transactions with certain underwriters or their affiliates to reduce potential dilution upon conversion of the Preferred Stock.

• Underwriting Agreement — Alphabet Inc. (issuer) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as representatives; dated June 2, 2026; covers issuance and sale of 167,500,000 Series A Depositary Shares and 167,500,000 Series B Depositary Shares (each series representing a 1/20th interest in a share of 6.25% Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share), plus over-allotment option of up to 25,000,000 additional shares of each series exercised in full on June 3, 2026; offering closed June 5, 2026
• Deposit Agreement (Series A) — Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A. (jointly as Depositary), and holders of depositary receipts; dated June 5, 2026; provides for deposit of Series A Mandatory Convertible Preferred Stock and issuance of Series A Depositary Shares evidenced by depositary receipts; aggregate Series A Depositary Shares initially limited to 192,500,000
• Deposit Agreement (Series B) — Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A. (jointly as Depositary), and holders of depositary receipts; dated June 5, 2026; provides for deposit of Series B Mandatory Convertible Preferred Stock and issuance of Series B Depositary Shares evidenced by depositary receipts; aggregate Series B Depositary Shares initially limited to 192,500,000
• Certificate of Designations (Series A) — Alphabet Inc.; filed with the Secretary of State of the State of Delaware; effective June 4, 2026; establishes 9,625,000 shares of 6.25% Series A Mandatory Convertible Preferred Stock; mandatory conversion settlement on or about May 15, 2029 into between 2.2520 and 2.8160 shares of Class A Common Stock per preferred share
• Certificate of Designations (Series B) — Alphabet Inc.; filed with the Secretary of State of the State of Delaware; effective June 4, 2026; establishes 9,625,000 shares of 6.25% Series B Mandatory Convertible Preferred Stock; mandatory conversion settlement on or about May 15, 2029 into between 2.2740 and 2.8420 shares of Class C Capital Stock per preferred share
• Series A Capped Call Transactions — Alphabet Inc. (buyer) and one or more underwriters or their affiliates and/or other financial institutions (Option Counterparties); entered into June 2, 2026 (base) and June 3, 2026 (additional, upon full exercise of overallotment); cover shares of Class A Common Stock underlying Series A Preferred Stock based on minimum conversion rate; cap price initially $532.6704 per share of Class A Common Stock; final termination date June 12, 2029
• Series B Capped Call Transactions — Alphabet Inc. (buyer) and one or more underwriters or their affiliates and/or other financial institutions (Option Counterparties); entered into June 2, 2026 (base) and June 3, 2026 (additional, upon full exercise of overallotment); cover shares of Class C Capital Stock underlying Series B Preferred Stock based on minimum conversion rate; cap price initially $527.7974 per share of Class C Capital Stock; final termination date June 12, 2029

• Certificate of Designations — 6.25% Series A Mandatory Convertible Preferred Stock (filed and effective June 4, 2026) — New provision added to the Amended and Restated Certificate of Incorporation; no prior provision existed. Creates a new series of 9,625,000 shares of Preferred Stock, par value $0.001 per share, designated '6.25% Series A Mandatory Convertible Preferred Stock' with Liquidation Preference of $1,000 per share. Key terms: cumulative dividends at 6.25% per annum ($62.50 per share per annum), payable quarterly beginning August 15, 2026 through May 15, 2029; mandatory conversion into Class A Common Stock on the Mandatory Conversion Date at a rate between the Minimum Conversion Rate of 2.2520 shares and Maximum Conversion Rate of 2.8160 shares depending on Applicable Market Value; Initial Price initially equal to $355.1136; Threshold Appreciation Price initially equal to $444.0497; Floor Price of $124.29; holders may convert early at Minimum Conversion Rate; Fundamental Change early conversion right with make-whole dividend amount calculated at a discount rate of 4.09% per annum; no redemption or sinking fund; voting rights to elect two Preferred Stock Directors upon six or more Dividend Periods of nonpayment; affirmative vote of at least two-thirds of outstanding shares required to authorize Senior Stock or to adversely amend rights; ranks senior to Junior Stock (including Class A, B, and C common stock) and on parity with Series B Mandatory Convertible Preferred Stock.
• Certificate of Designations — 6.25% Series B Mandatory Convertible Preferred Stock (filed and effective June 4, 2026) — New provision added to the Amended and Restated Certificate of Incorporation; no prior provision existed. Creates a new series of 9,625,000 shares of Preferred Stock, par value $0.001 per share, designated '6.25% Series B Mandatory Convertible Preferred Stock' with Liquidation Preference of $1,000 per share. Key terms: cumulative dividends at 6.25% per annum ($62.50 per share per annum), payable quarterly beginning August 15, 2026 through May 15, 2029; mandatory conversion into Class C Capital Stock on the Mandatory Conversion Date at a rate between the Minimum Conversion Rate of 2.2740 shares and Maximum Conversion Rate of 2.8420 shares depending on Applicable Market Value; Initial Price initially equal to $351.8649; Threshold Appreciation Price initially equal to $439.7537; Floor Price of $123.15; holders may convert early at Minimum Conversion Rate; Fundamental Change early conversion right with make-whole dividend amount calculated at a discount rate of 4.09% per annum; no redemption or sinking fund; voting rights to elect two Preferred Stock Directors upon six or more Dividend Periods of nonpayment; affirmative vote of at least two-thirds of outstanding shares required to authorize Senior Stock or to adversely amend rights; ranks senior to Junior Stock (including Class A, B, and C common stock) and on parity with Series A Mandatory Convertible Preferred Stock.

• Registration Statement Effectiveness — Offerings made pursuant to shelf registration statement on Form S-3 (Registration No. 333-296395) initially filed June 1, 2026; registration statement became effective upon filing; no stop order issued; status: effective as of closing
• Certificate of Designations Filing — Each Certificate of Designations required to be filed with the Secretary of State of the State of Delaware and become effective prior to closing; status: filed June 4, 2026, effective upon filing
• Deposit Agreement Execution — Company and Depositary required to have executed and delivered each Deposit Agreement; status: executed June 5, 2026
• Deposit of Preferred Stock — Prior to each Time of Delivery, Company required to deposit relevant number of shares of Preferred Stock with the Depositary; status: completed at closing June 5, 2026
• Nasdaq Listing Approval — Depositary Shares required to be approved for listing on The Nasdaq Global Select Market; Class A Common Stock and Class C Capital Stock already approved for listing on Nasdaq; status: condition to underwriters' obligations
• No Material Adverse Change — No material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries from that set forth in each Disclosure Package since the date of the Agreement; status: required at each Time of Delivery
• No Credit Rating Downgrade — No downgrading, nor notice of intended or potential downgrading or review for possible change, in the rating accorded the Company or its debt securities by S&P Global Ratings or Moody's Investors Service, Inc. that would make it impracticable or inadvisable to proceed with the offering; status: required at each Time of Delivery
• Legal Opinions — Company required to furnish counsel opinions from Cleary Gottlieb Steen & Hamilton LLP at each Time of Delivery; status: delivered June 5, 2026
• Comfort Letters — Company required to cause Ernst & Young LLP to furnish comfort letters to the Representative; status: condition to underwriters' obligations
• Lock-Up Agreements — Company required to obtain and deliver to the Underwriters executed lock-up agreements from each officer and director listed on Schedule III; duration: from date of lock-up agreement through the earlier of (x) the date Alphabet publicly announces earnings for the relevant quarter or (y) 60 days after the date of each Final Prospectus

• Filing date of Certificates of Designations: June 4, 2026; became effective upon filing with the Secretary of State of the State of Delaware
• Two series established: Series A Preferred Stock (converting into Class A Common Stock) and Series B Preferred Stock (converting into Class C Capital Stock)
• Liquidation preference: $1,000 per share for each series
• Dividend rate: 6.25% per annum on the liquidation preference for both Series A and Series B Depositary Shares
• Dividends may be paid in cash, shares of Class A Common Stock or Class C Capital Stock (as applicable), or any combination thereof, subject to certain limitations
• Dividend payment dates: February 15, May 15, August 15, and November 15 of each year, beginning August 15, 2026 and ending May 15, 2029
• Mandatory conversion settlement date for both series: on or about May 15, 2029
• Series A Preferred Stock mandatory conversion: between 2.2520 and 2.8160 shares of Class A Common Stock per share of Series A Preferred Stock
• Series A Depositary Share mandatory conversion: between 0.1126 and 0.1408 shares of Class A Common Stock per Depositary Share
• Series B Preferred Stock mandatory conversion: between 2.2740 and 2.8420 shares of Class C Capital Stock per share of Series B Preferred Stock
• Series B Depositary Share mandatory conversion: between 0.1137 and 0.1421 shares of Class C Capital Stock per Depositary Share
• Conversion ratio for both series determined based on the average volume-weighted average price over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to May 15, 2029
• Early voluntary conversion: a holder of 20 Series A Depositary Shares may convert one share of Series A Preferred Stock at the minimum conversion rate of 2.2520 shares of Class A Common Stock
• Early voluntary conversion: a holder of 20 Series B Depositary Shares may convert one share of Series B Preferred Stock at the minimum conversion rate of 2.2740 shares of Class C Capital Stock
• Early voluntary conversion is not available during a fundamental change conversion period (as defined in each Certificate of Designations)
• Dividend restriction: so long as any share of Preferred Stock remains outstanding, no dividend or distribution may be declared or paid on Class A Common Stock, Class C Capital Stock, or other junior stock unless all accumulated and unpaid dividends on the outstanding Preferred Stock have been declared and paid or set apart
• Liquidation priority: each holder receives $1,000 per share plus accumulated and unpaid dividends, paid after creditors and holders of senior stock, but before holders of junior stock including Class A Common Stock and Class C Capital Stock
• Depositary Share holders receive a proportional fractional interest in the rights and preferences of the corresponding series of Preferred Stock, including conversion, dividend, liquidation, and voting rights

• Dividend Rate — 6.25% per annum on liquidation preference of $1,000 per share (equivalent to $62.50 per annum per share); payable quarterly on February 15, May 15, August 15, and November 15, beginning August 15, 2026 through May 15, 2029; payable in cash or, subject to limitations, in shares of Class A Common Stock (Series A) or Class C Capital Stock (Series B), or a combination
• Liquidation Preference — $1,000 per share of each series of Preferred Stock
• Series A Conversion Terms — Each share of Series A Preferred Stock converts on or about May 15, 2029 into between 2.2520 shares (minimum, if Applicable Market Value > $444.0497) and 2.8160 shares (maximum, if Applicable Market Value < $355.1136) of Class A Common Stock; each Series A Depositary Share converts into between 0.1126 and 0.1408 shares of Class A Common Stock
• Series B Conversion Terms — Each share of Series B Preferred Stock converts on or about May 15, 2029 into between 2.2740 shares (minimum, if Applicable Market Value > $439.7537) and 2.8420 shares (maximum, if Applicable Market Value < $351.8649) of Class C Capital Stock; each Series B Depositary Share converts into between 0.1137 and 0.1421 shares of Class C Capital Stock
• Floor Price (Series A) — $124.29 per share of Class A Common Stock (subject to anti-dilution adjustment), limiting number of Class A Common Stock shares deliverable in lieu of cash dividends
• Floor Price (Series B) — $123.15 per share of Class C Capital Stock (subject to anti-dilution adjustment), limiting number of Class C Capital Stock shares deliverable in lieu of cash dividends
• Capped Call Cap Prices — Series A Capped Calls: initially $532.6704 per share of Class A Common Stock; Series B Capped Calls: initially $527.7974 per share of Class C Capital Stock; both subject to adjustment
• Dividend Restriction on Junior Stock — So long as any Preferred Stock of either series remains outstanding, no dividend or distribution may be declared or paid on Class A Common Stock, Class C Capital Stock, or other junior stock unless all accumulated and unpaid dividends on the outstanding Preferred Stock have been declared and paid
• Fundamental Change Make-whole Discount Rate — Present value of remaining dividend payments upon a Fundamental Change Conversion calculated using a discount rate of 4.09% per annum