02079KAB3

• The offering included floating rate notes due 2028 and 2029, and fixed-rate notes with coupons ranging from 4.500% to 6.500% and maturities from 2028 to 2066.
• The notes were issued under Alphabet's existing indenture dated February 12, 2016, with The Bank of New York Mellon Trust Company, N.A. as trustee.
• The offering was made pursuant to Alphabet's Form S-3 registration statement (File No. 333-296395).
• The company filed forms of the notes and related legal opinions as exhibits to the 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Google Cloud revenues surged 82% to $24.8 billion, driven by AI infrastructure and solutions.
• Operating income rose 30% to $40.8 billion, with operating margin expanding to 34%.
• Net income available to common stockholders increased 298% to $112.1 billion, and diluted EPS rose 294% to $9.11.
• In June 2026, Alphabet raised $49.6 billion in net proceeds from equity issuance and $20.3 billion from senior notes.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Shareholders approved the amendment and restatement of the 2021 Stock Plan, increasing the share reserve by 200,000,000 shares of Class C capital stock.
• The ratification of Ernst & Young LLP as independent auditor for fiscal year 2026 was approved.
• The advisory vote on named executive officer compensation was approved.
• All 10 shareholder proposals, including those on climate goals, water usage, and AI oversight, were not approved.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• On June 5, 2026, Alphabet Inc. announced the appointment of Marsida Saraci, Vice President and Controller, as Principal Accounting Officer, effective immediately.
• In connection with her appointment, she will receive restricted stock units (GSUs) totaling $720,000: $280,000 vesting in 1/20th monthly increments and $440,000 vesting in 1/32nd monthly increments, both starting in July 2026.
• The number of GSUs will be calculated by dividing the award amount by the average closing price of Alphabet's Class C capital stock during June 2026.
• Each GSU entitles the holder to one share of Class C capital stock upon vesting, subject to Alphabet's Amended and Restated 2021 Stock Plan.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Underwriters exercised over-allotment options in full on June 3, 2026, adding 25 million depositary shares per series, increasing total gross proceeds to $19.25 billion.
• The offerings closed on June 5, 2026, with the preferred stock convertible into Class A or Class C stock around May 15, 2029, at rates between 2.2520 and 2.8160 for Series A and 2.2740 and 2.8420 for Series B per preferred share.
• Alphabet entered into capped call transactions with underwriters to reduce potential dilution upon conversion, with initial cap prices of $532.6704 per Class A share and $527.7974 per Class C share.
• The preferred stock carries a 6.25% annual dividend rate, payable quarterly starting August 15, 2026, and a $1,000 per share liquidation preference.

1.01 Entry into a Material Definitive Agreement · 3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Alphabet agreed to issue and sell 25,459,689 shares of Class A and 25,459,689 shares of Class C in an underwritten public offering, with over-allotment options exercised in full.
• Alphabet agreed to sell $10 billion of stock to an affiliate of Berkshire Hathaway in a private placement, priced at $351.81 per Class A share and $348.20 per Class C share.
• The offerings total $80 billion, including $30 billion in underwritten offerings and $40 billion ATM program, with proceeds intended for AI infrastructure and compute capital expenditures.
• The ATM program is expected to begin in Q3 2026, and the depositary share offering is expected to close on June 5, 2026.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The notes were issued in seven tranches with maturities from 2029 to 2066 and coupon rates ranging from 1.965% to 4.599%.
• 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 was made pursuant to Alphabet's Form S-3 registration statement (File No. 333-286752).
• The report was filed under Item 8.01 as an other event, with related exhibits filed under Item 9.01.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The euro notes include six tranches with maturities from 2030 to 2063 and coupons ranging from 3.200% to 4.800%.
• The Canadian notes include four tranches with maturities from 2031 to 2056 and coupons ranging from 3.650% to 5.000%.
• 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 was reported under Item 8.01 as an other event and included exhibits such as forms of global notes and legal opinions.

8.01 Other Events · 9.01 Financial Statements and Exhibits