Company Update

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): May 6, 2025     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)(Zip Code) ( 650 ) 253-0000 Address of principal executive office 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     (Nasdaq Global Select Market) Class C Capital Stock, $0.001 par value   GOOG   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) 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 Bond Offering On May 6, 2025, Alphabet Inc. (“Alphabet”) closed its underwritten public offering of €1,500,000,000 aggregate principal amount of 2.500% notes due 2029 (the “2029 Notes”), €1,500,000,000 aggregate principal amount of 3.000% notes due 2033 (the “2033 Notes”), €1,250,000,000 aggregate principal amount of 3.375% notes due 2037 (the “2037 Notes”), €1,250,000,000 aggregate principal amount of 3.875% notes due 2045 (the “2045 Notes”) and €1,250,000,000 aggregate principal amount of 4.000% notes due 2054 (the “2054 Notes” and collectively, the “Notes”) pursuant to Alphabet’s registration statement on Form S-3 (File No. 333-286752). 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 foregoing description of the Indenture is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the respective forms of the Notes filed hereto as Exhibit 4.2 with respect to the 2029 Notes, Exhibit 4.3 with respect to the 2033 Notes, Exhibit 4.4 with respect to the 2037 Notes, Exhibit 4.5 with respect to the 2045 Notes and Exhibit 4.6 with respect to the 2054 Notes, and each incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number    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 2.500% notes due 2029  4.3    Form of Global Note representing the Registrant’s 3.000% notes due 2033  4.4    Form of Global Note representing the Registrant’s 3.375% notes due 2037  4.5    Form of Global Note representing the Registrant’s 3.875% notes due 2045  4.6    Form of Global Note representing the Registrant’s 4.000% notes due 2054  5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP 23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1) 104    Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       ALPHABET INC. Date: May 6, 2025     /s/ Anat Ashkenazi     Anat Ashkenazi     Senior Vice President, Chief Financial Officer