Alphabet Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated June 5, 2026, details a material definitive agreement entered into by Alphabet Inc. The filing reports the closing of two separate offerings of mandatory convertible preferred stock depositary shares on June 5, 2026, following an underwriting agreement signed on June 2, 2026.
Key Financial Metrics and Transaction Details
- Offering Structure: Issuance of 167,500,000 Series A Depositary Shares and 167,500,000 Series B Depositary Shares.
- Over-Allotment: Underwriters exercised options in full to purchase an additional 25,000,000 shares of each series, resulting in a total of 192,500,000 shares for Series A and 192,500,000 shares for Series B.
- Underwriters: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
- Dividend Rate: 6.25% per annum on the $1,000.00 liquidation preference per share.
- Dividend Payment Dates: Quarterly on February 15, May 15, August 15, and November 15, commencing August 15, 2026.
- Liquidation Preference: $1,000.00 per share of Preferred Stock (plus accumulated unpaid dividends).
- Conversion Terms: Mandatory conversion on or about May 15, 2029.
- Series A: Converts to Class A Common Stock at a rate between 2.2520 and 2.8160 shares per Preferred share.
- Series B: Converts to Class C Capital Stock at a rate between 2.2740 and 2.8420 shares per Preferred share.
- Capped Call Transactions: Entered into to reduce potential dilution upon conversion.
- Series A Cap Price: $532.6704 per share of Class A Common Stock.
- Series B Cap Price: $527.7974 per share of Class C Capital Stock.
Material Changes and Rights Modifications
The filing establishes new rights for security holders via Certificates of Designations filed on June 4, 2026. Key changes include:
- Dividend Restrictions: No dividends may be paid on Class A Common Stock, Class C Capital Stock, or other junior stock unless all accumulated and unpaid dividends on the Preferred Stock have been paid or set aside.
- Repurchase Restrictions: The Company cannot purchase, redeem, or acquire junior or parity stock unless Preferred Stock dividends are current.
- Liquidation Priority: Preferred Stock holders have priority over common stockholders in the event of liquidation, winding-up, or dissolution.
Outlook, Risks, and Management Commentary
The filing does not provide forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the standard terms of the securities. The transaction is structured to mature in approximately three years (May 2029). The capped call transactions are separate from the offering and do not alter the rights of Depositary Share holders.
Investor Verification Checklist
- Verify the total gross proceeds raised from the offering (not explicitly stated in the text, though share counts and liquidation preferences are provided).
- Confirm the impact of the 6.25% dividend obligation on future cash flow and earnings per share.
- Review the specific anti-dilution adjustment formulas in the Certificates of Designations (Exhibits 3.1 and 3.2).
- Assess the potential dilution impact of the conversion rates (2.2520–2.8160 for Series A; 2.2740–2.8420 for Series B) relative to current stock prices.
- Examine the terms of the Capped Call Transactions (Exhibits 10.1 and 10.2) to understand the cost basis and settlement mechanics.