Alphabet Inc.

11/06/2025 | Press release | Distributed by Public on 11/06/2025 15:47

Material Event (Form 8-K)

Item 8.01. Other Events.

Alphabet Inc. Euro and U.S. Dollar Senior Notes Offering

On November 6, 2025, Alphabet Inc. ("Alphabet") closed its concurrent underwritten public offerings of $17.5 billion aggregate principal amount of U.S. dollar-denominated senior notes (the "U.S. Notes") and €6.5 billion aggregate principal amount of euro-denominated senior notes (the "Euro Notes" and, collectively with the U.S. Notes, 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 Euro Notes consist of €1,000,000,000 aggregate principal amount of 2.375% notes due 2028, €1,000,000,000 aggregate principal amount of 2.875% notes due 2031, €1,000,000,000 aggregate principal amount of 3.125% notes due 2034, €1,000,000,000 aggregate principal amount of 3.500% notes due 2038, €1,250,000,000 aggregate principal amount of 4.000% notes due 2044 and €1,250,000,000 aggregate principal amount of 4.375% notes due 2064.

The U.S. Notes consist of $500,000,000 aggregate principal amount of floating rate notes due 2028, $1,000,000,000 aggregate principal amount of 3.875% notes due 2028, $2,500,000,000 aggregate principal amount of 4.100% notes due 2030, $1,250,000,000 aggregate principal amount of 4.375% notes due 2032, $3,500,000,000 aggregate principal amount of 4.700% notes due 2035, $2,000,000,000 aggregate principal amount of 5.350% notes due 2045, $4,000,000,000 aggregate principal amount of 5.450% notes due 2055 and $2,750,000,000 aggregate principal amount of 5.700% notes due 2075.

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 descriptions of the Notes is qualified in its entirety by reference to the full text of the respective forms of the Notes filed as Exhibits 4.2-4.15hereto and each is incorporated herein by reference.

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