SEC Form 8-A12B filed by Alphabet Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Alphabet Inc.

(Exact Name of Registrant as Specified in its Charter)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-286752

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are Alphabet Inc.’s (the “Company”) 2.500% Senior Notes due 2029, 3.000% Senior Notes due 2033, 3.375% Senior Notes due 2037, 3.875% Senior Notes due 2045 and 4.000% Senior Notes due 2054 (collectively, the “Notes”). The description of the Notes is contained in the Company’s Prospectus, dated April 25, 2025, included in the Company’s registration statement on Form S-3 (File No. 333-286752) under the caption “Description of Debt Securities” and the Company’s Prospectus Supplement with respect to the Notes, dated April 29, 2025 and filed on May 1, 2025, under the caption “Description of the Notes,” and those sections are incorporated herein by reference.

Item 2. Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.