SEC Form 8-K filed by Alphabet Inc.

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)

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):

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

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. ☐

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.

(d) Exhibits.

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.