GOOGN: Material agreement

Item 1.01. Entry into a Material Definitive Agreement. Mandatory Convertible Preferred Stock Offering On June 2, 2026, Alphabet Inc. (“Alphabet” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as the representatives of the respective underwriters under such agreement, pursuant to which Alphabet agreed to issue and sell (1) 167,500,000 series A depositary shares (the “Series A Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series A Preferred Stock” and such offering, the “Series A Depositary Shares Offering”) and (2) 167,500,000 series B depositary shares (the “Series B Depositary Shares” and together with the Series A Depositary Shares, the “Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock” and such offering, the “Series B Depositary Shares Offering” and together with the Series A Depositary Shares Offering, the “Depositary Shares Offerings”). Pursuant to the Underwriting Agreement, Alphabet granted the respective Underwriters of each Depositary Shares Offering an option to purchase up to an additional 25,000,000 Depositary Shares of such series within a 13-day period beginning on, and including, the date Alphabet first issues the Depositary Shares, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in fu