GOOG: Material agreement · Company disclosure · Other company developments

Item 1.01. Entry into a Material Definitive Agreement. Equity Distribution Agreement On June 1, 2026, Alphabet Inc. (“Alphabet” or the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC (each, a “Manager” and collectively, the “Managers”), under which the Company may offer and sell, from time to time in its sole discretion, up to $40 billion of shares of Class A Common Stock and Class C Capital Stock (together, the “Shares”), through an “at-the-market” offering program (the “ATM Offering”). Upon delivery of a placement notice and subject to the terms and conditions of the Equity Distribution Agreement, the Managers will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Equity Distribution Agreement, the Managers may sell the Shares by any method permitted by law, including in ordinary brokers’ transactions, to or through a market maker, directly on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Company is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Managers’ obligations to sell the Shares under the Equity Distribution Agreement are subj