谷歌-C美股招股说明书(2025-04-28版)

Alphabet Inc.$% Notes due 20 $% Notes due 20$% Notes due 20 We are offering $aggregate principal amount of our% notes due 20 aggregate principal amount of our(the “20 20Notes, the “notes”). The 20 Notes will mature on, 20, the 20, 20and the 20 Notes will mature on, 20. Interest on the notes will accrue from Mayof each year, beginning on, 2025. We may redeem any series of the notes in whole or in part atany time or from time to time at the redemption prices described under the heading “Description of the Notes—Optional Redemption.” The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from timeto time outstanding. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of ourSee “Risk Factors” beginning on page S-7 for a discussion of certain risks that should be considered inconnection with an investment in the notes. the contrary is a criminal offense.PublicOfferingPrice(1)UnderwritingDiscounts%% The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the notes and are not solicitingan offer to buy the notes in any jurisdiction where the offer or sale is not permitted.%% representation that is different from, or in addition to, those contained or incorporated by reference into this prospectus supplement, theaccompanying prospectus or any related free writing prospectus that we prepare or authorize. If given or made, such information orrepresentations must not be relied upon as having been authorized by us, and we take no responsibility for any information that others maygive you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the notes offered by this document are unlawful,or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.The information contained in this document speaks only as of the date of this document, unless the information specifically indicates thatanother date applies. You should not assume that the information contained in or incorporated by reference in this prospectus supplement, theaccompanying prospectus or in any such free writing prospectus is accurate as of any date other than the date of the document containing theinformation. This prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by us and the underwriters MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERS to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.The second part, the accompanying prospectus dated April25, 2025, which is part of our Registration Statement on FormS-3(SEC RegistrationNo.333-286752),gives more general information about us and the securities we may offer from time to time under our shelf registration statement,some of which may not apply to this offering of the notes. This prospectus supplement may add to, update or change the information in theaccompanying prospectus. If there is any inconsistency between the information in the accompanying prospectus and this prospectus supplement, youshould rely on the information contained in this prospectus supplement.You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, and the additional information described under “Where You Can Find More Information” and “InformationIncorporated by Reference” in this prospectus supplement before deciding whether to invest in the notes offered by this prospectus supplement.You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. Youshould consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any ofthe notes offered by this prospectus supplement. The information contained in this document speaks only as of the date of this document, unless theinformation specifically indicates that another date applies. You should not assume that the information contained in this prospectus supplement, orcontained or incorporated by reference in the accompanying prospectus, or in any related free writing prospectus is accurate as of any date other thantheir respective dates. The information contained in this prospectus supplement is accurate only as of the date of this prospectus supplement, regardlessof the time of delivery of this prospectus supplement or any sale of the securities offered hereby. Neither the delivery of this prospectus supplement, theaccompanying