谷歌-C美股招股说明书(2025-11-03版)

% Notes due 20% Notes due 20% Notes due 20% Notes due 20% Notes due 20% Notes due 20 We are offering €aggregate principal amount of our% notes due 20 (the “20 Notes”), €aggregate principal amount of our% notesdue 20 (the “20Notes”), €aggregate principal amount of our% notes due 20(the “20Notes”), €aggregate principal amountof our% notes due 20(the “20Notes”), €aggregate principal amount of our% notes due 20(the “20Notes”) and €aggregate principal amount of our% notes due 20(the “20Notes” and, together with the20Notes, the20Notes, the20Notes, the20Notes and the 20Notes, the “notes”). The 20Notes will mature on, 20, the 20Notes will mature on, 20, the20Noteswill mature on, 20, the 20Notes will mature on, 20, the 20Notes will mature on, 20and the 20Notes willmature on, 20. Interest on the notes will accrue from November, 2025 and be payable onof each year, beginning on,2026. We may redeem any series of the notes in whole or in part at any time or from time to time at the redemption prices described under the heading“Description of the Notes—Optional Redemption.” In addition, we may redeem any series of the notes in whole, but not in part, at any time at our optionin the event of certain changes in the tax laws of the United States that would require us to pay additional amounts as described under “Description of theNotes—Redemption for Tax Reasons.” The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to timeoutstanding. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is acriminal offense. We intend to apply to list each series of the notes on the Nasdaq Bond Exchange (“Nasdaq”). The listing applications will be subject to approval byNasdaq. We currently expect trading in each series of the notes on Nasdaq to begin within 30 days after the original issue date. If such a listing is obtained,we have no obligation to maintain such listing and we may delist any series of the notes at any time. Currently, there is no public market for any series ofthe notes. The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the notes and are not soliciting an offer tobuy the notes in any jurisdiction where the offer or sale is not permitted.The underwriters expect to deliver the notes to investors in book-entry form only through a common depositary of Clearstream Banking, S.A.(“Clearstream”) or Euroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, the “clearing systems”), on or about November, 2025, whichwill be the third London business day from the date of pricing of the notes (this settlement cycle is referred to as “T+3”). Under Rule15c6-1under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market are generally required to settle in one business day,unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any day prior to the business date beforedelivery will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any suchtrade to prevent a failed settlement and should consult their own advisors. See “Underwriting.” J.P. Morgan Deutsche Bank Table of Contents We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectusand in any related free writing prospectus we prepare or authorize. No person is authorized to give any information or to make anyrepresentation 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 cont