谷歌-C美股招股说明书(2025-11-05版)

Alphabet Inc. $500,000,000 Floating Notes due 2028$1,000,000,000 3.875% Notes due 2028$2,500,000,000 4.100% Notes due 2030$1,250,000,000 4.375% Notes due 2032$3,500,000,000 4.700% Notes due 2035$2,000,000,000 5.350% Notes due 2045$4,000,000,000 5.450% Notes due 2055$2,750,000,000 5.700% Notes due 2075 We are offering $500,000,000 aggregate principal amount of our floating rate notes due 2028 (the “2028 Floating Rate Notes” or the “floating rate notes”), $1,000,000,000 aggregate principalamount of our 3.875% notes due 2028 (the “2028 Notes”), $2,500,000,000 aggregate principal amount of our 4.100% notes due 2030 (the “2030 Notes”), $1,250,000,000 aggregate principalamount of our 4.375% notes due 2032 (the “2032 Notes”), $3,500,000,000 aggregate principal amount of our 4.700% notes due 2035 (the “2035 Notes”), $2,000,000,000 aggregate principalamount of our 5.350% notes due 2045 (the “2045 Notes”), $4,000,000,000 aggregate principal amount of our 5.450% notes due 2055 (the “2055 Notes”) and $2,750,000,000 aggregateprincipal amount of our 5.700% notes due 2075 (the “2075 Notes” and, together with the2028 Notes, the2030 Notes, the2032 Notes, the2035 Notes, the2045 Notes and the 2055 Notes, the“fixed rate notes”). The fixed rate notes and the floating rate notes are collectively referred to as the “notes.” The floating rate notes will mature on November 15, 2028, the2028 Notes will mature on November 15, 2028, the2030 Notes will mature on November 15, 2030, the2032 Notes will matureon November 15, 2032, the2035 Notes will mature on November 15, 2035, the2045 Notes will mature on November 15, 2045, the 2055 Notes will mature on November 15, 2055 and the2075 Notes will mature on November 15, 2075. Interest on the floating rate notes will be payable quarterly in arrears on each February 15, May 15, August 15 and November 15 of each yearstarting on February 15, 2026. The floating rate notes will bear interest at a floating rate equal to Compounded SOFR (as defined in “Description of the Notes—Interest—Floating Rate Notes—Information about the SOFR and the SOFR Index”), reset quarterly,plus0.52% per annum. Interest on the fixed rate notes will accrue from November 6, 2025 and be payable on May 15and November 15 of each year, beginning on May 15, 2026. We may redeem any series of the fixed rate notes in whole or in part at any time or from time to time at the redemption pricesdescribed under the heading “Description of the Notes—Optional Redemption.” The floating rate notes will not be redeemable prior to maturity. The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will bestructurally 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 or determined that this prospectussupplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Thenotes will not be listed on any securities exchange. Currently, there is no public trading market for the notes. The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank andClearstream, on or about November 6, 2025, which will be the third business day from the date of pricing of the notes (this settlement cycle is referred to as “T+3”). Under Rule15c6-1underthe Securities 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 tradeexpressly agree otherwise. Accordingly, purchasers who wish to trade notes on any day prior to the business date before delivery will be required, by virtue of the fact that the notes initiallysettle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors. See “Underwriting.” J.P. Morgan WellsFargoSecuritiesDeutsche Bank SecuritiesSOCIETEGENERALE Blaylock Van, LLCLoop Capital MarketsR. Seelaus & Co., LLCUniCreditCapitalMarketsLLC 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 r