谷歌-C美股招股说明书(2026-05-11版)

¥Alphabet Inc.¥% 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 “20Notes”), ¥aggregate principal amount of our% notesdue 20(the “20Notes”), ¥aggregate principal amount of our% notes due 20(the “20Notes”), ¥aggregate principal amount ofour% notes due 20(the “20Notes”) and ¥aggregate principal amount of our% notes due 20(the “20Notes” and, together withthe20 Notes, the20 Notes, the20Notes and the 20Notes, the “notes”). The 20 Notes will mature on, 20, the 20Notes will matureon, 20, the20Notes will mature on, 20, the 20Notes will mature on, 20and the 20 Notes will mature on, 20. Intereston the notes will accrue from, 2026 and be payable onandof each year, beginning on, 2026. We may redeem any series of thenotes 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—OptionalRedemption.” In addition, we may redeem any series of the notes in whole, but not in part, at any time at our option in the event of certain changes in the taxlaws of the United States that would require us to pay additional amounts as described under “Description of the Notes—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. The notes will be issuedonly in minimum denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The notes will not be listed on any securities exchange. Currently, there is no public market for any series of the notes. 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 a criminaloffense. The underwriters expect to deliver the notes to investors in book-entry form only through a common depositary of Clearstream Banking, S.A. (“Clearstream”) orEuroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, the “clearing systems”), on or about, 2026, which will be the fourth Tokyo businessday from the date of pricing of the notes (this settlement cycle is referred to as “T+4”). This settlement date may affect the trading of the notes. Morgan Stanley 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 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 underwritersdo not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectussupplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation isunlawful. See the “Underwriting” section beginning on page S-26 of this prospectus supplement. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-ivINFORMATION INCORPORATED BY REFERENCES-vFORWARD-LOOKING STATEMENTSS-1SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-7USE OF PROCEEDSS-12DESCRIPTION OF THE NOTESS-13MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-22UNDERWRITINGS-26LEGAL MATTERSS-32EXPERTSS-32 Prospectus ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2ALPHABET INC4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES7D