谷歌-C美股招股说明书(2026-06-04版)

Alphabet Inc. ClassA Common StockClassC Capital Stock We are offering 25,459,689 shares of our ClassA Common Stock, $0.001 par value (“ClassA Common Stock”), and 25,459,689 shares of our ClassC CapitalStock, $0.001 par value (“ClassC Capital Stock”). Our ClassA Common Stock and ClassC Capital Stock are listed on The Nasdaq Global Select Market underthe symbols “GOOGL” and “GOOG,” respectively. On June2, 2026, the closing sale price of our ClassA Common Stock was $361.85 and the closing saleprice of our ClassC Capital Stock was $358.39. We have three classes of authorized stock: ClassA Common Stock, ClassB Common Stock and ClassC Capital Stock. The rights of the holders of each class ofour common and capital stock are identical, except with respect to voting. Each share of ClassA Common Stock is entitled to one vote per share. Each share ofClassB Common Stock is entitled to 10 votes per share. ClassC Capital Stock has no voting rights, except as required by applicable law. Shares of ClassBCommon Stock may be converted at any time at the option of the stockholder and automatically convert upon sale or transfer to ClassA Common Stock.Outstanding shares of ClassA Common Stock and ClassB Common Stock will represent approximately 41.17% and 58.83%, respectively, of the voting powerof our outstanding common stock immediately following this offering. See “Risk Factors” beginning on page S-7 of this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year endedDecember31, 2025 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2026 for a discussion of certain risks thatshould be considered in connection with an investment in our ClassA Common Stock or ClassC Capital Stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of our ClassACommon Stock or ClassC Capital Stock or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense. (1)See the section titled “Underwriting” beginning on page S-19 of this prospectus supplement for a description of the compensation payable to the underwriters.(2)Assumes no exercise of the underwriters’ option to purchase additional shares of ClassA Common Stock described below.(3)Assumes no exercise of the underwriters’ option to purchase additional shares of ClassC Capital Stock described below. We have granted the underwriters options to purchase up to an additional 3,818,953 shares of our ClassA Common Stock and an additional 3,818,953 shares ofour ClassC Capital Stock, respectively, from us at their respective public offering prices less the underwriting discounts, exercisable for 30 days from the date ofthis prospectus supplement, solely to cover over-allotments, if any, of our offering of ClassA Common Stock and ClassC Capital Stock. We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of this offering, before you make yourinvestment decision. The underwriters expect to deliver the shares of ClassA Common Stock and ClassC Capital Stock to purchasers on or about June 4, 2026. Table of Contents Concurrently with this offering and pursuant to separate prospectus supplements, we are also making public offerings of depositary shares representing$16.75billion aggregate liquidation preference of mandatory convertible preferred stock in two series: (1) 167,500,000 depositary shares (the “Series ADepositary Shares”), each of which represents a 1/20th interest in a share of our 6.25% Series A Mandatory Convertible Preferred Stock, par value$0.001 per share (the “Series A Mandatory Convertible Preferred Stock”), and (2) 167,500,000 depositary shares (the “Series B Depositary Shares” and,together with the Series A Depositary Shares, the “Depositary Shares”), each of which represents a 1/20th interest in a share of our 6.25% Series BMandatory Convertible Preferred Stock, par value $0.001 per share (the “Series B Mandatory Convertible Preferred Stock” and, together with the SeriesA Mandatory Convertible Preferred Stock, the “Mandatory Convertible Preferred Stock” and such offerings, collectively, the “Depositary SharesOfferings”). Each series of Mandatory Convertible Preferred Stock will be mandatorily convertible after approximately three years into a variablenumber of shares of ClassA Common Stock or ClassC Capital Stock, depending on the series, based on the applicable conversion rate. We have grantedthe underwriters of the respective Depositary Shares Offerings options to purchase up to 25,000,000additional Series A Depositary Shares and up to25,000,000 additional Series B Depositary Shares, respectively, within a 13-day period beginning on, and including, the date we first issue theDepositary Shares, solely to cover over-allotments, if any. In connection with the pricing of the Depositary Shares Offerin