谷歌-C美股招股说明书(2026-08-06版)

Alphabet Inc. ClassA Common StockClassC Capital Stock This prospectus supplement (the “Supplement”) supplements the prospectus, dated June1, 2026, as supplemented by the prospectus supplement, dated June1, 2026(together, the “Prospectus”), relating to the offer and sale of up to $40,000,000,000 of shares of our ClassA Common Stock, $0.001 par value (“ClassA CommonStock”), and our ClassC Capital Stock, $0.001 par value (“ClassC Capital Stock”), through Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC and MorganStanley& Co. LLC, as managers, pursuant to an equity distribution agreement (“Equity Distribution Agreement”) entered into with such managers on that date, asamended from time to time. This Supplement is being filed to reflect the addition of BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA)Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BTIG, LLC, Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC,RBC Capital Markets, LLC, SG Americas Securities, LLC and TD Securities (USA) LLC as additional managers pursuant to an amendment and restatement of theEquity Distribution Agreement. Besides the addition of the additional managers, the terms and provisions of the Equity Distribution Agreement remain the same in theirentirety. Accordingly, each reference to the term “manager” or “managers” in the Prospectus is hereby amended, to the extent appropriate in the context, to include BofASecurities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BNPParibas Securities Corp., BTIG, LLC, Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, SG Americas Securities, LLCand TD Securities (USA) LLC, each as an additional manager. See “Risk Factors” beginning on page S-5 of the prospectus supplement dated June1, 2026 and in our Annual Report on Form 10-K for the fiscal year endedDecember31, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2026 and our Quarterly Report on Form 10-Q for the fiscalquarter ended June30, 2026, which are incorporated by reference herein, for a discussion of certain risks that should be considered in connection with aninvestment in our ClassA Common Stock or ClassC Capital Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of our ClassA Common Stock or ClassCCapital Stock or determined that this Supplement or the accompanying Prospectus is accurate or complete. Any representation to the contrary is a criminaloffense. Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas Securities, LLC in the offering described herein. BernsteinInstitutional Services LLC and certain of its affiliates may provide investor feedback, research, market sounding, block monitoring, market intelligence,historical market, or trading information and origination and deal execution support to SG Americas Securities, LLC in connection with this offering and mayalso provide such services in the general course of business. Goldman Sachs& Co. LLCBofA SecuritiesBarclaysRBC Capital Markets Morgan StanleyWellsFargoSecuritiesMizuhoTD Securities J.P. MorganDeutscheBankSecuritiesBTIGSociete Generale HSBCCreditAgricoleCIB CitigroupBNPPARIBAS