Alphabet in $20 Billion USD-Denominated Bonds Offering

Cleary Gottlieb is representing Alphabet Inc. (Alphabet), the parent company of Google LLC (Google) and one of the world’s most valuable public companies, in an SEC-registered offering of $20 billion aggregate principal amount of U.S. dollar-denominated senior notes.

The offering is comprised of $2.5 billion in 3.700% senior notes due 2029, $3 billion in 4.100% senior notes due 2031, $3 billion in 4.400% senior notes due 2033, $4.25 billion in 4.800% senior notes due 2036, $1.5 billion in 5.500% senior notes due 2046, $4 billion in 5.650% senior notes due 2056, and $1.75 billion in 5.750% senior notes due 2066.

BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets LLC, and Wells Fargo Securities LLC are acting as representatives of the underwriters for the offering. The offering is scheduled to close on February 13, 2026, subject to customary closing conditions.

Subject to market conditions and other factors, Alphabet may raise additional amounts in a near term SEC-registered Sterling-denominated offering and/or a near term Swiss Franc-denominated unregistered offering, either of which may be substantially concurrent with this offering.

The net proceeds from the offering will be used for general corporate purposes, which may include the repayment of outstanding debt.

Alphabet is based in Mountain View, California. Cleary has represented Alphabet in numerous prior transactions, dating back to Alphabet’s reorganization in 2015 in which Cleary served as counsel, and most recently in a $17.5 billion USD-denominated and €6.5 billion EUR-denominated notes offering in November 2025.

The Cleary corporate team includes partners Shuangjun Wang and Jeff Karpf; associates Emily Arndt, Omelebele (Bele) Edeoga, and Aditi Thakur; and law clerk Jean Choi, with assistance from capital markets attorney Nina Bell. Partner Matthew Brigham and associates Adam Girts and Banu Dzhafarova advised on tax matters. Partner Daniel Ilan and associates Jaehwan Park and Melissa Faragasso advised on IP matters.