Alphabet in $80 Billion Equity Offerings

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 equity offerings totaling $80 billion.

The offerings consist of:

• An SEC-registered underwritten offering of $15 billion in Class A common stock and Class C capital stock.
• SEC-registered underwritten offerings of $15 billion in two series of depositary shares representing two series of mandatory convertible preferred stock (together with related capped call transactions).
• A $40 billion SEC-registered at-the-market (ATM) offering program for Class A common stock and Class C capital stock.
• A private placement of $10 billion in Class A common stock and Class C capital stock to Berkshire Hathaway Inc.

Goldman Sachs & Co. LLC, J.P. Morgan, and Morgan Stanley are acting as joint bookrunning managers for the underwritten stock and depositary share offerings. Alphabet is granting the bookrunning managers of the stock offering an over-allotment option to purchase up to an aggregate total of $3 billion of additional shares of Class A common stock and Class C capital stock, and is granting the underwriters of the depositary share offerings over-allotment options to purchase up to an aggregate total of $2.25 billion of additional depositary shares. The stock offering is scheduled to close on June 4, 2026, subject to customary closing conditions. The depositary share offerings are scheduled to close on June 5, 2026, subject to customary closing conditions.

Alphabet intends to use the net proceeds from the concurrent public underwritten offerings for general corporate purposes, including capital expenditures to scale AI infrastructure and global compute. A portion of the net proceeds from the depositary share offerings will be used to pay the cost of the related capped call transactions.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC are acting as managers for the $40 billion ATM offering program. Under the ATM program, which launched on June 1, 2026, Alphabet may sell shares of Class A common stock and Class C capital stock from time to time through or to the managers. Alphabet intends to use the net proceeds of the ATM program, if any, primarily to facilitate, for a period of time, an administrative change in how Alphabet meets tax obligations associated with vesting of employee equity awards. Any additional proceeds will be used for general corporate purposes.

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 Alphabet’s inaugural ¥576.5 billion offering in May 2026. Within the past year and a half, Cleary has represented Alphabet in offerings of debt securities that have raised over $85 billion, issued in six major currencies and multiple markets.

The Cleary corporate team includes partners Shuangjun Wang, Jeff Karpf, and Harald Halbhuber; counsel David Parish; and associates Stav Harel, Katherine Hebb, and Jinhyun Kwon. Partner Clay Simmons and associate Guillaume Renaud are advising on the capped call transactions, with support from law clerk Yashi Wang. Partner Matthew Brigham and associate Adam Girts are advising on tax matters. Partner Michael Albano, and associates Emily Barry and Erin McKissick are advising on employee benefits matters. Associates Taewan Roh, Omelebele Edeoga, and Jean Choi provided additional disclosure and corporate support.