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NASDAQ: GOOGL Alphabet Inc. 424B5

Alphabet prices $8.4B mandatory convertible preferred offering at $50/share to fund AI capex

Filed June 4, 2026 · ~2 min read

Key Changes

  • high

    Alphabet is offering 167.5M Series A depositary shares at $50 each (representing 1/20th interests in 6.25% mandatory convertible preferred stock), raising $8.3B net to the company. Concurrent offerings include $17.8B stock offering, $8.3B Series B preferred, $10B Berkshire Hathaway private placement, and up to $40B ATM program.

    The Offering, Use of Proceeds view on EDGAR →
  • high

    Net proceeds fund $180-190B 2026 capex for AI infrastructure, with 2027 capex expected to significantly increase further. Approximately $30B of ATM proceeds will meet 2026 employee equity award tax obligations; $439.7M of this offering's proceeds will purchase anti-dilution capped call options.

    Use of Proceeds verify on EDGAR →
  • high

    The preferred stock automatically converts to Class A common on May 15, 2029 at a rate capping upside at 25% appreciation ($444.05 threshold price vs $355.11 initial price). Investors receive only 80% of direct-stock gains above the threshold and bear full downside below the initial price.

    The Offering, Risk Factors view on EDGAR →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Source-verified from EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify