Alphabet raises via mandatory convertible preferred stock, hedges dilution with capped calls

Filed June 5, 2026 · Period ending June 5, 2026 · ~1 min read

Key Changes

• high

  Alphabet issued 335M depositary shares representing in mandatory convertible preferred stock, paying 6.25% dividends quarterly through May 2029 when shares automatically convert to common stock.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
• high

  Common stockholders cannot receive dividends or buybacks unless all preferred dividends are paid first, creating a new payment priority that subordinates existing shareholders.

  Item 3.03 — Material Modification to Rights of Security Holders verify on EDGAR →
• medium

  Alphabet entered capped call transactions to limit dilution from conversion, with cap prices at $532.67 for Class A and $527.80 for Class C shares—above these levels, dilution protection diminishes.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →