Item 5. Other Information
ITEM 5. OTHER INFORMATION
10b5-1 Trading Plans
During the quarter ended June 30, 2026, the following Section 16 director terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
• John L. Hennessy , Chair of the Board of Directors of Alphabet Inc., through the John L. Hennessy & Andrea J. Hennessy Revocable Trust, terminated a trading plan on June 22, 2026 , that was originally adopted on November 10, 2025. The trading plan was scheduled to remain in effect until March 15, 2027. The plan provided for the potential sale of up to an aggregate of 8,400 shares of Class C Capital Stock and 4,200 shares of Class A Common Stock.
In addition, Marsida Saraci, Vice President and Controller who was appointed as Alphabet Inc.’s Principal Accounting Officer on June 2, 2026, previously adopted an employee trading plan on May 19, 2025. The trading plan will be effective until August 1, 2026 to sell the (net) shares resulting from the vesting of approximately 1,804 (gross) shares of Class C Capital Stock (including the dividend equivalent units).
There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified, or terminated during the quarter ended June 30, 2026 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider Trading and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules, and regulations.
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ITEM 6. EXHIBITS
Exhibit
Number Description Incorporated by reference herein
Form Date
3.1 Certificate of Designations of the 6.25% Series A Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
3.2 Certificate of Designations of the 6.25% Series B Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
4.1 Indenture, dated February 12, 2016, between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
Registration Statement on Form S-3 (File No. 333-209510) February 12, 2016
4.2 Form of Global Note representing the Registrant’s 3.200% notes due 2030
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.3 Form of Global Note representing the Registrant’s 3.450% notes due 2032
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.4 Form of Global Note representing the Registrant’s 3.625% notes due 2034
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.5 Form of Global Note representing the Registrant’s 4.100% notes due 2039
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.6 Form of Global Note representing the Registrant’s 4.500% notes due 2045
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.7 Form of Global Note representing the Registrant’s 4.800% notes due 2063
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.8 Form of Global Note representing the Registrant’s 3.650% notes due 2031
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.9 Form of Global Note representing the Registrant’s 4.000% notes due 2033
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.10 Form of Global Note representing the Registrant’s 4.350% notes due 2036
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.11 Form of Global Note representing the Registrant’s 5.000% notes due 2056
Current Report on Form 8-K (File No. 001-37580) May 11, 2026
4.12 Form of Global Note representing the Registrant’s 1.965% notes due 2029
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.13 Form of Global Note representing the Registrant’s 2.412% notes due 2031
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.14 Form of Global Note representing the Registrant’s 2.822% notes due 2033
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.15 Form of Global Note representing the Registrant’s 3.189% notes due 2036
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.16 Form of Global Note representing the Registrant’s 3.713% notes due 2041
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.17 Form of Global Note representing the Registrant’s 4.395% notes due 2056
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.18 Form of Global Note representing the Registrant’s 4.599% notes due 2066
Current Report on Form 8-K (File No. 001-37580) May 21, 2026
4.19 Form of Certificate for the 6.25% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1)
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
4.20 Form of Certificate for the 6.25% Series B Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.2)
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
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4.21 Deposit Agreement for the Series A Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
4.22 Deposit Agreement for the Series B Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
4.23 Form of Depositary Receipt for the Series A Depositary Shares (included as Exhibit A to Exhibit 4. 21 )
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
4.24 Form of Depositary Receipt for the Series B Depositary Shares (included as Exhibit A to Exhibit 4. 22 )
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
10.01 Form of Series A Capped Call Transaction Confirmation
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
10.02 Form of Series B Capped Call Transaction Confirmation
Current Report on Form 8-K (File No. 001-37580) June 5, 2026
10.03 ♦ Alphabet Inc. Amended and Restated 2021 Stock Plan (as amended and restated on June 5, 2026)
Current Report on Form 8-K (File No. 001-37580)
June 11, 2026
10.04 * Registration Rights Letter Agreement, dated June 4, 2026, between Alphabet Inc. and National Indemnity Company (an affiliate of Berkshire Hathaway Inc.)
10.05 * Amended and Restated Registration Rights Letter Agreement, dated June 12, 2026, between Alphabet Inc. and National Indemnity Company (an affiliate of Berkshire Hathaway Inc.)
31.01 * Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02 * Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01 ‡ Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________________________
♦
Indicates management compensatory plan, contract, or arrangement.
* Filed herewith.
‡ Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALPHABET INC.
July 22, 2026 By: /s/ ANAT ASHKENAZI
Anat Ashkenazi
Senior Vice President, Chief Financial Officer
ALPHABET INC.
July 22, 2026 By: /s/ MARSIDA SARACI
Marsida Saraci
Vice President, Corporate Controller and Principal Accounting Officer
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