알파벳, AI 인프라 및 컴퓨팅 확장을 위한 847억 5천만 달러 규모 주식 자본 조달 확대 및 가격 결정 발표

Alphabet

Announces

Upsize

and

Pricing

of

$84.75

Billion

Equity

Capital

Raise

to

Expand

AI

Infrastructure

and

Compute

Includes

agreement

by

Berkshire

Hathaway

to

invest

$10

Billion

in

Alphabet

in

a

private

placement

MOUNTAIN

VIEW,

Calif.

–

June

2,

2026

–

Alphabet

Inc.

(NASDAQ:

GOOG,

GOOGL)

today

announced

the

pricing

of

its

previously

announced

registered

public

offerings

of

Class

A

Common

Stock,

Class

C

Capital

Stock

and

depositary

shares

representing

interests

in

mandatory

convertible

preferred

stock.

The

gross

proceeds

of

these

offerings,

together

with

potential

gross

proceeds

of

Alphabet’s

previously

announced

$40

billion

at-the-market

offering

program

for

the

sale

of

Class

A

Common

Stock

and

Class

C

Capital

Stock

over

time,

and

concurrent

$10

billion

private

placement,

represent

a

total

equity

raise

of

$84.75

billion.

The

equity

capital

raise

was

upsized

from

the

previously

announced

total

equity

raise

of

$80

billion.


Alphabet

priced

concurrent

underwritten

public

offerings

of

25,459,689

shares

of

Class

A

Common

Stock

at

a

public

offering

price

of

$355.1982

per

share,

25,459,689

shares

of

Class

C

Capital

Stock

at

a

public

offering

price

of

$351.8018

per

share,

167,500,000

Series

A

depositary

shares,

each

representing

a

1/20th

interest

in

a

share

of

newly

issued

6.25%

Series

A

Mandatory

Convertible

Preferred

Stock

at

a

public

offering

price

of

$50

per

share,

and

167,500,000

Series

B

depositary

shares,

each

representing

a

1/20th

interest

in

a

share

of

newly

issued

6.25%

Series

B

Mandatory

Convertible

Preferred

Stock

at

a

public

offering

price

of

$50

per

share.

Alphabet

has

granted

to

the

underwriters

of

the

Class

A

Common

Stock

and

Class

C

Capital

Stock

offerings

30-day

over-allotment

options

to

purchase

up

to

3,818,953

additional

shares

of

Class

A

Common

Stock

and

up

to

3,818,953

additional

shares

of

Class

C

Capital

Stock.

Alphabet

has

granted

the

underwriters

of

each

of

its

depositary

share

offerings

over-allotment

options

to

purchase

up

to

an

aggregate

total

of

50,000,000

additional

depositary

shares,

split

evenly

between

the

two

series,

within

a

13-day

period

beginning

on,

and

including,

the

date

Alphabet

first

issues

the

depositary

shares.

The

Class

A

Common

Stock

and

Class

C

Capital

Stock

offering

was

upsized

to

$18

billion

from

the

previously

announced

offering

size

of

$15

billion.

The

depositary

share

offerings

were

upsized

to

$16.75

billion

from

the

previously

announced

offering

size

of

$15

billion.

The

offering

of

Class

A

Common

Stock

and

Class

C

Capital

Stock

is

expected

to

close

on

June

4,

2026

and

the

offerings

of

depositary

shares

are

expected

to

close

on

June

5,

2026,

subject

to

customary

closing

conditions.

Closing

of

the

underwritten

depositary

share

offerings

are

not

conditioned

upon

the

underwritten

stock

offering

or

any

sales

under

the

ATM

program,

and

the

underwritten

stock

offering

is

not

conditioned

upon

the

underwritten

depositary

share

offerings

or

any

sales

under

the

ATM

program,

and

sales

under

the

ATM

program

are

not

conditioned

upon

the

underwritten

offerings.

Sales

under

the

ATM

program

are

not

expected

to

commence

until

the

third

quarter

of

2026,

subject

to

market

conditions

and

other

factors.

The

net

proceeds

from

the

offering

of

Class

A

Common

Stock

and

Class

C

Capital

Stock

will

be

approximately

$17.8

billion

(assuming

the

underwriters

of

that

offering

do

not

exercise

their

over-allotment

options

to

purchase

additional

shares),

after

deducting

underwriting

discounts

and

estimated

offering

expenses

payable

by

Alphabet.

The

net

proceeds

from

the

offerings

of

depositary

shares

will

be

approximately

$16.6

billion

(assuming

the

underwriters

of

those

offerings

do

not

exercise

their

over-allotment

options

to

purchase

additional

shares),

after

deducting

underwriting

discounts

and

estimated

offering

expenses

payable

by

Alphabet.

Alphabet

intends

to

use

the

net

proceeds

from

the

concurrent

underwritten

offerings

and

the

private

placement

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

described

below.

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

employee

equity

grants.


Terms

of

Depositary

Shares

and

Underlying

Mandatory

Convertible

Preferred

Stock

Each

depositary

share

of

each

series

will

represent

a

1/20th

interest

in

a

share

of

the

corresponding

series

of

preferred

stock.

Holders

of

the

depositary

shares

will

be

entitled

to

a

proportional

fractional

interest

in

the

rights

and

preferences

of

the

preferred

stock

of

the

corresponding

series,

including

conversion,

dividend,

liquidation

and

voting

rights,

subject

to

the

provisions

of

the

applicable

deposit

agreement.

The

shares

of

Series

A

Mandatory

Convertible

Preferred

Stock

will

accumulate

dividends

at

a

rate

per

annum

equal

to

6.25%

on

the

liquidation

preference

thereof,

which

is

$1,000

per

share,

payable

in

cash

or,

subject

to

certain

limitations,

by

delivery

of

shares

of

Class

A

Common

Stock

or

through

any

combination

of

cash

and

shares

of

Class

A

Common

Stock,

as

determined

by

Alphabet’s

board

of

directors

(or

an

authorized

committee

thereof)

in

its

sole

discretion.

Declared

dividends

on

the

Series

A

Mandatory

Convertible

Preferred

Stock

will

be

payable

quarterly

on

February

15,

May

15,

August

15

and

November

15

of

each

year

to,

and

including,

May

15,

2029,

commencing

on,

and

including,

August

15,

2026.

Unless

earlier

converted,

each

share

of

Series

A

Mandatory

Convertible

Preferred

Stock

will

automatically

convert

on

the

second

business

day

immediately

following

the

last

trading

day

of

the

final

averaging

period

into

between

2.2520

and

2.8160 shares

of

Class

A

Common

Stock

(and,

correspondingly,

each

Series

A

depositary

share

will

automatically

convert

into

between

0.1126

and

0.1408

shares

of

Class

A

Common

Stock),

subject

to

customary

anti-dilution

adjustments,

determined

based

on

the

volume-weighted

average

price

of

the

Class

A

Common

Stock

over

the

20

consecutive

trading

day

period

beginning

on,

and

including,

the

21st

scheduled

trading

day

prior

to

May

15,

2029.

Other

than

during

a

fundamental

change

conversion

period

(as

defined

in

the

prospectus

supplement

relating

to

the

offering),

at

any

time

prior

to

May

15,

2029
,

a

holder

of

20

Series

A

depositary

shares

may

cause

the

bank

depositary

to

convert

one

share

of

preferred

stock

of

the

corresponding

series,

on

such

holder’s

behalf,

into

a

number

of

shares

of

Class

A

Common

Stock

equal

to

the

minimum

conversion

rate

of

2.2520,

subject

to

certain

anti-dilution

and

other

adjustments.

The

shares

of

Series

B

Mandatory

Convertible

Preferred

Stock

will

accumulate

dividends

at

a

rate

per

annum

equal

to

6.25%

on

the

liquidation

preference

thereof,

which

is

$1,000

per

share,

payable

in

cash

or,

subject

to

certain

limitations,

by

delivery

of

shares

of

Class

C

Capital

Stock

or

through

any

combination

of

cash

and

shares

of

Class

C

Capital

Stock,

as

determined

by

Alphabet’s

board

of

directors

(or

an

authorized

committee

thereof)

in

its

sole

discretion.

Declared

dividends

on

the

Series

B

Mandatory

Convertible

Preferred

Stock

will

be

payable

quarterly

on

February

15,

May

15,

August

15

and

November

15

of

each

year

to,

and

including,

May

15,

2029,

commencing

on,

and

including,

August

15,

2026.

Unless

earlier

converted,

each

share

of

Series

B

Mandatory

Convertible

Preferred

Stock

will

automatically

convert

on

the

second

business

day

immediately

following

the

last

trading

day

of

the

final

averaging

period

into

between

2.2740

and

2.8420 shares

of

Class

C

Capital

Stock

(and,

correspondingly,

each

Series

B

depositary

share

will

automatically

convert

into

between

0.1137

and

0.1421

shares

of

Class

C

Capital

Stock),

subject

to

customary

anti-dilution

adjustments,

determined

based

on

the

volume-weighted

average

price

of

the

Class

C

Capital

Stock

over

the

20

consecutive

trading

day

period

beginning

on,

and

including,

the

21st

scheduled

trading

day

prior

to

May

15,

2029.

Other

than

during

a

fundamental

change

conversion

period

(as

defined

in

the

prospectus

supplement

relating

to

the

offering),

at

any

time

prior

to

May

15,

2029
,

a

holder

of

20

Series

B

depositary

shares

may

cause

the

bank

depositary

to

convert

one

share

of

preferred

stock

of

the

corresponding

series,

on

such

holder’s

behalf,

into

a

number

of

shares

of

Class

C

Capital

Stock

equal

to

the

minimum

conversion

rate

of

2.2740,

subject

to

certain

anti-dilution

and

other

adjustments.

Currently,

there

is

no

public

market

for

the

depositary

shares

or

the

preferred

stock

of

either

series.

Alphabet

has

applied

to

list

each

series

of

the

depositary

shares

on

The

Nasdaq

Global

Select

Market

under

the

symbols

“GOOGM”

and

“GOOGN.”

Capped

Call

Transactions

In

connection

with

the

pricing

of

each

offering

of

depositary

shares

representing

mandatory

convertible

preferred

stock,

Alphabet

has

entered

into

privately

negotiated

capped

call

transactions

with

one

or

more

option

counterparties

comprising

one

or

more

of

the

underwriters

of

the

depositary

share

offerings

and/or

their

respective

affiliates

and/or

other

financial

institutions.

The

capped

call

transactions

will

cover,

subject

to

customary

anti-dilution

adjustments,

the

number

of

shares

of

Class

A

Common

Stock

and

Class

C

Capital

Stock

underlying

the

preferred

stock

sold

in

the

depositary

share

offerings,

based

on

the

respective

minimum

conversion

rates

of

each

series

of

the

preferred

stock.

The

cap

price

of

the

capped

call

transactions

relating

to

the

depositary

shares

representing

the

Series

A

Mandatory

Convertible

Preferred

Stock

is

initially

$532.6704

per

share

of

the

Class

A

Common

Stock,

which

represents

a

premium

of

approximately

50.0%

over

the

public

offering

price

of

the

Class

A

Common

Stock

in

Alphabet’s

concurrently

priced

registered

public

offering

of

Class

A

Common

Stock.

The

cap

price

of

the

capped

call

transactions

relating

to

the

depositary

shares

representing

the

Series

B

Mandatory

Convertible

Preferred

Stock

is

initially

$527.7974

per

share

of

the

Class

C

Capital

Stock,

which

represents

a

premium

of

approximately

50.0%

over

the

public

offering

price

of

the

Class

C

Capital

Stock

in

Alphabet’s

concurrently

priced

registered

public

offering

of

Class

C

Capital

Stock.

Each

cap

price

will

be

subject

to

certain

adjustments

under

the

terms

of

the

relevant

capped

call

transactions.

The

capped

call

transactions

are

generally

expected

to

reduce

potential

dilution

to

Alphabet’s

Class

A

Common

Stock

or

Class

C

Capital

Stock,

as

applicable,

upon

conversion

of

the

relevant

series

of

preferred

stock,

with

such

reduction

subject

to

a

cap.

If

the

underwriters

of

either

series

of

depositary

shares

exercise

their

over-allotment

option

to

purchase

additional

depositary

shares,

Alphabet

expects

to

enter

into

additional

capped

call

transactions

with

the

relevant

option

counterparties.

Alphabet

has

been

advised

that,

in

connection

with

establishing

their

initial

hedges

of

the

capped

call

transactions,

the

option

counterparties

and/or

their

respective

affiliates

expect

to

enter

into

various

derivative

transactions

with

respect

to

the

Class

A

Common

Stock

and

the

Class

C

Capital

Stock

concurrently

with

or

shortly

after

the

pricing

of

the

depositary

shares.

These

activities

could

increase

(or

reduce

the

size

of

any

decrease

in)

the

market

price

of

the

Class

A

Common

Stock,

the

Class

C

Capital

Stock

or

the

depositary

shares

at

that

time.

In

addition,

Alphabet

has

been

advised

that

the

option

counterparties

and/or

their

respective

affiliates

may

modify

their

hedge

positions

by

entering

into

and/or

unwinding

various

derivative

transactions

with

respect

to

the

Class

A

Common

Stock

or

the

Class

C

Capital

Stock

and/or

by

purchasing

or

selling

the

Class

A

Common

Stock

and/or

Class

C

Capital

Stock,

and/or

other

securities

of

Alphabet

in

secondary

market

transactions

following

the

pricing

of

the

depositary

shares

and

prior

to

the

mandatory

conversion

date

of

the

relevant

series

of

preferred

stock

(and

are

likely

to

do

so

during

the

final

averaging

period

relating

to

the

mandatory

conversion

of

the

relevant

series

of

preferred

stock

and,

to

the

extent

Alphabet

unwinds

a

corresponding

portion

of

the

capped

call

transactions

in

connection

with

an

early

conversion

of

the

relevant

series

of

preferred

stock

or

repurchase

of

the

relevant

depositary

shares,

following

any

such

early

conversion

or

repurchase).

This

activity

could

also

cause

or

avoid

an

increase

or

a

decrease

in

the

market

price

of

the

Class

A

Common

Stock,

the

Class

C

Capital

Stock

or

the

depositary

shares

and

could

affect

the

value

of

the

shares

of

Class

A

Common

Stock

or

Class

C

Capital

Stock,

as

applicable,

that

holders

will

receive

upon

conversion

of

the

preferred

stock

and,

to

the

extent

the

activity

occurs

during

the

final

averaging

period

relating

to

the

mandatory

conversion

of

the

preferred

stock,

it

could

also

affect

the

number

of

shares

of

Class

A

Common

Stock

or

Class

C

Capital

Stock,

as

applicable,

that

holders

will

receive

upon

conversion.

Underwriters

Goldman

Sachs

&

Co.

LLC,

J.P.

Morgan,

and

Morgan

Stanley

are

acting

as

lead

joint

book-running

managers

for

the

underwritten

Class

A

Common

Stock

and

Class

C

Capital

Stock

offerings.

BofA

Securities,

Citigroup,

Deutsche

Bank

Securities,

HSBC,

Wells

Fargo

Securities,

Barclays,

BNP

Paribas,

BTIG,

Credit

Agricole

CIB,

Mizuho,

RBC

Capital

Markets,

Societe

Generale

and

TD

Securities

are

also

acting

as

joint

book-running

managers.

Academy

Securities,

BBVA,

COMMERZBANK,

ING,

MUFG,

Santander,

Scotiabank,

Bancroft

Capital,

Blaylock

Van,

LLC,

Cabrera

Capital

Markets

LLC,

Guzman

&

Company,

Loop

Capital

Markets,

Mischler

Financial

Group,

Inc.,

Siebert

Williams

Shank

and

Telsey

Advisory

Group

are

acting

as

co-managers.

Goldman

Sachs

&

Co.

LLC,

J.P.

Morgan,

and

Morgan

Stanley

are

acting

as

lead

joint

book-running

managers

for

the

underwritten

depositary

shares

offerings.

BofA

Securities,

Citigroup,

Deutsche

Bank

Securities,

HSBC,

Wells

Fargo

Securities,

Barclays,

BNP

Paribas,

BTIG,

Credit

Agricole

CIB,

Mizuho,

RBC

Capital

Markets,

Societe

Generale

and

TD

Securities

are

also

acting

as

joint

book-running

managers.

Academy

Securities,

BBVA,

COMMERZBANK,

ING,

MUFG,

NatWest,

Santander,

Scotiabank,

Standard

Chartered

Bank,

Bancroft

Capital,

Blaylock

Van,

LLC,

Cabrera

Capital

Markets

LLC,

Guzman

&

Company,

Loop

Capital

Markets,

Mischler

Financial

Group,

Inc.,

Siebert

Williams

Shank

and

Telsey

Advisory

Group

are

acting

as

co-managers.

Registration

Statement

and

Prospectus

Alphabet

has

filed

a

registration

statement

on

Form

S-3

(including

a

prospectus)

with

the

Securities

and

Exchange

Commission

for

the

offerings

to

which

this

communication

relates.

Before

you

invest,

you

should

read

the

prospectus

in

that

registration

statement

and

other

documents

Alphabet

has

filed

with

the

SEC

for

more

complete

information

about

Alphabet,

these

offerings

and

the

ATM

program.

Each

concurrent

offering

and

any

sales

of

stock

under

the

ATM

program

may

be

made

only

by

means

of

a

prospectus

supplement

and

accompanying

prospectus.

Copies

of

the

registration

statement,

preliminary

prospectus

supplements

and

accompanying

prospectuses

related

to

the

concurrent

offerings

and

of

the

prospectus

supplement

related

to

the

ATM

program

can

be

obtained

by

visiting

the

SEC’s

website

at

http://www.sec.gov

or

by

contacting

Goldman

Sachs

&

Co.

LLC,

Attention:

Prospectus

Department,

200

West

Street,

New

York,

NY

10282,

by

telephone

at

1-866-471-2526

or

by

email

at

prospectus-ny@ny.email.gs.com;

J.P.

Morgan

Securities

LLC,

c/o

Broadridge

Financial

Solutions,

1155

Long

Island

Avenue,

Edgewood,

NY

11717,

or

by

email

at

prospectus-eq_fi@jpmchase.com;

or

Morgan

Stanley

&

Co.

LLC,

Attention:

Prospectus

Department,

180

Varick

Street,

2nd

Floor,

New

York,

NY

10014,

or

by

email

at

prospectus@morganstanley.com.

This

press

release

does

not

constitute

an

offer

to

sell

or

a

solicitation

of

an

offer

to

buy

these

securities,

nor

any

securities

issuable

upon

conversion

of

these

securities,

nor

does

it

constitute

an

offer,

solicitation

or

sale

of

these

securities,

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

the

registration

and

qualification

under

the

securities

laws

of

such

state

or

jurisdiction.

About

Alphabet

Inc.

Alphabet

is

a

collection

of

companies,

the

largest

of

which

is

Google.

Larry

Page

and

Sergey

Brin

founded

Google

in

September

1998

and

the

company

is

headquartered

in

Mountain

View,

Calif.

Billions

of

people

use

its

wide

range

of

popular

products

and

platforms

each

day,

like

Search,

Ads,

Chrome,

Cloud,

YouTube

and

Android.

Forward-Looking

Statements

This

press

release

contains

forward-looking

statements

that

involve

risks

and

uncertainties.

Examples

of

forward-looking

statements

include

statements

relating

to

the

offerings

of

Class

A

Common

Stock,

Class

C

Capital

Stock,

preferred

stock

and

depositary

shares,

expected

sales

under

the

ATM

Program,

and

the

anticipated

use

of

the

net

proceeds

therefrom,

and

the

timing

and

extent

of

Alphabet’s

use

of

the

ATM

program,

as

well

as

any

other

statement

that

does

not

directly

relate

to

any

historical

or

current

fact.

Actual

results

may

differ

materially

from

the

results

predicted,

and

reported

results

should

not

be

considered

as

an

indication

of

future

performance.

The

potential

risks

and

uncertainties

that

could

cause

actual

results

to

differ

from

the

results

predicted

include,

among

others,

those

risks

and

uncertainties

included

under

the

captions

“Risk

Factors”

and

“Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations”

in

Alphabet’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2025,

and

in

its

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

March

31,

2026,

which

are

on

file

with

the

SEC

and

are

available

on

its

investor

relations

website

at

http://abc.xyz/investor

and

on

the

SEC

website

at

www.sec.gov.

Additional

information

may

be

set

forth

in

other

reports

and

filings

the

Company

makes

with

the

SEC.

All

information

provided

in

this

press

release

is

as

of

the

date

hereof.

Undue

reliance

should

not

be

placed

on

the

forward-looking

statements

in

this

press

release,

which

are

based

on

information

available

to

us

on

the

date

hereof.

Alphabet

undertakes

no

duty

to

update

this

information

unless

required

by

law.

Contact

Investor

Relations:

investor-relations@abc.xyz

Media:

press@abc.xyz