# Alphabet Inc. (GOOGL) — Recent Events

## Filings that contain financial statements

The following 8-K filings furnish Alphabet's quarterly earnings press release as Exhibit 99.1, which includes condensed consolidated income statements, balance sheets, and cash flow statements for the periods indicated. Readers tracing quarterly figures to source documents should look here first, since Alphabet's own 10-Q/10-K may reflect a different reporting cut for the same period.

| Accession | Period covered | Filed | Statements furnished |
|---|---|---|---|
| 0001652044-25-000087 | Quarter ended September 30, 2025 | 2025-10-29 | Income statement, balance sheet, cash flow statement |
| 0001652044-26-000012 | Quarter and fiscal year ended December 31, 2025 | 2026-02-04 | Income statement, balance sheet, cash flow statement |
| 0001652044-26-000043 | Quarter ended March 31, 2026 | 2026-04-29 | Income statement, balance sheet, cash flow statement |
| 0001652044-26-000066 | Quarter ended June 30, 2026 | 2026-07-22 | Income statement, balance sheet, cash flow statement |

## Earnings and guidance

- **Q3 2025 (accession 0001652044-25-000087, filed 2025-10-29):** Revenue $102.3 billion, up 16% year over year — Alphabet's first-ever $100 billion quarter. Google Cloud revenue up 34% to $15.2 billion. Operating margin was 30.5% GAAP, but included a $3.5 billion charge tied to a European Commission fine; excluding that charge, operating margin was 33.9%. Net income up 33%, EPS $2.87 (up 35%), aided by a $12.8 billion net gain in other income from unrealized gains on non-marketable equity securities. Full-year 2025 capital-expenditure guidance was raised to a range of $91–93 billion.

- **Q4 and full-year 2025 (accession 0001652044-26-000012, filed 2026-02-04):** Q4 revenue $113.8 billion, up 18%. Full-year 2025 revenue exceeded $400 billion for the first time. Google Cloud Q4 revenue up 48% to $17.7 billion. Operating margin 31.6%, which included a $2.1 billion employee compensation charge tied to Waymo. Net income up 30%, EPS $2.82 (up 31%). Management guided 2026 capital expenditures to a range of $175–185 billion, citing customer demand for AI infrastructure.

- **Q1 2026 (accession 0001652044-26-000043, filed 2026-04-29):** Revenue $109.9 billion, up 22% — an 11th consecutive quarter of double-digit growth. Google Cloud revenue accelerated to 63% growth, reaching $20.0 billion, with cloud backlog nearly doubling quarter over quarter to more than $460 billion. Operating margin expanded 2 points to 36.1%. Other income included a $37.7 billion net gain from unrealized gains on non-marketable equity securities. Net income up 81%, EPS $5.11 (up 82%). The board approved a 5% dividend increase, to a quarterly cash dividend of $0.22 per share.

- **Q2 2026 (accession 0001652044-26-000066, filed 2026-07-22):** Revenue $119.8 billion, up 24% — a 12th consecutive quarter of double-digit growth. Google Cloud revenue accelerated further to 82% growth, reaching $24.8 billion. Operating margin expanded 2 points to 34%. Other income included a $98.0 billion net gain, again primarily unrealized gains on equity securities holdings — a non-operating item that drove most of the reported profit increase. Net income available to common stockholders up 298%, EPS $9.11 (up 294%). Quarterly capital expenditures rose to $44.9 billion against quarterly operating cash flow of $39.1 billion, producing negative free cash flow of $5.9 billion for the quarter. On a trailing-twelve-month basis, capital expenditures reached $132.4 billion, but trailing-twelve-month operating cash flow of $185.7 billion kept trailing-twelve-month free cash flow positive at $53.3 billion. The step-up in quarterly capital expenditures reflects the scale-up in AI infrastructure spending, which was partly funded by capital raised in June 2026 (see below).

## Capital-markets activity

**Equity and preferred stock raise (June 2026) — funding AI infrastructure buildout:**
- On June 1, 2026, Alphabet entered an equity distribution agreement permitting sales of up to $40 billion of Class A and Class C stock through an at-the-market program (accession 0001193125-26-257724, Item 1.01).
- On June 2, 2026, Alphabet priced and agreed to sell 25,459,689 shares of Class A Common Stock at $355.1982/share and 25,459,689 shares of Class C Capital Stock at $351.8018/share; underwriters' over-allotment options for an additional 3,818,953 shares of each class were exercised in full on June 3, 2026 (accession 0001193125-26-257724, Item 8.01).
- Concurrently, on June 1, 2026, Alphabet agreed to sell 14,212,035 shares of Class A Common Stock (~$351.81/share) and 14,359,656 shares of Class C Capital Stock (~$348.20/share) directly to an affiliate of Berkshire Hathaway Inc. in a private placement, for gross proceeds of $10 billion (accession 0001193125-26-257724, Item 8.01).
- On June 2, 2026, Alphabet also priced two mandatory convertible preferred stock offerings — 6.25% Series A and 6.25% Series B Preferred Stock, each represented by depositary shares — selling 167,500,000 depositary shares of each series plus full exercise of a 25,000,000-share over-allotment option per series; both offerings closed June 5, 2026 (accession 0001193125-26-259830, Item 1.01).
- Per the Q2 2026 earnings release, the combined Class A/Class C stock and mandatory convertible preferred stock offerings raised aggregate net proceeds of $49.6 billion, earmarked for general corporate purposes including capital expenditures to scale AI infrastructure and global compute.

**Senior notes offerings (debt-financed capex/general corporate purposes):**
- November 6, 2025 (accession 0001193125-25-269979): Closed $17.5 billion of U.S. dollar notes and €6.5 billion of euro notes.
- February 13, 2026 (accession 0001193125-26-051423): Closed $20 billion of U.S. dollar notes and £5.5 billion of Sterling notes.
- May 11, 2026 (accession 0001193125-26-216986): Closed €9 billion of euro notes and C$9.5 billion of Canadian-dollar notes.
- May 21, 2026 (accession 0001193125-26-234488): Closed ¥576.9 billion of Japanese yen notes.

**Dividend:** Board approved a 5% increase to the quarterly dividend, to $0.22 per share, announced with Q1 2026 earnings (accession 0001652044-26-000043).

## Governance and management

- **2026 Annual Meeting (held June 5, 2026; results filed June 11, 2026, accession 0001193125-26-267578):** Shareholders re-elected the full slate of director nominees (including Larry Page, Sergey Brin, and Sundar Pichai), ratified Ernst & Young LLP as auditor, approved an amendment to the 2021 Stock Plan increasing the share reserve by 200,000,000 shares of Class C capital stock, and approved (on an advisory, "say-on-pay" basis) named-executive-officer compensation. Two shareholder proposals — for enhanced climate-goal disclosure and for a report on water usage tied to AI development — were not approved.
- **CEO compensation (March 4, 2026, accession 0001652044-26-000026):** The board's compensation committee approved a triennial equity award for CEO Sundar Pichai: two tranches of performance stock units with a combined target value of $126 million tied to relative total shareholder return, $84 million in time-based restricted stock units, and separate performance-based unit grants tied to Waymo LLC (target value ~$130 million) and Wing Aviation LLC (target value ~$45 million), which settle in Waymo/Wing common units based on those units' internal valuation growth. Mr. Pichai's base salary remains unchanged at $2,000,000 and he remains ineligible for an annual bonus.
- **Executive equity awards (April 7–10, 2026, accession 0001652044-26-000034):** The compensation committee approved performance and restricted stock unit awards for CFO Anat Ashkenazi, President and Chief Investment Officer Ruth Porat, Chief Business Officer Philipp Schindler, and Chief Legal Officer Kent Walker, including transitional grants tied to the phase-out of the SVP bonus program.
- **Principal Accounting Officer changes:** Amie Thuener O'Toole resigned as Vice President, Corporate Controller and Principal Accounting Officer effective April 9, 2026, with no disagreement noted (accession 0001652044-26-000031, filed 2026-04-02). Marsida Saraci, previously Vice President, Finance – Deputy Controller, was appointed Principal Accounting Officer effective June 5, 2026 (accession 0001652044-26-000059).

## M&A and legal matters disclosed outside of Form 8-K

Alphabet has not disclosed any merger, acquisition, or divestiture on Form 8-K in this window. However, its Form 10-Q for the quarter ended June 30, 2026 (accession 0001652044-26-000071, filed 2026-07-23) discloses two acquisitions that closed inside the period and one pending transaction:

- **Wiz:** Closed March 11, 2026 for $29.5 billion after purchase price adjustments; results are reported within the Google Cloud segment.
- **Intersect:** A renewable energy developer, closed March 10, 2026 for $5.9 billion.
- **GFiber:** In March 2026, Alphabet entered a definitive agreement to contribute its GFiber ownership interest to a newly formed entity in exchange for $1.5 billion cash, a $2.0 billion note receivable, and a 49.99% equity interest in the new entity; the transaction is expected to close in late 2026.

The same Form 10-Q discloses two separate European Commission proceedings against Google, plus one other legal outcome, whose July 2026 developments are not reflected in any Form 8-K:

- **European Commission / advertising technology (self-preferencing):** This is the matter behind the $3.5 billion charge in the Q3 2025 earnings release, tied to a September 2025 EC decision imposing a €3.0 billion fine. Google appealed in November 2025, and that appeal remains pending; Alphabet has posted bank guarantees in lieu of paying the fine in cash.
- **European Commission / Android (2018 decision):** A separate, older matter. On July 2, 2026, the European Court of Justice denied Google's appeal, making the European Commission's 2018 decision (a €4.3 billion fine, reduced to €4.1 billion) final. In July 2026, Alphabet paid $5.2 billion in cash (fine plus interest), an amount it had previously accrued.
- **PriceRunner:** In July 2026, the Stockholm Patent and Market Court issued a decision in an action brought by PriceRunner (a Klarna subsidiary); Alphabet accrued $2.1 billion related to this matter in the second quarter of 2026 and has appealed the decision.