{"filing":{"accession_number":"0001193125-26-259830","cik":"0001652044","ticker":"GOOG","company_name":"Alphabet Inc.","form":"8-K","filing_date":"2026-06-05","report_date":null,"primary_document":"d36818d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1652044/000119312526259830/d36818d8k.htm"},"events":[{"id":3874,"run_id":3398,"accession_number":"0001193125-26-259830","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Alphabet completed a registered public offering of 335 million mandatory convertible preferred depositary shares (167.5 million Series A and 167.5 million Series B), with underwriters exercising over-allotment options for an additional 50 million shares (25 million of each series), closing on June 5, 2026. The shares will convert to Class A Common Stock and Class C Capital Stock upon maturity, creating significant dilution to existing shareholders. The company also entered into capped call transactions to hedge conversion risk.","company_name":"Alphabet Inc.","ticker":"GOOG","filing_date":"2026-06-05","items":[{"id":4903,"accession_number":"0001193125-26-259830","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Alphabet entered into an underwriting agreement on June 2, 2026 to issue and sell 167.5 million Series A and 167.5 million Series B mandatory convertible preferred stock depositary shares, with underwriters exercising over-allotment options for an additional 25 million shares of each series on June 3, 2026. The offerings closed on June 5, 2026. These mandatory convertible preferred shares will convert to Class A Common Stock and Class C Capital Stock upon maturity, creating significant dilution to existing shareholders. The company also entered into capped call transactions to hedge conversion risk, which is typical for such offerings. This is a material registered public offering of convertible securities that will dilute existing equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3875,"run_id":3398,"accession_number":"0001193125-26-259830","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"Alphabet filed Certificates of Designations establishing Series A and Series B Preferred Stock with material rights modifications, including dividend restrictions on junior stock, mandatory conversion features with price-based conversion rates, and liquidation preferences. These new senior securities establish preferential rights and conversion mechanics affecting the company's capital structure and equity dilution profile.","company_name":"Alphabet Inc.","ticker":"GOOG","filing_date":"2026-06-05","items":[{"id":4904,"accession_number":"0001193125-26-259830","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Alphabet filed Certificates of Designations establishing two series of Preferred Stock (Series A and Series B) with material rights modifications, including dividend restrictions on junior stock, mandatory conversion features with price-based conversion rates, and liquidation preferences. While this is a capital structure change affecting security holder rights, it does not fit neatly into the standard taxonomy categories (not a dilutive issuance per se, not a shareholder vote result, not a covenant breach). The disclosure is material as it establishes new senior securities with preferential rights and conversion mechanics that would affect investor assessment of capital structure and equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4905,"accession_number":"0001193125-26-259830","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.45,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, which are typically routine administrative matters. The section merely incorporates by reference Item 3.03 without providing substantive detail in the excerpt provided. Without visibility into Item 3.03's content, the materiality cannot be definitively assessed, but most bylaw amendments are non-material unless they involve voting rights, board composition, or other governance changes affecting shareholder interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4903,"accession_number":"0001193125-26-259830","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Alphabet entered into an underwriting agreement on June 2, 2026 to issue and sell 167.5 million Series A and 167.5 million Series B mandatory convertible preferred stock depositary shares, with underwriters exercising over-allotment options for an additional 25 million shares of each series on June 3, 2026. The offerings closed on June 5, 2026. These mandatory convertible preferred shares will convert to Class A Common Stock and Class C Capital Stock upon maturity, creating significant dilution to existing shareholders. The company also entered into capped call transactions to hedge conversion risk, which is typical for such offerings. This is a material registered public offering of convertible securities that will dilute existing equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"Alphabet Inc.","ticker":"GOOG","filing_date":"2026-06-05"},{"id":4904,"accession_number":"0001193125-26-259830","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Alphabet filed Certificates of Designations establishing two series of Preferred Stock (Series A and Series B) with material rights modifications, including dividend restrictions on junior stock, mandatory conversion features with price-based conversion rates, and liquidation preferences. While this is a capital structure change affecting security holder rights, it does not fit neatly into the standard taxonomy categories (not a dilutive issuance per se, not a shareholder vote result, not a covenant breach). The disclosure is material as it establishes new senior securities with preferential rights and conversion mechanics that would affect investor assessment of capital structure and equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"Alphabet Inc.","ticker":"GOOG","filing_date":"2026-06-05"},{"id":4905,"accession_number":"0001193125-26-259830","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.45,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, which are typically routine administrative matters. The section merely incorporates by reference Item 3.03 without providing substantive detail in the excerpt provided. Without visibility into Item 3.03's content, the materiality cannot be definitively assessed, but most bylaw amendments are non-material unless they involve voting rights, board composition, or other governance changes affecting shareholder interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T20:54:13.147296+00:00","company_name":"Alphabet Inc.","ticker":"GOOG","filing_date":"2026-06-05"}]}