AI brief of an SEC Form 8-K · Alphabet Inc. (Class A) (GOOGL)

Alphabet sells 6.25% mandatory convertible preferred in two offerings, closes June 5

Neutral Impact 4 of 5 financing Written later

Alphabet sold two series of mandatory convertible preferred stock through depositary shares, with the offerings closing on June 5, 2026. The preferred pays a 6.25% dividend and converts into Class A or Class C common stock around May 15, 2029, which could add new shares to the count, while dividends on common stock are restricted until accumulated preferred dividends are paid.

Key points

  • Series A and Series B each had 167.5 million depositary shares sold, plus up to 25 million additional shares per series under over-allotment options that underwriters exercised in full on June 3, 2026.
  • Each depositary share is a 1/20th interest in a preferred share with a $1,000 liquidation preference; dividends are 6.25% per year, payable quarterly from August 15, 2026 through May 15, 2029.
  • Preferred shares convert on or about May 15, 2029 into between 2.2520 and 2.8160 Class A shares (Series A) and between 2.2740 and 2.8420 Class C shares (Series B), subject to adjustments.
  • While preferred stock is outstanding, no common stock dividends or buybacks are allowed unless accumulated preferred dividends have been paid; capped call cap prices are $532.6704 (Series A) and $527.7974 (Series B).

The filing

CompanyAlphabet Inc. (Class A) (GOOGL)
Form8-K, current report
Filed with the SECJun 5, 2026, 4:52 PM ET
Accession number0001193125-26-259830

Items reported: 1.01 Material Definitive Agreement3.03 Change to Shareholder Rights5.03 Bylaw / Charter Amendment

Read the filing on SEC.gov ↗

Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 2:16 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 05, 2026.

Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.