Short answer
Alphabet Inc (GOOGL) filed an 8-K current report with the SEC on June 5, 2026 reporting Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 1.01 (Entry into a Material Definitive Agreement), Item 3.03 (Material Modification to Rights of Security Holders). Alphabet issued 167.5M Series A and 167.5M Series B depositary shares, each representing 1/20th of $1,000 liquidation-preference preferred stock.
Alphabet Inc 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Alphabet issued 167.5M Series A and 167.5M Series B depositary shares, each representing 1/20th of $1,000 liquidation-preference preferred stock
- Preferred shares carry 6.25% mandatory dividends, creating significant recurring obligations ahead of common shareholders
- Underwriters exercised both 25M-share over-allotment options, expanding total depositary shares issued to 192.5M per series
- Series A converts into Class A common stock and Series B into Class C stock, potentially diluting shareholders
- Capped calls target conversion dilution, with initial caps of $532.6704 for Class A and $527.7974 for Class C shares
Item 3.03 · Material Modification to Rights of Security Holders
- New Series A and B Preferred Stock rights became effective June 4, 2026 through filed Delaware Certificates of Designations
- 6.25% cumulative dividend on each series’ $1,000 liquidation preference, payable quarterly beginning August 15, 2026
- Unpaid preferred dividends restrict dividends, buybacks, and other distributions on common and junior stock
- Mandatory conversion around May 15, 2029 into Class A or Class C shares at stated conversion ranges
- $1,000-per-share liquidation priority plus accrued dividends ahead of common shareholders, increasing senior claims on assets
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- New 6.25% Series A and Series B mandatory convertible preferred stock designations effective June 4, 2026
- Preferred issuance supported by deposit agreements, depositary shares, and capped call transactions
- Mandatory conversion creates potential future equity dilution for Alphabet common shareholders
- Capped calls may limit dilution within specified transaction terms, detailed in Exhibits 10.1 and 10.2
- CFO Anat Ashkenazi signed the filing on June 5, 2026
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