SEC Form 8-A12B filed by Alphabet Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Alphabet Inc.

(Exact name of registrant as specified in its charter)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐ 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-296395

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are Alphabet Inc.’s (the “Company”) (i) Series A Depositary Shares, each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share and liquidation preference $1,000 per share (the “Series A Mandatory Convertible Preferred Stock”), and (ii) Series B Depositary Shares, each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share and liquidation preference $1,000 per share (the “Series B Mandatory Convertible Preferred Stock” and, together with the Series A Mandatory Convertible Preferred Stock, the “Mandatory Convertible Preferred Stock”).

The descriptions of the terms of the Series A Depositary Shares and the underlying Series A Mandatory Convertible Preferred Stock set forth under the headings (i) “Description of Capital Stock” and “Description of Depositary Shares” in the prospectus dated June 1, 2026 (the “Prospectus”), forming a part of the Company’s registration statement on Form S-3 (File No. 333-296395) (the “Registration Statement”), filed under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) “Description of Series A Depositary Shares” and “Description of Series A Mandatory Convertible Preferred Stock,” respectively, in the Company’s prospectus supplement, dated June 2, 2026, to the Prospectus, are hereby incorporated herein by reference.

The descriptions of the terms of the Series B Depositary Shares and the underlying Series B Mandatory Convertible Preferred Stock set forth under the headings (i) “Description of Capital Stock” and “Description of Depositary Shares” in the Prospectus, forming a part of the Registration Statement, filed under the Securities Act, and (ii) “Description of Series B Depositary Shares” and “Description of Series B Mandatory Convertible Preferred Stock,” respectively, in the Company’s prospectus supplement, dated June 2, 2026, to the Prospectus, are hereby incorporated herein by reference.

Item 2. Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.