UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Alphabet Inc. Sterling and U.S. Dollar Senior Notes Offering
On February 13, 2026, Alphabet Inc. (“Alphabet”) closed its concurrent underwritten public offerings of $20 billion aggregate principal amount of U.S. dollar-denominated senior notes (the “U.S. Notes”) and £5.5 billion aggregate principal amount of Sterling-denominated senior notes (the “Sterling Notes” and, collectively with the U.S. Notes, the “Notes”) pursuant to Alphabet’s registration statement on Form S-3 (File No. 333-286752). The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of February 12, 2016, between Alphabet and The Bank of New York Mellon Trust Company, N.A., as trustee.
The Sterling Notes consist of £750,000,000 aggregate principal amount of 4.125% notes due 2029, £1,250,000,000 aggregate principal amount of 4.625% notes due 2032, £1,250,000,000 aggregate principal amount of 5.500% notes due 2041, £1,250,000,000 aggregate principal amount of 5.875% notes due 2058 and £1,000,000,000 aggregate principal amount of 6.125% notes due 2126.
The U.S. Notes consist of $2,500,000,000 aggregate principal amount of 3.700% notes due 2029, $3,000,000,000 aggregate principal amount of 4.100% notes due 2031, $3,000,000,000 aggregate principal amount of 4.400% notes due 2033, $4,250,000,000 aggregate principal amount of 4.800% notes due 2036, $1,500,000,000 aggregate principal amount of 5.500% notes due 2046, $4,000,000,000 aggregate principal amount of 5.650% notes due 2056 and $1,750,000,000 aggregate principal amount of 5.750% notes due 2066.
The foregoing description of the Indenture is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing descriptions of the Notes is qualified in its entirety by reference to the full text of the respective forms of the Notes filed as Exhibits 4.2-4.13 hereto and each is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALPHABET INC. | ||||||
| Date: February 13, 2026 | /s/ Anat Ashkenazi | |||||
| Anat Ashkenazi | ||||||
| Senior Vice President, Chief Financial Officer | ||||||