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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 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Alphabet Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   61-1767919
(State or Other Jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of Principal Executive Offices)

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

 

Title of each class

to be so registered

 

Name of each exchange on which

 each class is to be registered 

2.375% Senior Notes due 2028

2.875% Senior Notes due 2031

 

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

3.125% Senior Notes due 2034

3.500% Senior Notes due 2038

4.000% Senior Notes due 2044

 

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

4.375% Senior Notes due 2064   The Nasdaq Stock Market LLC

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), 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), check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-286752

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”) 2.375% Senior Notes due 2028, 2.875% Senior Notes due 2031, 3.125% Senior Notes due 2034, 3.500% Senior Notes due 2038, 4.000% Senior Notes due 2044 and 4.375% Senior Notes due 2064 (collectively, the “Notes”). The description of the Notes is contained in the Company’s Prospectus, dated April 25, 2025, included in the Company’s registration statement on Form S-3 (File No. 333-286752) under the caption “Description of Debt Securities” and the Company’s Prospectus Supplement with respect to the Notes, dated November 3, 2025 and filed on November 5, 2025, under the caption “Description of the Notes,” and those sections are incorporated herein by reference.


Item 2. Exhibits.

 

Exhibit
No.
  

Description

4.1    Indenture, dated February  12, 2016, between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 of Alphabet Inc.’s Registration Statement on Form S-3 filed on February 12, 2016 (File No. 333-209510)). 
4.2    Form of Global Note representing the Registrant’s 2.375% notes due 2028 (incorporated by reference to Exhibit 4.2 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).
4.3    Form of Global Note representing the Registrant’s 2.875% notes due 2031 (incorporated by reference to Exhibit 4.3 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).
4.4    Form of Global Note representing the Registrant’s 3.125% notes due 2034 (incorporated by reference to Exhibit 4.4 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).
4.5    Form of Global Note representing the Registrant’s 3.500% notes due 2038 (incorporated by reference to Exhibit 4.5 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).
4.6    Form of Global Note representing the Registrant’s 4.000% notes due 2044 (incorporated by reference to Exhibit 4.6 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).
4.7    Form of Global Note representing the Registrant’s 4.375% notes due 2064 (incorporated by reference to Exhibit 4.7 of Alphabet Inc.’s Current Report on Form 8-K (File no. 001-37580), filed November 6, 2025).


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.

 

  Alphabet Inc.
Date: November 21, 2025   By:  

/s/ Anat Ashkenazi

    Anat Ashkenazi
    Senior Vice President and Chief Financial Officer