谷歌-C美股招股说明书(2026-05-05版)

€ Alphabet Inc. % Notes due 20% Notes due 20% Notes due 20% Notes due 20% Notes due 20% Notes due 20 We intend to apply to list each series of the notes on the Nasdaq Bond Exchange (“Nasdaq”). The listing applications will be subject to approval by Nasdaq. Wecurrently expect trading in each series of the notes on Nasdaq to begin within 30 days after the original issue date. If such a listing is obtained, we have noobligation to maintain such listing and we may delist any series of the notes at any time. Currently, there is no public market for any series of the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminaloffense. Table of Contents We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectusand in any related free writing prospectus we prepare or authorize. No person is authorized to give any information or to make anyrepresentation that is different from, or in addition to, those contained or incorporated by reference into this prospectus supplement, theaccompanying prospectus or any related free writing prospectus that we prepare or authorize. If given or made, such information orrepresentations must not be relied upon as having been authorized by us, and we take no responsibility for any information that others maygive you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the notes offered by this document are unlawful,or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.The information contained in this document speaks only as of the date of this document, unless the information specifically indicates thatanother date applies. You should not assume that the information contained in or incorporated by reference in this prospectus supplement, theaccompanying prospectus or in any such free writing prospectus is accurate as of any date other than the date of the document containing theinformation. This prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by us and the underwritersdo not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectussupplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation isunlawful. See the “Underwriting” section beginning on page S-28 of this prospectus supplement. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSALPHABET INCRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.The second part, the accompanying prospectus dated April25, 2025, which is part of our Registration Statement on Form S-3 (SEC RegistrationNo.333-286752), gives more general information about us and the securities we may offer from time to time under our shelf registration statement,some of which may not apply to this offering of the notes. This prospectus supplement may add to, update or change the information in theaccompanying prospectus. If there is any inconsistency between the information in the accompanying prospectus and this prospectus supplement, youshould rely on the information contained in this prospectus supplement. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, and the additional information described under “Where You Can Find More Information” and “InformationIncorporated by Reference” in this prospectus supplement before deciding whether to invest in the notes offered by this prospectus supplement. You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. Youshould consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any o