Alphabet closed its 6.25% mandatory convertible preferred stock offerings

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Alphabet, the parent of the AI lab Google DeepMind, said in an 8-K, the form a US-listed company uses to report a material event, filed on Jun 5, 2026, that its offerings of depositary shares representing 6.25% mandatory convertible preferred stock closed that day. A day earlier, its 8-K of Jun 4, 2026 had described a program under which it could sell up to $40 billion of stock over time, and had said this offering was expected to close Jun 5. On Jun 2, 2026, Alphabet agreed with its underwriters to sell 167,500,000 Series A depositary shares and 167,500,000 Series B depositary shares, each representing a 1/20th interest in a preferred share with a $1,000 liquidation preference. On Jun 3, 2026, the underwriters exercised in full their options to buy 25,000,000 more depositary shares of each series.1^,2^,3^,4^,5^,6^,7^,8^,9^,10^,11^,12

Each series was to accumulate dividends at 6.25% a year on its liquidation preference, payable in cash, in shares subject to limits, or in a combination of cash and shares. Dividends were payable, when declared, on Feb 15, May 15, Aug 15 and Nov 15 of each year, from Aug 15, 2026 to May 15, 2029. Unless converted earlier, each Series A preferred share was set to convert automatically on or about May 15, 2029 into between 2.2520 and 2.8160 Class A shares, and each Series B preferred share into between 2.2740 and 2.8420 Class C shares. The exact number depended on the volume-weighted average price of the Class A or Class C shares, as the series required, over a 20-trading-day period ahead of that date.6^,11^,13^,14^,15^,16^,17

Alphabet also entered into privately negotiated capped call transactions with underwriters, their affiliates or other financial institutions, with initial cap prices of $532.6704 per Class A share and $527.7974 per Class C share. The 8-K said the transactions were generally expected to reduce potential dilution when the preferred stock converts, with the reduction subject to a cap. Under the terms filed, and subject to exceptions, no dividend could be declared or paid on Alphabet's common stock, and no common stock could be bought back, while any share of a series was outstanding, unless accumulated and unpaid dividends on that series for all earlier periods had been declared and paid or set aside.18^,19^,20^,21^,22^,23