Preamble

Alphabet Inc. | 10-K | Filed 2026-02-05

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________

FORM 10-K ___________________________________________ (Mark One)

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☒ / ☒ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ....................................... ☒ / ☒ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025 OR

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☐ / ☐ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ....................................... ☐ / ☐ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to . Commission file number: 001-37580 ___________________________________________ Alphabet Inc. (Exact name of registrant as specified in its charter) ___________________________________________

Delaware

Delaware / Delaware / 61-1767919 / 61-1767919 / 61-1767919

(State or other jurisdiction of incorporation or organization) ... (State or other jurisdiction of incorporation or organization) / (State or other jurisdiction of incorporation or organization) / (I.R.S. Employer Identification No.) / (I.R.S. Employer Identification No.) / (I.R.S. Employer Identification No.)

1600 Amphitheatre Parkway Mountain View, CA 94043 (Address of principal executive offices, including zip code) (650) 253-0000 (Registrant's telephone number, including area code)

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

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

Title of each class ..................... Title of each class / Title of each class / Trading Symbol(s) / Trading Symbol(s) / Trading Symbol(s) / Name of each exchange on which registered / Name of each exchange on which registered / Name of each exchange on which registered

Class A Common Stock, $0.001 par value ... Class A Common Stock, $0.001 par value / Class A Common Stock, $0.001 par value / GOOGL / GOOGL / GOOGL / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

(Nasdaq Global Select Market) / (Nasdaq Global Select Market) / (Nasdaq Global Select Market)

Class C Capital Stock, $0.001 par value ... Class C Capital Stock, $0.001 par value / Class C Capital Stock, $0.001 par value / GOOG / GOOG / GOOG / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

(Nasdaq Global Select Market) / (Nasdaq Global Select Market) / (Nasdaq Global Select Market)

2.375% Senior Notes due 2028 ............ 2.375% Senior Notes due 2028 / 2.375% Senior Notes due 2028 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

2.500% Senior Notes due 2029 ............ 2.500% Senior Notes due 2029 / 2.500% Senior Notes due 2029 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

2.875% Senior Notes due 2031 ............ 2.875% Senior Notes due 2031 / 2.875% Senior Notes due 2031 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

3.000% Senior Notes due 2033 ............ 3.000% Senior Notes due 2033 / 3.000% Senior Notes due 2033 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

3.125% Senior Notes due 2034 ............ 3.125% Senior Notes due 2034 / 3.125% Senior Notes due 2034 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

3.375% Senior Notes due 2037 ............ 3.375% Senior Notes due 2037 / 3.375% Senior Notes due 2037 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

3.500% Senior Notes due 2038 ............ 3.500% Senior Notes due 2038 / 3.500% Senior Notes due 2038 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

4.000% Senior Notes due 2044 ............ 4.000% Senior Notes due 2044 / 4.000% Senior Notes due 2044 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

3.875% Senior Notes due 2045 ............ 3.875% Senior Notes due 2045 / 3.875% Senior Notes due 2045 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

4.000% Senior Notes due 2054 ............ 4.000% Senior Notes due 2054 / 4.000% Senior Notes due 2054 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

4.375% Senior Notes due 2064 ............ 4.375% Senior Notes due 2064 / 4.375% Senior Notes due 2064 / — / — / — / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC / Nasdaq Stock Market LLC

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

___________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ☒     No   ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ☐    No   ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒     No   ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Large accelerated filer / Large accelerated filer / ☒ / ☒ / ☒ / Accelerated filer / Accelerated filer / Accelerated filer / ☐ / ☐ / ☐

Non-accelerated filer ................... Non-accelerated filer / Non-accelerated filer / ☐ / ☐ / ☐ / Smaller reporting company / Smaller reporting company / Smaller reporting company / ☐ / ☐ / ☐

Emerging growth company ................. Emerging growth company / Emerging growth company / ☐ / ☐ / ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☒ As of June 30, 2025, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale prices of such shares on the Nasdaq Global Select Market on June 30, 2025) was approximately $1.9 trillion. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors, and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors, and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K. As of January 28, 2026 , there wer e 5,822 million shares of Alphabet’s Class A stock outstanding, 837 million shares of Alphabet’s Class B stock outstanding, and 5,438 million shares of the Alphabet’s Class C stock outstanding. ___________________________________________ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.

Alphabet Inc. Form 10-K For the Fiscal Year Ended December 31, 2025 TABLE OF CONTENTS

Page / Page / Page

Note About Forward-Looking Statements ... Note About Forward-Looking Statements / Note About Forward-Looking Statements / Note About Forward-Looking Statements / Note About Forward-Looking Statements / Note About Forward-Looking Statements / 3 / 3 / 3

PART I .................................. PART I / PART I

Item 1. ................................. Item 1. / Item 1. / Business / Business / Business / 3 / 3 / 3

Item 1A. ................................ Item 1A. / Item 1A. / Risk Factors / Risk Factors / Risk Factors / 9 / 9 / 9

Item 1B. ................................ Item 1B. / Item 1B. / Unresolved Staff Comments / Unresolved Staff Comments / Unresolved Staff Comments / 23 / 23 / 23

Item 1C. ................................ Item 1C. / Item 1C. / Cybersecurity / Cybersecurity / Cybersecurity / 23 / 23 / 23

Item 2. ................................. Item 2. / Item 2. / Properties / Properties / Properties / 24 / 24 / 24

Item 3. ................................. Item 3. / Item 3. / Legal Proceedings / Legal Proceedings / Legal Proceedings / 24 / 24 / 24

Item 4. ................................. Item 4. / Item 4. / Mine Safety Disclosures / Mine Safety Disclosures / Mine Safety Disclosures / 24 / 24 / 24

PART II ................................. PART II / PART II

Item 5. ................................. Item 5. / Item 5. / Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities / Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities / Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities / 25 / 25 / 25

Item 6. ................................. Item 6. / Item 6. / [Reserved] / [Reserved] / [Reserved] / 27 / 27 / 27

Item 7. ................................. Item 7. / Item 7. / Management’s Discussion and Analysis of Financial Condition and Results of Operations / Management’s Discussion and Analysis of Financial Condition and Results of Operations / Management’s Discussion and Analysis of Financial Condition and Results of Operations / 28 / 28 / 28

Item 7A. ................................ Item 7A. / Item 7A. / Quantitative and Qualitative Disclosures About Market Risk / Quantitative and Qualitative Disclosures About Market Risk / Quantitative and Qualitative Disclosures About Market Risk / 41 / 41 / 41

Item 8. ................................. Item 8. / Item 8. / Financial Statements and Supplementary Data / Financial Statements and Supplementary Data / Financial Statements and Supplementary Data / 44 / 44 / 44

Item 9. ................................. Item 9. / Item 9. / Changes in and Disagreements With Accountants on Accounting and Financial Disclosure / Changes in and Disagreements With Accountants on Accounting and Financial Disclosure / Changes in and Disagreements With Accountants on Accounting and Financial Disclosure / 89 / 89 / 89

Item 9A. ................................ Item 9A. / Item 9A. / Controls and Procedures / Controls and Procedures / Controls and Procedures / 89 / 89 / 89

Item 9B. ................................ Item 9B. / Item 9B. / Other Information / Other Information / Other Information / 89 / 89 / 89

Item 9C. ................................ Item 9C. / Item 9C. / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / 90 / 90 / 90

PART III ................................ PART III / PART III

Item 10. ................................ Item 10. / Item 10. / Directors, Executive Officers, and Corporate Governance / Directors, Executive Officers, and Corporate Governance / Directors, Executive Officers, and Corporate Governance / 91 / 91 / 91

Item 11. ................................ Item 11. / Item 11. / Executive Compensation / Executive Compensation / Executive Compensation / 91 / 91 / 91

Item 12. ................................ Item 12. / Item 12. / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / 91 / 91 / 91

Item 13. ................................ Item 13. / Item 13. / Certain Relationships and Related Transactions, and Director Independence / Certain Relationships and Related Transactions, and Director Independence / Certain Relationships and Related Transactions, and Director Independence / 91 / 91 / 91

Item 14. ................................ Item 14. / Item 14. / Principal Accountant Fees and Services / Principal Accountant Fees and Services / Principal Accountant Fees and Services / 91 / 91 / 91

PART IV ................................. PART IV / PART IV

Item 15. ................................ Item 15. / Item 15. / Exhibits, Financial Statement Schedules / Exhibits, Financial Statement Schedules / Exhibits, Financial Statement Schedules / 92 / 92 / 92

Item 16. Form 10-K Summary

Signatures .............................. Signatures / Signatures

2.

Note About Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as, but are not limited to, "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These include, among other things, expectations regarding the growth of our business and revenues, including factors that may impact such growth, and fluctuations in our revenues and margins; statements relating to plans, expectations, and trends about our core business metrics, costs and expenses, capital expenditures, sources of funding, products and services, strategic business transactions, and other aspects of our business operations and strategies; statements regarding the global macroeconomic and regulatory environment; as well as other statements regarding our future operations, financial condition and prospects, and actual or potential risk and liability exposures. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Part I, Item 1 "Business;" Part I, Item 1A "Risk Factors;" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, including the risks discussed in Part I, Item 1A "Risk Factors" and the trends discussed in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. As used herein, "Alphabet," "the company," "we," "us," "our," and similar terms include Alphabet Inc. and its subsidiaries, unless the context indicates otherwise. "Alphabet," "Google," and other trademarks of ours appearing in this report are our property. We do not intend our use or display of other companies' trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

PART I