Alphabet Inc. 424B2Registration Statements (S-1 / prospectus)

Risk Factors

RISK FACTORS An investment in the notes involves certain risks. You should carefully consider the risk factors described under “Risk Factors” in our 2025 Annual Report and as described in the 2026 Quarterly Reports, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Additional risks and uncertainties not now known to us or that we now deem immaterial may also adversely affect our business or financial performance. Our business, financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The market or trading price of the notes could decline due to any of these risks or other factors, and you may lose all or part of your investment. In addition to the foregoing risks relating to us, the following are additional risks relating to an investment in the notes. The notes are unsecured and are effectively subordinated to our secured debt. The notes are our unsecured general obligations. Holders of our secured indebtedness, if any, will have claims that are prior to your claims as holders of the notes, to the extent of the assets securing such indebtedness. Thus, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of our secured indebtedness before any payment could be made on the notes. To the extent that such assets cannot satisfy in full our secured indebtedness, the holders of such indebtedness would have a claim for any shortfall that would rank equally in right of payment with the notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of our secured indebtedness. As of June 30, 2026, Alphabet Inc. on a standalone basis had no secured indebtedness outstanding. The notes are structurally subordinated to the existing and future liabilities of our subsidiaries. We conduct most of our operations through our subsidiaries, which are separate and distinct legal entities from us. The notes are exclusively our obligations and are not guaranteed by our subsidiaries, which have no obligation to pay any amounts due on the notes or to provide us with