S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 d60612ds8.htm S-8 S-8

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alphabet Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

61-1767919

(State of

Incorporation)

(I.R.S. Employer

Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alphabet Inc. Amended and Restated 2021 Stock Plan

(Full Title of the Plan)

Sundar Pichai

Chief Executive Officer

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Karpf, Esq.

Shuangjun Wang, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Kent Walker, Esq.

Kathryn W. Hall, Esq.

Kenneth H. Yi, Esq.

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

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.

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF

FORM S-8

EXPLANATORY NOTE

This Registration Statement is being filed by Alphabet Inc., a Delaware corporation (the “Registrant”), to register 200,000,000 additional shares of its Class C capital stock, par value $0.001 per share (the “Class C Capital Stock”) issuable to eligible employees, consultants, contractors, and directors of the Registrant and its affiliates under the Registrant’s Amended and Restated 2021 Stock Plan (the “Plan”). The Registrant filed with the U.S. Securities and Exchange Commission (the “SEC”): (i) a Form S-8 Registration Statement (File No. 333-256731) and Post-Effective Amendment to Form S-8 Registration Statement (File No. 333-256731), each on June 3, 2021; (ii) a Form S-8 Registration Statement (File No. 333-266339) on July 27, 2022; and (iii) a Form S-8 Registration Statement (File No. 333-273428) on July 26, 2023 (collectively, the “Prior Registration Statements”) relating to shares of Class C Capital Stock issuable to eligible employees, consultants, contractors, and directors of the Registrant under the Plan. The Prior Registration Statements are currently effective. The Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant, are incorporated herein by reference and made part of the Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit Number		Exhibit Description

3.1‡		Amended and Restated Certificate of Incorporation of Alphabet Inc., dated June 3, 2022 (incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 3, 2022)

3.2‡		Amended and Restated Bylaws of Alphabet Inc. dated October 19, 2022 (incorporated by reference to Exhibit 3.02 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on October 25, 2022)

4.1‡		Alphabet Inc. Amended and Restated 2021 Stock Plan (incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 11, 2026)

4.2‡		Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.01 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37580) filed with the SEC on April 26, 2024)

4.3‡		Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet CEO Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.01 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37580) filed with the SEC on April 30, 2026)

4.4‡		Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Non-CEO Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.02 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37580) filed with the SEC on April 30, 2026)


5.1*		Opinion of Cleary Gottlieb Steen & Hamilton LLP

23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

23.2*		Consent of Cleary Gottlieb Steen & Hamilton LLP (filed as part of Exhibit 5.1)

24.0*		Power of Attorney (included as part of the signature page of the Registration Statement)

107*		Filing Fee Table

*	Filed herewith

‡	Incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on July 22, 2026.


ALPHABET INC.

By:		/S/ SUNDAR PICHAI
		Sundar Pichai
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sundar Pichai, Anat Ashkenazi, Kent Walker, and Kathryn W. Hall, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments thereto) to the Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the capacities and on the date indicated:


Signature	Title	Date

/S/ SUNDAR PICHAI Sundar Pichai	Chief Executive Officer and Director (Principal Executive Officer)	July 22, 2026

/S/ ANAT ASHKENAZI Anat Ashkenazi	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	July 22, 2026

/S/ MARSIDA SARACI Marsida Saraci	Vice President, Principal Accounting Officer (Principal Accounting Officer)	July 22, 2026

/S/ FRANCES H. ARNOLD Frances H. Arnold	Director	July 22, 2026

Sergey Brin	Co-Founder and Director

/S/ R. MARTIN CHAVEZ R. Martin Chávez	Director	July 22, 2026

/S/ L. JOHN DOERR L. John Doerr	Director	July 22, 2026


/S/ ROGER W. FERGUSON JR. Roger W. Ferguson Jr.	Director	July 22, 2026

/S/ JOHN L. HENNESSY John L. Hennessy	Chair of the Board and Director	July 22, 2026

Larry Page	Co-Founder and Director

/S/ K. RAM SHRIRAM K. Ram Shriram	Director	July 22, 2026

/S/ ROBIN L. WASHINGTON Robin L. Washington	Director	July 22, 2026