FALSE000165204400016520442024-09-242024-09-240001652044us-gaap:CommonClassAMember2024-09-242024-09-240001652044goog:CapitalClassCMember2024-09-242024-09-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_________________________________________________
FORM 8-K
_____________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 24, 2024
____________________________________________________________
ALPHABET INC.
(Exact name of registrant as specified in its charter) 
_______________________________________________________________
Delaware001-3758061-1767919
(State or other jurisdiction of incorporation)(Commission File Number)(IRS 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)
Not Applicable    
(Former name or former address, if changed since last report) 
______________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par valueGOOGLNasdaq Stock Market LLC
(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par valueGOOGNasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐



Item 8.01.     Other Events.
Alphabet Inc. (the “Company”) has received notice of an unsolicited mini-tender offer by Tutanota LLC to purchase up to 350,000 shares of Alphabet’s Class C capital stock at a price of $180 per share in cash. This offer to purchase up to 350,000 shares by Tutanota LLC represents less than 0.01 percent of the shares of Alphabet’s Class C capital stock outstanding as of the September 3, 2024 offer date, and is subject to numerous conditions.
On September 24, 2024, the Company issued the release attached to this Report as Exhibit 99.1, informing its stockholders that the Company does not endorse Tutanota LLC’s unsolicited mini-tender offer, urges caution, and expresses no opinion whether or not stockholders should tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota LLC’s offering documents. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on October 7, 2024, but Tutanota LLC may extend the offer period at its discretion. The Company is not affiliated, or associated in any way, with Tutanota LLC, its mini-tender offer or its offer documentation.

Item 9.01.     Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
104Cover Page Interactive Data File (formatted as inline XBRL)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALPHABET INC.
Date: September 24, 2024/s/ KATHRYN W. HALL
Kathryn W. Hall
Assistant Secretary


Exhibit 99.1
Alphabet Urges Caution and Expresses No Opinion on Whether or Not Stockholders Should Tender Their Shares in Response to the Mini-Tender Offer by Tutanota LLC

MOUNTAIN VIEW, Calif. (September 24, 2024) – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced that it has received notice of an unsolicited mini-tender offer by Tutanota LLC to purchase up to 350,000 shares of Alphabet’s Class C capital stock at a price of $180 per share in cash. This offer to purchase up to 350,000 shares by Tutanota LLC represents less than 0.01 percent of the shares of Alphabet’s Class C capital stock outstanding as of the September 3, 2024 offer date, and is subject to numerous conditions.

Alphabet does not endorse Tutanota LLC’s unsolicited mini-tender offer, and expresses no opinion on whether or not stockholders should tender their shares in response to Tutanota LLC’s offer. Alphabet is not affiliated or associated in any way with Tutanota LLC, its mini-tender offer or its offer documentation.

Tutanota LLC has previously made a similar mini-tender offer for Alphabet shares, and has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

Alphabet urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Tutanota LLC’s offer. Alphabet makes no recommendation on Tutanota LLC’s offer. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota LLC’s offer documentation. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on October 7, 2024. Tutanota LLC may extend the offering period at its discretion.

Alphabet encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Alphabet requests that a copy of this release be included with all distributions relating to Tutanota LLC’s mini-tender offer related to shares of Alphabet stock.

About Alphabet Inc.

Alphabet is a collection of companies, the largest of which is Google. Larry Page and Sergey Brin founded Google in September 1998 and the company is headquartered in Mountain View, Calif. Billions of people use its wide range of popular products and platforms each day, like Search, Ads, Chrome, Cloud, YouTube and Android.

Contact

Investor Relations:
investor-relations@abc.xyz

Media:
press@abc.xyz

v3.24.3
Cover page Document
Sep. 24, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 24, 2024
Entity Registrant Name ALPHABET INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37580
Entity Tax Identification Number 61-1767919
Entity Address, Address Line One 1600 Amphitheatre Parkway
Entity Address, City or Town Mountain View
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94043
City Area Code 650
Local Phone Number 253-0000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001652044
Common Class A  
Entity Information [Line Items]  
Title of 12(b) Security Class A Common Stock, $0.001 par value
Trading Symbol GOOGL
Security Exchange Name NASDAQ
Capital Class C  
Entity Information [Line Items]  
Title of 12(b) Security Class C Capital Stock, $0.001 par value
Trading Symbol GOOG
Security Exchange Name NASDAQ
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