Alphabet raises $80B via convertible notes

Alphabet did not announce an $80 billion convertible-note sale. It announced an $80 billion equity capital raise on June 1, structured around public stock offerings, an at-the-market stock program, and a private placement with Berkshire Hathaway, according to a free writing prospectus filed with the U.S. Securities and Exchange Commission. The company said the money is intended to fund investments in AI compute infrastructure as demand for its AI products and services outstrips available supply. Berkshire Hathaway agreed to buy $10 billion of Alphabet stock as part of the package. ### So what exactly is Alphabet selling? Alphabet said the $80 billion package has three pieces. The first is $30 billion of concurrent underwritten public offerings, made up of $15 billion in depositary shares representing mandatory convertible preferred stock and $15 billion in Class A and Class C stock. The second is a $40 billion at-the-market, or ATM, program for Class A and Class C shares. The third is a $10 billion private placement with Berkshire Hathaway. (sec.gov) The SEC filing makes clear that the transaction is equity-heavy, not a plain convertible-note financing. The mandatory convertible preferred portion is one slice of the underwritten deal, while the rest of the package is common stock sold directly or over time. ### Where did the “convertible” framing come from? (sec.gov) Alphabet’s public filings describe $15 billion of “depositary shares representing mandatory convertible preferred stock.” That is likely the source of social-media shorthand describing the deal as “convertible.” But the filings do not describe the overall $80 billion package as convertible notes. They describe it as an equity capital raise. (sec.gov) CNBC, citing Alphabet’s statement, also reported the company plans to raise the money from stock sales, not from a note offering. ### What is Berkshire Hathaway actually buying? Berkshire Hathaway agreed to buy $10 billion of Alphabet stock in a private placement, according to the June 1 filing. (sec.gov) Alphabet said the Berkshire investment is split into $5 billion of Class A common stock priced at $351.81 per share and $5 billion of Class C capital stock priced at $348.20 per share. Alphabet added that Berkshire’s investment builds on a position it has held since the third quarter of 2025. (cnbc.com) The preliminary prospectus supplement filed on June 2 says Alphabet agreed to provide Berkshire with certain registration rights and that the private placement is expected to close concurrently with the offering, subject to customary closing conditions. ### Why is Alphabet raising this much money now? Alphabet said in its filing that the proceeds will fund “investments in its world-class AI compute infrastructure” to meet “unprecedented customer demand.” CNBC reported that Alphabet in April raised its 2026 capital-expenditure forecast to $180 billion to $190 billion, up from a previous range of $175 billion to $185 billion. (sec.gov 1) (sec.gov 2) Sundar Pichai said on Alphabet’s April earnings call that “compute capacity” was a key constraint, pointing to power, land and supply-chain limits as the company works to expand infrastructure. CNBC cited those remarks in its June 1 report on the financing. ### What happens next in the deal? (sec.gov) Alphabet’s SEC filings show the underwritten offerings were launched on June 1, with multiple prospectus filings posted on June 2. The company said the $40 billion ATM program is expected to begin in the third quarter of 2026, while the Berkshire private placement is expected to close alongside the offering, subject to customary conditions. (sec.gov) (cnbc.com)