Alphabet Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Alphabet Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear Shareholders

We are pleased to invite you to participate in our 2026 Annual Meeting of Shareholders (Annual Meeting) to be held on Friday, June 5, 2026, at 9:00 a.m., Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location.

Alphabet shareholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the record date, April 6, 2026 (Record Date), can participate in and vote at our Annual Meeting by visitingwww.virtualshareholdermeeting.com/GOOGL26 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or proxy card. All others may view a live webcast of our Annual Meeting through our Investor Relations YouTube channel atwww.youtube.com/c/AlphabetIR on Friday, June 5, 2026, at 9:00 a.m., Pacific Time.

Further details regarding participation in our Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 2025 Annual Report to Shareholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information and believe that providing our proxy materials online increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting.

Your vote is important. Whether or not you plan to participate in our Annual Meeting, we hope you will vote as soon as possible. You may vote online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement and in the Notice you received in the mail. For more information, please see the Questions and Answers section of this proxy statement or visit the Annual Meeting section under the heading “Governance” on our Investor Relations website athttps://abc.xyz/investor/annual-meeting/.

Thank you for your ongoing support of, and continued interest in, Alphabet.

Sincerely,

April 24, 2026

Letter from the Chair

of the Board of Directors

Dear Fellow Shareholders,

The past year has been one of substantial progress across Alphabet, and our Board is energized by the innovation and performance we are seeing across the company. As the world increases the pace of AI adoption, Alphabet continues to translate world-leading technologies into helpful tools and trusted experiences for users, businesses, and communities.

The company achieved many impressive milestones in 2025, including introduction of the state-of-the-art Gemini 3 model and launch of agentic capabilities across its products and services. AI is enabling the building of more helpful end-to-end experiences in Search and other core products, deepening relationships between Google Cloud and the businesses who use its infrastructure and products, and helping YouTube creators tell stories with new tools and features that amplify creativity.

Over the last decade, the company has been bringing AI into its products and services. As this defining technology progresses, our Board is actively engaged with management in overseeing Alphabet’s multi-layered approach for responsible AI development — an approach fully embedded within its research and product lifecycles.

Looking ahead, our Board continues to be committed to overseeing the company’s long-term investments with discipline and rigor. This includes investing responsibly to build cloud and AI infrastructure while expanding energy capacity through innovative solutions. This is enabling the company to build a foundation for AI that delivers meaningful and long-term benefits for the company and local communities worldwide.

Reflecting our Board’s commitment to robust oversight, in October, we enhanced our governance framework by establishing a Risk & Compliance Committee. While the Audit Committee has traditionally overseen the company’s risk areas, the new committee provides specialized focus on the evolving landscape of regulatory and operational risks. These committee charter updates underscore our mandate to continuously strengthen Alphabet's risk management framework, particularly as our Board evaluates the unique issues posed by emerging technology as broader generative AI comes into view.

The company has performed very well this past year, and our Board is grateful to Sundar and the management team for driving strong performance across Alphabet as well as some of the Other Bets, including Waymo and Wing. Working in close partnership with the management team, our Board draws on the wide ranging expertise of our directors to help guide Alphabet’s strategic direction and maintain strong oversight as it invests across the company and the Other Bets. In our work, our Board and the management team deeply appreciate and benefit from the input of shareholders and all of our stakeholders.

On behalf of my fellow directors, we are incredibly optimistic about Alphabet’s future, and we thank you for the trust you have placed in us as we move further into this transformative era together.

Very truly yours,

John L. Hennessy

Chair of the Board of Directors

Notice of 2026 Annual Meeting

of Shareholders

And to consider such other business as may properly come before our Annual Meeting and any postponements or adjournments thereof.

By order of the Board of Directors,

Review Your Proxy Statement and Vote In One Of Four Ways:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.

This Notice of 2026 Annual Meeting of Shareholders, proxy statement, and form of proxy card are being distributed and made available on or about April 24, 2026.This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our investment and ongoing development of AI, our goals, commitments, and strategies, and our executive compensation program. 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 our most recently filed periodic report on Form 10-K and those discussed in other documents we file with the U.S. Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the date of this proxy statement, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.In this proxy statement, the words “Alphabet,” “the company,” “we,” “our,” “ours,” “us,” and similar terms refer to Alphabet Inc. and its consolidated subsidiaries, unless the context indicates otherwise, and the word “Google” refers to Google LLC, a wholly owned subsidiary of Alphabet.

Important Notice Regarding Internet

Availability of Proxy Materials

This proxy statement and our 2025 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available athttps://abc.xyz/investor/annual-meeting/.

Incorporation By Reference

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Alphabet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), the sections of this proxy statement titled “Report of the Audit Committee of the Board of Directors” (to the extent permitted by the rules of the SEC), “Executive Compensation—Leadership Development, Inclusion and Compensation Committee Report” and “Executive Compensation—Alphabet Pay vs. Performance” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.

This proxy statement includes a number of references to websites, website addresses, and additional materials, including reports and blogs, found on those websites. The content of any websites and materials named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

Proxy Statement Summary & Highlights

This section highlights selected information and does not contain all of the information that you should consider before voting. You should read the entire proxy statement carefully before voting.

2025 Business Highlights

2025 marked a bold chapter for Alphabet. We continued to embrace a profound platform shift, powered by a full-stack approach to AI that spans infrastructure; world-class research, including models and tooling; and our products and platforms that bring AI to people everywhere. A cornerstone of this progress was the rollout of Ironwood, our seventh-generation Tensor Processing Unit (TPU), which has accelerated model performance and driven operational efficiencies across our ecosystem.

From making Google Search more intuitive to empowering a new era of creators on YouTube, our Gemini models are changing how the world interacts with information. By offering a diverse portfolio of AI accelerators—including our custom TPUs and specialized Graphics Processing Units—we have enabled Google Cloud customers to unlock new growth engines and build for the future. We remain disciplined and focused, investing in responsible AI that delivers transformative experiences for our users, developers, enterprises, and partners worldwide.

The following graphs matches our Class A and Class C’s cumulative 5-year total shareholder returns on common stock and capital stock, respectively, with the cumulative total returns of the S&P 500 index, the Nasdaq Composite index, and the RDG Internet Composite index. The graphs track the performance of a $100 investment in our common stock and capital stock, respectively, and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. The returns shown are based on historical results and are not intended to suggest future performance.

Comparison of Cumulative 5-Year Total Return*

Alphabet Inc. Class A Common Stock

Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index

Comparison of Cumulative 5-Year Total Return*

Alphabet Inc. Class C Capital Stock

Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index

• $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.

Copyright© 2026 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

Alphabet’s Board of Directors

Our Board believes that having a mix of directors with complementary qualifications, expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight responsibilities, representing the best interests of our shareholders, and providing practical insights and diverse perspectives.

Our Director Nominees

Technology & Innovation

Directors with a significant background in technology, including through experience in technology-related businesses, academic and research institutions, bring critical understanding of our industry and the technological trends and innovation that shape our products, services, and AI-first strategy

Finance

Directors with professional experience in the financial sector, including through management of a financial firm or enterprise, contribute to our Board’s understanding of financial markets and to effective oversight of our capital structure, financial reporting, and financial activities, including our R&D investments

Global Business

Directors with experience in, and exposure to, operating within complex business environments and diverse markets, engaging with international stakeholders, and navigating global regulatory regimes and frameworks, enhance our Board’s oversight of Alphabet’s global operations, supply chains, and strategic execution

Nonprofit Board

Directors with experience serving on nonprofit boards bring insight into overseeing and leading mission-driven organizations, foundations, and strategies for building successful partnerships with different customers and stakeholders, along with a nuanced perspective on ways in which our products, services and operations can make a positive impact on the communities we serve and operate within

Leadership

Leadership experience, including through service in public and private company executive roles or leadership of significant academic and other institutions, provides our Board with a deep understanding of organizational dynamics, complex operations, risk management, human capital and talent management, and other areas that are critical to overseeing a large global company and advancing our strategy

The following table provides summary information about each director nominee as of April 6, 2026.

AC – Audit Committee

RCC – Risk and Compliance Committee

LDICC – Leadership Development, Inclusion and Compensation Committee

NCGC – Nominating and Corporate Governance Committee

EC – Executive Committee

– Committee Chair

– Audit Committee Financial Expert

(1)The Risk and Compliance Committee of the Alphabet Board was established in October 2025.

(2)Alphabet’s Corporate Governance Guidelines provide that the maximum number of public company boards our directors can serve on is four, including membership on the Alphabet Board. All nominees are in compliance with this policy.

(3)This includes Frances’s directorship at Illumina, Inc. (Illumina). On April 2, 2026, Ilumina announced that Frances will not stand for re-election as a director at the end of her current term and intends to resign from its board of directors, effective at the close of IIumina's 2026 annual meeting of shareholders on May 21, 2026.

Corporate Governance Highlights

Our corporate governance structure is designed to promote long-term shareholder value creation through the leadership and oversight provided by our thoughtfully and effectively composed Board. Our Board is committed to maintaining alignment with shareholder interests through our strong governance practices and by seeking and incorporating shareholder feedback that informs key areas of focus for our Board and the company each year.

For more detailed information on Alphabet’s corporate governance and risk oversight framework, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters” beginning on page 24.

Shareholder Engagement

We proactively engage with our shareholders throughout the year on a broad range of topics that are of interest and priority to the company and our shareholders. These include business strategy and performance, corporate governance, executive compensation, risk oversight, shareholder proposals, among other matters.

Our engagement enables us to better understand our shareholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, and practices, and fosters open and constructive dialogue. We share the feedback from these conversations with our Board, which considers these perspectives as part of its evaluation and review of our practices and disclosures.

Transparency & Oversight Highlights

Our Board and its committees provide oversight over a wide range of matters, as part of our overall risk management framework. Our Board oversees strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, sales roadmap, policy matters, significant litigation and regulatory exposures, among others. Our Board also regularly reviews any risks that have been reviewed, assessed, and escalated to our Board from one or more of its committees. In October 2025, our Board further deepened this framework by establishing a Risk and Compliance Committee, which provides a dedicated focus on the evolving regulatory and operational landscape. The division of responsibility is clearly defined across our committees, including:

•Our Audit Committee has the primary responsibility for oversight of risks and exposures associated with, among other matters, financial matters and our operations and infrastructure, particularly reliability, business continuity, and capacity.

•Our Risk and Compliance Committee assists our Board in its oversight of principal legal, policy, reputational, and operational risks and compliance with applicable laws and regulations.

•Our Leadership Development, Inclusion and Compensation Committee oversees leadership development matters and human capital management, including workplace environment and safety, and corporate culture.

•Our Nominating and Corporate Governance Committee oversees risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness.

For more detailed information on our Board’s and each committee’s risk oversight role, see “Board’s Role in Risk Oversight” on page 32.

The scale and breadth of our products, services, and operations provide us both an opportunity and a responsibility to manage the company in a responsible way. We have a long track record of transparency, and we are proud of the leadership role the company has played in advancing disclosures on important issues. Visit the “Additional Information” section of our Investor Relations website athttps://abc.xyz/investor/additional-information/for information and links to key reports across a broad range of topics that we believe are of interest to many of our shareholders.

Executive Compensation Highlights

We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of innovation and performance, and align employee and shareholder interests.

For more detailed information on Alphabet’s executive compensation philosophy and practices, see “Compensation Discussion and Analysis” beginning on page 42.

Annual Meeting of Shareholders

Voting: Holders of Class A or Class B common stock as of the Record Date are entitled to vote. Each share of Class A common stock is entitled to one (1) vote with respect to each director nominee and one (1) vote with respect to each of the proposals to be voted on. Each share of Class B common stock is entitled to ten (10) votes with respect to each director nominee and ten (10) votes with respect to each of the proposals to be voted on. The holders of the shares of Class A common stock and Class B common stock are voting as a single class on all matters. Holders of Class C capital stock have no voting power as to any items of business that will be voted on at our Annual Meeting.

Participating in our Annual Meeting: We have adopted a virtual format for our Annual Meeting to expand convenient access to, and make participation accessible for, shareholders from any geographic location with internet connectivity. We believe the virtual format encourages attendance and participation by a broader group of shareholders, while also reducing the cost and environmental impact associated with meetings held in-person.

You are entitled to participate in our Annual Meeting if you were a holder of Class A or Class B common stock as of the close of business on the Record Date or hold a valid proxy for our Annual Meeting. To be admitted to our Annual Meeting at www.virtualshareholdermeeting.com/GOOGL26, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients.

We encourage you to access our Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 5, 2026. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free within the U.S., U.S. territories, and Canada) or 1-303-562-9302 (international). We will have technicians available to assist you.

Voting Matters and Vote Recommendations

Table of Contents