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FALSE000165204400016520442025-03-182025-03-180001652044us-gaap:CommonClassAMember2025-03-182025-03-180001652044goog:CapitalClassCMember2025-03-182025-03-18

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)
March 18, 2025
____________________________________________________________
ALPHABET INC.
(Exact name of registrant as specified in its charter) 
_______________________________________________________________
Delaware 001-37580 61-1767919
(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 class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value GOOGL Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value GOOG Nasdaq 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 7.01.     Regulation FD Disclosure.
Acquisition of Wiz, Inc.
On March 18, 2025, Google LLC (“Google”), a subsidiary of Alphabet Inc., announced that it had entered into a definitive agreement pursuant to which Google will acquire Wiz, Inc. (“Wiz”), a leading cloud security platform, for $32 billion, subject to closing adjustments, in an all-cash transaction. The acquisition of Wiz is expected to close in 2026, subject to customary closing conditions, including the receipt of regulatory approvals. Upon the closing of the acquisition, Wiz will become part of the Google Cloud segment.
Press Release and Investor Presentation
On March 18, 2025, Google issued a press release (the “Press Release”) in connection with the announcement of the acquisition. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Also on March 18, 2025, representatives of Google and Wiz will make available an investor presentation (the “Investor Presentation”) regarding the acquisition to investors. A copy of the Investor Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01.     Other Events.
The information appearing under the heading “Acquisition of Wiz, Inc.” contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the acquisition of Wiz by Google. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause Alphabet Inc.'s (the “company”, “we”, “us” or “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, the risk that the closing conditions for the acquisition will not be satisfied, including the risk that the requisite regulatory approvals will not be obtained; the risk that the definitive agreement relating to the acquisition will be terminated prior to closing; the possibility that the acquisition will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of the company or Wiz during the pendency of the acquisition; our ability to successfully integrate Wiz or other businesses that we may acquire in the future; our ability to achieve the benefits that we expect to realize as a result of the acquisition of Wiz; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of the acquisition of Wiz or if these benefits take longer to achieve than expected; and other risks and uncertainties discussed in the reports the company has filed previously with the SEC, such as its Annual Report on Form 10-K. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the respective date of this Current Report on Form 8-K, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01.     Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
99.1
99.2
104 Cover 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: March 18, 2025 /s/ KATHRYN W. HALL
Kathryn W. Hall
Assistant Secretary


EX-99.1 2 googexhibit99131825.htm EX-99.1 Document
Exhibit 99.1
Google Announces Agreement to Acquire Wiz
MOUNTAIN VIEW, Calif. and NEW YORK, N.Y. (March 18, 2025)—Google LLC today announced it has signed a definitive agreement to acquire Wiz, Inc., a leading cloud security platform headquartered in New York, for $32 billion, subject to closing adjustments, in an all-cash transaction. Once closed, Wiz will join Google Cloud.
This acquisition represents an investment by Google Cloud to accelerate two large and growing trends in the AI era: improved cloud security and the ability to use multiple clouds (multicloud).
Both cybersecurity and cloud computing are rapidly growing industries with a vast range of solutions. The increased role of AI, and adoption of cloud services, have dramatically changed the security landscape for customers, making cybersecurity increasingly important in defending against emergent risks and protecting national security.
Wiz delivers an easy-to-use security platform that connects to all major clouds and code environments to help prevent cybersecurity incidents. Organizations of all sizes — from start-ups and large enterprises to governments and public sector organizations — can use Wiz to protect everything they build and run in the cloud. Wiz is an innovative leader and continues to deliver new products with strong adoption, fueling rapid business growth, including over the last 12 months in which it has begun to deliver new categories of cybersecurity solutions.
Google Cloud is a leader in cloud infrastructure, with deep AI expertise and a track record of industry-leading security innovation. Bringing all this to Wiz will help make their solutions even better and more scalable, benefiting customers and partners across all major clouds. The combination of Google Cloud and Wiz will:
•Vastly improve how security is designed, operated and automated — providing an end-to-end security platform for customers, of all types and sizes, in the AI era;
•Scale cybersecurity teams by providing them an automated security platform;
•Lower customers’ cost of implementing and managing security controls;
•Protect against new threats emerging due to the advancement of AI, prevent breaches, and help organizations respond to breaches much more efficiently; and
•Boost the adoption of multicloud security and, as a result, customers’ ability to use multiple clouds; further spurring innovation in and the adoption of cloud computing.
Wiz’s products will continue to work and be available across all major clouds, including Amazon Web Services, Microsoft Azure, and Oracle Cloud platforms, and will be offered to customers through an array of partner security solutions. Google Cloud will also continue to offer customers wide choice through a variety of partner security solutions available in the Google Cloud Marketplace.
You can read more technical details about Wiz’s solutions, and how they will work with Google Cloud, on the Google Cloud blog and Wiz blog.
The deal is subject to customary closing conditions including regulatory approvals.





Webcast
Alphabet Inc. (NASDAQ: GOOG, GOOGL) will host a webcast to discuss this announcement on Tuesday, March 18, at 6:00am Pacific Time (9:00am Eastern Time). Sundar Pichai, CEO, Google and Alphabet; Thomas Kurian, CEO, Google Cloud; Assaf Rappaport, CEO, Wiz; and Anat Ashkenazi, CFO, Google and Alphabet, will discuss the transaction.
The webcast can be accessed here: https://www.youtube.com/live/8jY5YBSRVEU. A replay will be available for two weeks through the same link following the webcast.
Quotes
Sundar Pichai, CEO, Google: “From its earliest days, Google’s strong security focus has made us a leader in keeping people safe online. Today, businesses and governments that run in the cloud are looking for even stronger security solutions, and greater choice in cloud computing providers. Together, Google Cloud and Wiz will turbocharge improved cloud security and the ability to use multiple clouds.”
Thomas Kurian, CEO, Google Cloud: “Google Cloud and Wiz share a joint vision to make cybersecurity more accessible and simpler to use for organizations of any size and industry. Enabling more companies to prevent cyber attacks, including in very complex business software environments, will help organizations minimize the cost, disruption and hassle caused by cybersecurity incidents.”
Assaf Rappaport, Co-Founder & CEO, Wiz: "Wiz and Google Cloud are fully committed to continue supporting and protecting customers across all major clouds, helping keep them safe and secure wherever they operate. This is an exciting moment for our company, but an even more important one for customers and partners, as this acquisition will bolster our mission to improve security and prevent breaches by providing additional resources and deep AI expertise.”
Contacts
Investors:
investor-relations@abc.xyz
Press:
press@google.com
About Google
Google’s mission is to organize the world’s information and make it universally accessible and useful. Through products and platforms like Search, Maps, Gmail, Android, Google Play, Chrome and YouTube, Google plays a meaningful role in the daily lives of billions of people and has become one of the most widely-known companies in the world. Google is a subsidiary of Alphabet Inc.
About Google Cloud
Google Cloud is the new way to the cloud, providing AI, infrastructure, developer, data, security, and collaboration tools built for today and tomorrow. Google Cloud offers a powerful, fully integrated and optimized AI stack with its own planet-scale infrastructure, custom-built chips, generative AI models and development platform, as well as AI-powered applications, to help organizations transform.



Customers in more than 200 countries and territories turn to Google Cloud as their trusted technology partner.
About Wiz
Wiz secures everything organizations build and run in the cloud and transforms security by enabling a new operating model. The Wiz CNAPP empowers security and development teams to rapidly identify and remove critical risks in cloud environments, so they can build fast and securely. With Wiz, organizations can prioritize risk and stay agile. Its customers include Agoda, Avery Dennison, BMW, Cushman & Wakefield, DocuSign, Mars, Plaid, Priceline, Salesforce, and Slack, among others. The company is backed by Advent, Aglaé, Andreessen Horowitz, Blackstone, Cyberstarts, Greenoaks, Greylock, Index Ventures, Insight Partners, Lightspeed, Salesforce, Sequoia, Thrive Capital, and Wellington.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the acquisition of Wiz by Google. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause Alphabet Inc.'s (the "company", "we", "us" or "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, the risk that the closing conditions for the acquisition will not be satisfied, including the risk that the requisite regulatory approvals will not be obtained; the risk that the definitive agreement relating to the acquisition will be terminated prior to closing; the possibility that the acquisition will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of the company or Wiz during the pendency of the acquisition; our ability to successfully integrate Wiz or other businesses that we may acquire in the future; our ability to achieve the benefits that we expect to realize as a result of the acquisition of Wiz; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of the acquisition of Wiz or if these benefits take longer to achieve than expected; and other risks and uncertainties discussed in the reports the company has filed previously with the SEC, such as its Annual Report on Form 10-K. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the respective date of this release, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

EX-99.2 3 googex99231825.htm EX-99.2 googex99231825
Turbocharging cloud security & multicloud in the AI era Exhibit 99.2


 
On the call today Sundar Pichai CEO, Google and Alphabet Thomas Kurian CEO, Google Cloud Assaf Rappaport CEO, Wiz Anat Ashkenazi CFO, Google and Alphabet


 
Forward-Looking Statements These materials include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the acquisition of Wiz by Google. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause Alphabet Inc.'s (the "company", "we", "us" or "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, the risk that the closing conditions for the acquisition will not be satisfied, including the risk that the requisite regulatory approvals will not be obtained; the risk that the definitive agreement relating to the acquisition will be terminated prior to closing; the possibility that the acquisition will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of the company or Wiz during the pendency of the acquisition; our ability to successfully integrate Wiz or other businesses that we may acquire in the future; our ability to achieve the benefits that we expect to realize as a result of the acquisition of Wiz; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of the acquisition of Wiz or if these benefits take longer to achieve than expected; and other risks and uncertainties discussed in the reports the company has filed previously with the SEC, such as its Annual Report on Form 10-K. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the respective date of these materials, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.


 
Sundar Pichai CEO, Google and Alphabet


 
Overview of today’s news Google keeps more people and organizations safe online than anyone else. The security landscape has changed, and organizations are looking for solutions that improve cloud security, span multiple clouds and tackle AI risks and opportunities. Wiz is a truly innovative leader in this space. Google Cloud brings infrastructure, deep AI expertise and a track record of security innovation. Together, we believe Wiz and Google Cloud can accelerate the ability for organizations to improve their security, lower the cost to do so, and ultimately spur the adoption of multicloud and cloud computing.


 
Assaf Rappaport CEO, Wiz


 
Cloud Native Application Protection Platform (CNAPP) Wiz built a unified platform for cloud application & infrastructure security Container & Kubernetes Security Vulnerability Management Compliance ReportingIaC Scanning & CI/CD Integration Cloud Detection & Response CWPP (Workloads and Hosts) M&A IntegrationCode security External Network Exposure Software Supply Chain & SCA Secrets scanning Malware scanning Code CI/CD Registry SOCCloud Security Vulnerability ManagementGRCDevOps/ITDev PaaS Containers ServerlessVMs CSPM (Configurations) CIEM (Entitlements) DSPM (Sensitive Data) AI-SPM (AI Security)


 
A platform that transforms any organization to the modern cloud security operating model Agentless visibility & risk prioritization that proactively reduces the attack surface Wiz Cloud Manage Security Posture Wiz Defend Respond to Cloud Threats Cloud events and lightweight eBPF-based sensor to protect from unfolding threats as a last line of defense Secure every stage of your SDLC to gain visibility & prevent risks in code, pipeline, registries and images Wiz Code Secure Cloud Development Wiz Integration Network Wiz Signals Data LakeWiz Security Graph Unified Platform Wiz Cloud to Code mapping


 
Thomas Kurian CEO, Google Cloud


 
Google Cloud’s Approach Security at the core Multicloud support AI everywhere


 
Google Cloud’s Current Security Offerings All powered by AI Google Threat Intelligence Google Security Operations Security Command Center Mandiant Consulting Services


 
Google and Wiz will be a compelling partner to improve security for any business or government Offering a Unified Security Platform that secures cloud-native applications at every stage of development. Protecting code, CI/CD systems, and infrastructure with: AI Threat Protection Against threats to models and threats from models Cyber Team Support AI agents to extend security teams and Mandiant expertise for incident response & strategic readiness Measurable Defense Tools to test and validate security controls Threat Intelligence Visibility into systems from the eyes of adversaries


 
Our approach moving forward Regulatory Review Post CloseCloseDeal Sign ● Wiz is an independent company pre-close ● Wiz will continue to innovate and transform cloud security in an open manner post-close ○ Continued support for all clouds, on premises environments, and SaaS applications ○ Continued commitment to industry standards and open source ● Google Cloud will operate its security marketplace and products business-as-usual, including continued partnership with other leading security vendors ● More information at close and post-close


 
Anat Ashkenazi CFO, Google and Alphabet


 
Deal overview Alphabet announces agreement to acquire Wiz for $32 billion, subject to closing adjustments, in an all-cash transaction We expect the transaction to close in 2026 subject to customary closing conditions, including regulatory approvals Once the transaction closes, Wiz results will be reported as part of the Google Cloud segment Our capital allocation priorities remain unchanged, starting with organically investing in the business, followed by M&A and investments, and returning capital to shareholders through dividends and share repurchases


 
Thank you