“An Owner’s Manual” for Google’s Shareholders

Google is not a conventional company. We do not intend to become one. Throughout Google’s evolution as a privately held company, we have managed Google differently.

[ … ] Not shown: Google’s culture of creativity and challenge.

Now the time has come for the company to move to public ownership. This change will bring important benefits for our employees, for our present and future shareholders, for our customers, and most of all for Google users. But the standard structure of public ownership may jeopardize the independence and focused objectivity that have been most important in Google’s past success and that we consider most fundamental for its future.

[ … ] Not shown: Annual letters, free services, and Buffett on smoothed results.

If opportunities arise that might cause us to sacrifice short term results but are in the best long term interest of our shareholders, we will take those opportunities. We will have the fortitude to do this. We would request that our shareholders take the long term view.

[ … ] Not shown: Predictable earnings, and releasing ad changes without delay.

Although we may discuss long term trends in our business, we do not plan to give earnings guidance in the traditional sense.¹ (Fact note 1)Fact · 1With hindsightAlphabet’s release of 4 February 2026 on its 2025 results gives a range for 2026 capital spending, “anticipated to be in the range of $175 to $185 billion”. We found no revenue or earnings forecast in it.SourceAlphabet investor relationsAlphabet Announces Fourth Quarter and Fiscal Year 2025 Results4 Feb 2026 We are not able to predict our business within a narrow range for each quarter. We recognize that our duty is to advance our shareholders’ interests, and we believe that artificially creating short term target numbers serves our shareholders poorly. We would prefer not to be asked to make such predictions, and if asked we will respectfully decline. A management team distracted by a series of short term targets is as pointless as a dieter stepping on a scale every half hour.

We will not shy away from high-risk, high-reward projects because of short term earnings pressure.² (Fact note 2)Fact · 2With hindsightAlphabet reports its non-Google businesses as Other Bets. Their operating loss for 2025 was $7.5 billion, including a $2.1 billion compensation charge for Waymo, which the 10-K says “is now providing fully autonomous, paid ride-hailing services to customers in multiple cities”.SourceAlphabet, Form 10-K (investor relations copy)Form 10-K for the fiscal year ended December 31, 2025Feb 2026 Some of our past bets have gone extraordinarily well, and others have not. Because we recognize the pursuit of such projects as the key to our long term success, we will continue to seek them out. For example, we would fund projects that have a 10% chance of earning a billion dollars over the long term.

[ … ] Not shown: Speculative bets, “20% time” and its products.

We may have quarter-to-quarter volatility as we realize losses on some new projects and gains on others. If we accept this, we can all maximize value in the long term. Even though we are excited about risky projects, we expect to devote the vast majority of our resources to our main businesses³ (Editorial note 3)Editorial · 3Known at the timeThe limit that makes the bold paragraph credible. The founders promise long shots and, in the same breath, cap them: most money stays in the core business. Investors could hold them to both halves, and a portfolio of small bets is affordable only because the core pays for it., especially since most people naturally gravitate toward incremental improvements.

[ … ] Not shown: Page, Brin and Schmidt run Google as a triumvirate.

We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long-term bet on the team, especially Sergey and me, and on our innovative approach.⁴ (Editorial note 4)Editorial · 4Known at the timeAn unusually frank description of what the shares are. Buyers are told they are backing two people, not a governance system that can replace them. That is the honest price of the structure that follows, and the letter states it before it describes the structure.

[ … ] Not shown: Takeovers in media and technology.

In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier. This structure, called a dual class voting structure, is described elsewhere in this prospectus.

The main effect of this structure is likely to leave our team, especially Sergey and me, with significant control over the company’s decisions and fate, as Google shares change hands.⁵ (Fact note 5)Fact · 5With hindsightAs of 31 December 2025, Page and Brin owned about 89.3% of Alphabet’s Class B stock, which carries 10 votes per share: about 52.7% of the voting power. They had stepped back from management in December 2019, saying they would remain board members. The 2004 final prospectus put the voting power of Page, Brin and Schmidt together at 37.6% after the IPO.SourcesAlphabet, Form 10-K (investor relations copy)Form 10-K for the fiscal year ended December 31, 2025Feb 2026Google, The Keyword (Internet Archive copy)A letter from Larry and Sergey3 Dec 2019Google Inc., final prospectus (Form 424B4) filed with the SEC (Internet Archive copy)Final Prospectus18 Aug 2004Google Inc., Form S-1 filed with the SEC (Internet Archive copy)Form S-129 Apr 2004 New investors will fully share in Google’s long term growth but will have less influence over its strategic decisions than they would at most public companies.

[ … ] Not shown: Dual-class precedents at newspapers and Berkshire Hathaway.

Academic studies have shown that from a purely economic point of view, dual class structures have not harmed the share price of companies. ⁶ (Fact note 6)Fact · 6With hindsightGoogle changed the letter before the IPO. The final prospectus of 18 August 2004 opens this sentence with “Some academic studies” and adds: “Other studies have concluded that dual class structures have negatively affected share prices, and we cannot assure you that this will not be the case with Google.” It also adds: “Our long term focus may simply be the wrong business strategy.” The version on Alphabet’s investor site carries the same additions.SourcesGoogle Inc., final prospectus (Form 424B4) filed with the SEC (Internet Archive copy)Final Prospectus18 Aug 2004Alphabet investor relations (Internet Archive copy)Alphabet Investor Relations - Investors - Founder's Letters - IPO Letter2004The shares of each of our classes have identical economic rights and differ only as to voting rights.⁷ (Fact note 7)Fact · 7With hindsightOn 12 April 2012 Google’s board approved a stock dividend proposal “designed to preserve the corporate structure that has allowed Google to remain focused on the long term”. The new Class C stock has traded as GOOG since 3 April 2014 and has no voting rights. Alphabet’s 10-K still says the classes’ rights are identical “except with respect to voting”.SourcesGoogle investor relations (Internet Archive copy)Google Announces First Quarter 2012 Results and Proposal for New Class of Stock – Investor Relations – Google12 Apr 2012Alphabet, Form 10-K (investor relations copy)Form 10-K for the fiscal year ended December 31, 2025Feb 2026

[ … ] Not shown: New directors, culture, and why Google should go public now.

Informed investors willing to pay the IPO price should be able to buy as many shares as they want, within reason, in the IPO, as on the stock market.

It is important to us to have a fair process for our IPO that is inclusive of both small and large investors. It is also crucial that we achieve a good outcome for Google and its current shareholders. This has led us to pursue an auction-based IPO for our entire offering.⁸ (Fact note 8)Fact · 8With hindsightOn 18 August 2004 Google announced the offering of 19,605,052 Class A shares at $85.00 a share. The final prospectus says the price and allocation “were determined by an auction process”. The shares have been listed since 19 August 2004.SourcesGoogle (Internet Archive copy)Google Inc. Prices Initial Public Offering Of Class A Common Stock – News from Google – Google18 Aug 2004Google Inc., final prospectus (Form 424B4) filed with the SEC (Internet Archive copy)Final Prospectus18 Aug 2004Alphabet, Form 10-K (investor relations copy)Form 10-K for the fiscal year ended December 31, 2025Feb 2026

[ … ] Not shown: How the auction works; employees and their benefits.

Don’t be evil.⁹ (Editorial note 9)Editorial · 9With hindsightA slogan on its own commits to little. The letter gives it a checkable rule in the next paragraph: Google does not accept payment for search results or for inclusion. The slogan outlasted the IPO: Google’s code of conduct, as last updated in January 2022, ends “And remember... don’t be evil”.SourcesGoogle Inc., Form S-1 filed with the SEC (Internet Archive copy)Form S-129 Apr 2004Alphabet investor relations (Internet Archive copy)Google Code of Conduct - Investor Relations - Alphabet24 Jan 2022 We believe strongly that in the long term, we will be better served—as shareholders and in all other ways—by a company that does good things for the world even if we forgo some short term gains.

[ … ] Not shown: Unpaid search results, free services and a planned foundation.

Larry Page

Sergey Brin