Alphabet Recommends Stockholders Reject the BelowMarket Mini-Tender Offer by TRC Capital Investment
CorporationMOUNTAIN VIEW, Calif. (February 8, 2024) – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today
announced that it has received notice of an unsolicited mini-tender offer by TRC Capital Investment
Corporation of Ontario, Canada to purchase up to 1 million shares of Alphabet’s Class C capital stock at a
price of $138.90 per share in cash. TRC Capital Investment’s offer price of $138.90 per share isapproximately 4.48 percent lower than the $145.41 closing share price of Alphabet’s Class C capital stock
on February 6, 2024 – the business day prior to the date of the offer. This offer to purchase up to 1 million
shares by TRC Capital Investment represents less than 0.02 percent of the shares of Alphabet’s Class C
capital stock outstanding as of the February 7, 2024 offer date.
Alphabet does not endorse TRC Capital Investment’s unsolicited mini-tender offer and recommends thatstockholders do not tender their shares in response to TRC Capital Investment’s offer because the offer isat a price below the current market price for Alphabet’s Class C shares and subject to numerous
conditions. Alphabet is not affiliated or associated in any way with TRC Capital Investment, its mini-tender
offer or its offer documentation.
TRC Capital Investment’s has made many similar mini-tender offers for shares of other companies. Minitender 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.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are“hoping that they will catch investors off guard if the investors do not compare the offer price to the current
market price.” More on the SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/
investor/pubs/minitend.htm.
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 TRC Capital Investment’s offer. Alphabet
recommends that stockholders who have not responded to TRC Capital Investment’s offer take no action.
Stockholders who have already tendered their shares may withdraw them at any time prior to theexpiration of the offer, in accordance with TRC Capital Investment’s offer documentation. The offer iscurrently scheduled to expire at 12:01 a.m., New York City time, on March 8, 2024. TRC CapitalInvestment 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 TRC Capital
Investment’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 Brinfounded Google in September 1998 and the company is headquartered in Mountain View, Calif. Billions ofpeople use its wide range of popular products and platforms each day, like Search, Ads, Chrome, Cloud,YouTube and Android.
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