As part of the change, the company that used to be called Google is going to become a new holding company called Alphabet.
Shareholders will get one Alphabet share for every Google share they previously owned. The executives in charge of Alphabet will be the same execs in charge of Google today — CEO Larry Page, President Sergey Brin, Executive Chairman Eric Schmidt, CFO Ruth Porat, and chief counsel David Drummond.
Alphabet includes the following entities:
- A smaller company called Google, headed by CEO Sundar Pichai, that includes the company’s core businesses. Those businesses: “search, ads, maps, apps, YouTube and Android and the related technical infrastructure.”
- Other businesses, “such as Calico, Nest, and Fibre, as well as its investing arms, such as Google Ventures and Google Capital, and incubator projects, such as Google X,” which “will be managed separately from the Google business.”
Here’s how the transition will happen:
Later this year, Google intends to implement a holding company reorganization (the “Alphabet Merger”), which will result in Alphabet owning all of the capital stock of Google. Alphabet will initially be a direct, wholly owned subsidiary of Google. Pursuant to the Alphabet Merger, a newly formed entity (“Merger Sub”), a direct, wholly owned subsidiary of Alphabet and an indirect, wholly owned subsidiary of Google, will merge with and into Google, with Google surviving as a direct, wholly owned subsidiary of Alphabet. Each share of each class of Google stock issued and outstanding immediately prior to the Alphabet Merger will automatically convert into an equivalent corresponding share of Alphabet stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Google stock being converted.
Here’s the SEC filing with all the details.