Google Announces Agreement to Acquire Wiz

This transcript is provided for the convenience of investors only, for a full recording please see the Google to Acquire Wiz Webcast.

Jim Friedland, Senior Director, Investor Relations: Good morning, everyone, and thank you for joining us for the webcast where we will discuss the announcement that we have signed a definitive agreement to acquire Wiz.

With us today are: Sundar Pichai, CEO of Google and Alphabet, Assaf Rappaport, CEO of Wiz, Thomas Kurian, CEO of Google Cloud and Anat Ashkenazi, CFO of Google and Alphabet.

Some of the statements that we make today regarding our business, operations, financial performance, and the proposed transaction may be considered forward-looking. Such statements are based on current expectations and assumptions that are subject to a number of risks and uncertainties. Actual results could differ materially. Please refer to our Forms 10-K and 10-Q, including the risk factors. We undertake no obligation to update any forward-looking statement.

And now I’ll turn the call over to Sundar.

Sundar Pichai, CEO, Alphabet and Google: Thank you Jim.

From our earliest days, Google’s strong focus on security and safety has made us a leader in keeping people safe online.

In fact, Google keeps more people and organizations safe online than anyone else in the world — billions of users and millions of websites globally. The commitment extends to our Cloud customers. Google Cloud helps to manage some of the largest and most complex cloud environments and breaches on the planet.

We protect users and customers using the same technologies and approaches we use to fortify our own operations. And we build products with the latest security built in, so that they are always protected.

Some examples: We proudly pioneered Zero Trust, which places strict standards on who and what can access sensitive information. Billions of users rely on the security and spam protections built into Gmail to safely communicate and collaborate. And Google Cloud’s platform delivers the security that helps start-ups, enterprises, governments, and public sector organizations around the world operate safely, every day.

I’m proud of the investment we’ve made in Google Cloud, and how it’s grown in the last half a decade. This has been a result of great product innovation, investment in infrastructure and AI, and a deep commitment to helping customers - particularly those looking to use multiple clouds or find new alternatives to legacy vendors.

As you know, cloud computing is a rapidly growing space; we have a growing range of customers; and Google Cloud now operates profitably.

So, why this acquisition, and why now?

Security is a fundamental priority for CEOs and government leaders around the world, but the landscape is changing. The pace and impact of breaches are accelerating. AI brings new risks, but also new opportunities. And at the same time, multicloud and hybrid are becoming the norm.

Against this backdrop, organizations are looking for cybersecurity solutions that improve cloud security and span multiple clouds.

Wiz is an innovative, leading cloud security platform, trusted by more than fifty-percent of Fortune 100 companies who already use their products and services. It continues to deliver new products with strong adoption, defining entirely new categories of cybersecurity solutions, and driving rapid business growth. Assaf will tell you more about that in a minute.

Google Cloud is a leader in cloud infrastructure, with deep AI expertise and a track record of industry-leading security innovation.

Together, we believe Wiz and Google Cloud can accelerate the ability of organizations to improve their security…lower the cost to do so… and ultimately spur the adoption of multicloud and cloud computing for customers, partners, and the industry as a whole.

I’m super excited about this announcement, and what it means for the future. With that, I’d like to now introduce Assaf Rappaport, CEO of Wiz, to share more about their growth story and commitment to protecting organizations in the Cloud.

Assaf, over to you.

Assaf Rappaport, Co-Founder & CEO, Wiz: Thank you so much Sundar, we are so excited for this partnership.

At Wiz, our mission is to help every organization secure everything they build and run in the cloud—on any cloud.

The shift to the cloud has transformed how software is built. Developers now have the freedom to choose their own tech stack and move fast, driving innovation in an unprecedented pace. But this agility also broke traditional security models, leaving organizations vulnerable.

Wiz took a fresh approach, creating a new operating model for modern, multicloud development.

We enable organizations to build securely in the cloud by bringing security and development teams together, protecting every aspect of cloud development. One of the things we’re most proud of is that we built a platform both security and development teams love to use—because in the cloud, security only works when everyone is on board.

Today, Wiz provides organizations with end-to-end protection across the entire modern cloud development stack—from code to cloud to runtime.

Our platform continuously scans an organization’s code and cloud environments, monitoring them in real-time to build a comprehensive graph of code, cloud resources, services, and applications—along with the connections between them. It maps potential attack paths, prioritizes the most critical risks based on real impact, and blocks active threats targeting cloud assets.

Wiz empowers developers to secure applications and code before deployment, enables security teams to collaborate with developers for root cause analysis and smart remediation, and stops real-time attacks on cloud environments.

Two of these solutions—Wiz Code, which delivers seamless code-to-cloud security, and Wiz Defend, which gives SecOps teams the visibility and context to quickly detect, investigate, and respond to real-time cloud threats—were released in the past 12 months.

I speak for the entire Wiz team when I say how excited we are for today’s announcement. We believe this will enable us to execute and innovate even faster, enabling us to accelerate our rate of innovation faster than what we could achieve as a standalone company, thus enabling us to protect more organizations.

I’ll now pass things over to Thomas to share more about the opportunities of bringing Wiz and Google Cloud together.

Thomas Kurian, CEO, Google Cloud: Google Cloud delivers a portfolio of products to start-ups, enterprises, governments, and public sector organizations around the world. As Sundar mentioned, security is at the core of everything we do.

Another one of the key tenants across our entire portfolio, is ensuring that all of our products operate in an open way, enabling customers to use multiple clouds, otherwise known as multi-cloud. It’s something customers want. Our commitment to multi-cloud means that new IT projects an organization does with Google Cloud can work with their existing IT investments, and allows them to choose different vendors for projects in the future. Customers don’t want to be locked into one vendor, they want to use a number of clouds, and we’re helping them with this everyday.

Our commitment to multi-cloud, along with our investments in infrastructure and in AI, are some of the reasons we are seeing tremendous momentum with customers. In fact, over the last 5 years, our revenue has grown 5 times.

Looking at our current cybersecurity offerings, today, we help customers identify, protect and defend against cyber threats across all major clouds, and even on-premise systems - not just Google Cloud - through both SaaS-based Security services and cybersecurity consulting and expertise.

Google Threat Intelligence delivers detailed, timely, and actionable threat intelligence to security teams, so that they understand the emerging threats unique to their environment, and know how to respond. This insight helps to strengthen their cyber defenses before, during, and after an attack.

Google Security Operations allows customers to collect security telemetry data and logs, apply threat intelligence to identify high priority threats, and drive responses with playbook automation, case management, and collaboration. These capabilities enable organizations to become more proactive, and minimize the impact of a breach.

Our Security Command Center helps strengthen an organizations’ security posture by evaluating its attack surfaces; providing asset inventory and discovery; and identifying misconfigurations, vulnerabilities; and help mitigate and remediate risks.

And finally - our Mandiant Consulting Services provide frontline expertise and deep understanding of global attacker behavior to help organizations prepare for and respond to cyber events. This team regularly responds to some of the world’s largest security incidents and breaches.

These capabilities are being supercharged with artificial intelligence, helping organizations detect more threats and taking the productivity of their security teams to new levels. We make these solutions also available to a broad network of partners from other Independent Software Vendors who build on our security platform, Managed Security Service Providers who offer specialized security services, and System Integrators who have built specific practices for specific industries using our security services.

With Wiz, we believe we will vastly improve how security is designed, operated and automated – providing an end-to-end security platform for customers to prevent, detect and respond to incidents across all major clouds and code environments.

Wiz is already an important Google Cloud partner - they were recognized as our security partner of the year - and by coming together, we believe we can help customers create a stronger foundation for cloud security with a portfolio that solves for tomorrow’s requirements.

Our vision is to bring each of our unique strengths together to offer customers and partners:

A highly differentiated, unified security platform that combines Wiz’s Cloud Security Platform with Google Security Operations, securing cloud-native applications at every stage of development, protecting code, CI/CD systems, and infrastructure.

Precise threat intelligence that gives customers visibility into their own system through the eyes of their adversaries.

Protection against new threats that are emerging with the adoption of AI, including threats to models and threats from models.

And further, to help scale Cybersecurity professionals and teams, we will continue to:

Integrate AI-powered cybersecurity tools to assist in summarizing and prioritizing threats, to assist in analyzing cloud security configurations for risks and vulnerabilities, to assist in AI powered analysis, and to automate AI powered remediation workflows.

With Mandiant - additional cybersecurity expertise to help with incident response, strategic readiness, technical assurance, and managed defense.

And finally - the ability to measure cyber defense effectiveness by proactively testing and validating the strength of security controls.

Wiz will remain an independent company until this deal is closed.

After close, Wiz will maintain full support as a multi-cloud solution, continuing to partner with all major clouds, including AWS, Azure, Oracle, and others. This continues our strategy with Google Security Operations, which today provides the ability to analyze information and logs from all these major Clouds and on-premise environments. It is also much the same way that Mandiant continues to support incidents on any cloud, desktop, and third-party applications that work across clouds. In addition, both Google and Wiz are committed to continuing to support packaged applications, SaaS applications, and those running on virtual environments.

Google Cloud will continue to partner with other leading cloud security providers and Independent Software Vendors to provide interoperability with our products, to provide them with new integration opportunities with our platform, and to make these partner solutions available to our customers via a Google Cloud Marketplace to offer customers greater choice. We will enable system integrators, resellers and managed security service providers to offer broader solutions and services to our customers. We will maintain our full and longstanding commitment to industry standards and the open source community.

I’ll now pass it over to Anat to share more on the financial terms of this announcement. Anat?

Anat Ashkenazi, SVP and CFO, Alphabet and Google: We’re excited about our announcement that we’ve agreed to acquire Wiz for $32B, subject to closing adjustments, in an all-cash transaction, representing our confidence in Google Cloud’s leadership in cybersecurity and the opportunity to help partners defend against emerging risks in this rapidly growing industry.

We have talked about our approach to capital allocation and our overall capital allocation priorities remain unchanged. It starts with organically investing in the business, followed by M&A and investments, and returning capital to shareholders through dividends and share repurchases.

We continue to invest in high priority areas, including Cloud and AI innovation across the business.

We then layer on M&A where we see meaningful opportunities to create value by accelerating innovation and improving products for our users, partners, and enterprise customers.

We’ve driven strong organic growth in the Google Cloud business, with annual revenue increasing from $9B in 2019 to $43B in 2024. Today’s announcement represents an opportunity to continue to drive long-term growth.

We expect the transaction to close in 2026, subject to customary closing conditions, including regulatory approvals. Upon closing, we expect to report Wiz’s results as part of our Google Cloud segment.

We look forward to adding Wiz’s capabilities to our cybersecurity portfolio, and are excited about the potential to help customers create a stronger foundation for cloud security and to operate across multiple clouds.

Thank you for joining us today.

Jim Friedland, Senior Director, Investor Relations: This concludes today’s webcast. Thank you for participating.